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| x      | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934  |
|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                               |
|   | For      the quarterly period ended June 30, 2009                                                  |
|   |                                                                                               |   |
|   | -OR-                    |
|   |                                                                                               |
| o      | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|   |                                                                                               |   |
|   | For      the transition period from...to...                                                        |
|   |                                                                                               |   |
|   | Commission      File No.333-36379                                                                  |

|                                                       | PACIFICHEALTH      LABORATORIES, INC. |   |
|------------------------------------------------------------|---------------------------------------|--------|
| (Exact      name of registrant as specified in itscharter) |

| DELAWARE                             |   | 22-3367588                  |
|--------------------------------------|--------|-----------------------------|
| (State      or other jurisdiction of |   | (I.R.S.      Employer       |
| incorporation      or organization)  |   | Identification      Number) |

| 100      Matawan Road, Suite 420                                               |   |            |
|--------------------------------------------------------------------------------|--------|-----------------|
| Matawan,      NJ                                                               |   | 07747           |
| (Address      of principal executive offices)                                  |   | (Zip      Code) |
|                                                                           |   |
| Registrant’s      telephone number, including area code: (732)  739-2900 |

|                                                                                             |                             |
|--------------------------------------------------------------------------------------------------|----------------------------------|
| Large      accelerated filer o                                                                   | Accelerated      filer o         |
| Non-accelerated      filer   o (Do not check if      a smaller reporting company) | Smaller      reporting company x |

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|   |                   |   |
|--------|------------------------|--------|
|   | TABLE      OF CONTENTS |   |

| CAUTIONARY      NOTE REGARDING FORWARD-LOOKING STATEMENTS                                                                                                            | 3                                                                                                     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                 |                                                                                                  |   |
| PART      I.  FINANCIAL INFORMATION                                                                                                                        |                                                                                                  |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      1.                                                                                                                           | FINANCIAL      STATEMENTS                                                                             |   |
|                                                                                                                                                                 |                                                                                                  |   |
|           Balance      Sheets as of June 30, 2009 (Unaudited) and December 31,    2008                             | 4                                                                                                     |
|                                                                                                                                                                 |                                                                                                  |   |
|           Statements      of Operations (Unaudited) for the three and six months ended June 30, 2009      and 2008 | 5                                                                                                     |
|                                                                                                                                                                 |                                                                                                  |   |
|           Statements      of Cash Flows (Unaudited) for the six months ended June 30, 2009 and      2008           | 6                                                                                                     |
|                                                                                                                                                                 |                                                                                                  |   |
|           Notes      to Unaudited Financial Statements                                                             | 7                                                                                                     |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      2.                                                                                                                           | MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS | 12 |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      3.                                                                                                                           | QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                       | 15 |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      4T.                                                                                                                          | CONTROLS      AND PROCEDURES                                                                          | 15 |
|                                                                                                                                                                 |                                                                                                  |   |
| PART      II.  OTHER INFORMATION                                                                                                                           |                                                                                                  |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      1.                                                                                                                           | LEGAL      PROCEEDINGS                                                                                | 15 |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      2.                                                                                                                           | UNREGISTERED      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                      | 15 |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      3.                                                                                                                           | DEFAULTS      UPON SENIOR SECURITIES                                                                  | 15 |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      4.                                                                                                                           | SUBMISSION      OF MATTERS TO A VOTE OF SECURITY HOLDERS                                              | 15 |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      5.                                                                                                                           | OTHER      INFORMATION                                                                                | 16 |
|                                                                                                                                                                 |                                                                                                  |   |
|      ITEM      6.                                                                                                                           | EXHIBITS                                                                                              | 16 |
|                                                                                                                                                                 |                                                                                                  |   |
| SIGNATURES                                                                                                                                                           | 18                                                                                                    |

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|   |    |                                                                                                                             |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------|
|   | ● | The      development, testing, and commercialization of new products and the      expansion of markets for our current products; |
|   | ● | The      receipt of royalty payments from our agreements with business      partners;                                            |
|   | ● | Implementing      aspects of our business plan;                                                                                  |
|   | ● | Financing      goals and plans;                                                                                                  |
|   | ● | Our      existing cash and whether and how long these funds will be sufficient to      fund our operations; and                  |
|   | ● | Our      raising of additional capital through future equity      financings.                                                    |

----

|                                                   |                      |
|--------------------------------------------------------|---------------------------|
|        ITEM      1. | FINANCIAL      STATEMENTS |

|                                                                                            |   |              |        |   |                  |   |
|-------------------------------------------------------------------------------------------------|--------|-------------------|-------------|--------|-----------------------|--------|
|                                                                                            |   | June      30,2009 |        |   | December      31,2008 |   |
|                                                                                            |   | (Unaudited)       |        |   |                  |   |
| ASSETS                                                                                          |
| Current      assets:                                                                            |   |              |        |   |                  |   |
| Cash      and cash equivalents                                                                  |   | $                 | 581,696     |   |                  | $      | 888,993 |   |
| Other      short-term investments                                                               |   |              | 275,000     |   |                  |   | 300,000 |   |
| Accounts      receivable, net                                                                   |   |              | 1,395,800   |   |                  |   | 455,851 |   |
| Inventories                                                                                     |   |              | 984,767     |   |                  |   | 1,308,316 |   |
| Prepaid      expenses                                                                           |   |              | 209,671     |   |                  |   | 159,200 |   |
| Total      current assets                                                                       |   |              | 3,446,934   |   |                  |   | 3,112,360 |   |
|                                                                                            |   |              |        |   |                  |   |   |   |
| Property      and equipment, net                                                                |   |              | 220,368     |   |                  |   | 236,721 |   |
|                                                                                            |   |              |        |   |                  |   |   |   |
| Deposits                                                                                        |   |              | 10,895      |   |                  |   | 22,895 |   |
|                                                                                            |   |              |        |   |                  |   |   |   |
| Total      assets                                                                               |   | $                 | 3,678,197   |   |                  | $      | 3,371,976 |   |
|                                                                                            |   |              |        |   |                  |   |   |   |
| LIABILITIES      AND STOCKHOLDERS’ EQUITY                                                 |
|                                                                                            |   |              |        |   |                  |   |   |   |
| Current      liabilities:                                                                       |   |              |        |   |                  |   |   |   |
| Notes      payable                                                                              |   | $                 | 65,321      |   |                  | $      | 58,810 |   |
| Accounts      payable and accrued expenses                                                      |   |              | 1,031,444   |   |                  |   | 555,354 |   |
| Deferred      revenue                                                                           |   |              | 275,313     |   |                  |   | 347,945 |   |
| Total      current liabilities                                                                  |   |              | 1,372,078   |   |                  |   | 962,109 |   |
|                                                                                            |   |              |        |   |                  |   |   |   |
| Stockholders’      equity:                                                                |   |              |        |   |                  |   |   |   |
| Common      stock, $.0025 par value; authorized 50,000,000 shares; issued and      outstanding: |   |              |        |   |                  |   |   |   |
| 15,268,182      shares at June 30, 2009 and 14,194,613 shares at December 31,      2008         |   |              | 38,170      |   |                  |   | 35,486 |   |
| Additional      paid-in capital                                                                 |   |              | 19,871,408  |   |                  |   | 19,585,297 |   |
| Accumulated      deficit                                                                        |   |              | (17,603,459 | )      |                  |   | (17,210,916 | ) |
|                                                                                            |   |              |        |   |                  |   |   |   |
|                                                                                            |   |              | 2,306,119   |   |                  |   | 2,409,867 |   |
|                                                                                            |   |              |        |   |                  |   |   |   |
| Total      liabilities and stockholders’ equity                                           |   | $                 | 3,678,197   |   |                  | $      | 3,371,976 |   |

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|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |
|--------------------------------------------------------------------------------------|--------|--------------------------------------|------------|--------|------------------------------------|--------|------------|--------|--------|--------|------------|--------|
|                                                                                 |   | Three      MonthsEnded      June 30, |       |   | Six      MonthsEnded      June 30, |   |
|                                                                                 |   | 2009                                 |       |   | 2008                               |   |       | 2009   |   |   | 2008       |   |
| Revenues:                                                                            |   |                                 |       |   |                               |   |       |   |   |   |       |   |
| Net      product sales                                                               |   | $                                    | 2,725,055  |   |                               | $      | 2,370,429  |   |   | $      | 4,420,673  |   |   | $ | 4,089,804 |   |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Cost      of goods sold                                                              |   |                                 | 1,439,471  |   |                               |   | 1,315,887  |   |   |   | 2,393,468  |   |   |   | 2,248,682 |   |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Gross      profit                                                                    |   |                                 | 1,285,584  |   |                               |   | 1,054,542  |   |   |   | 2,027,205  |   |   |   | 1,841,122 |   |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Operating      expenses:                                                             |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Sales      and marketing                                                             |   |                                 | 454,904    |   |                               |   | 245,468    |   |   |   | 771,012    |   |   |   | 389,702 |   |
| General      and administrative                                                      |   |                                 | 819,019    |   |                               |   | 889,465    |   |   |   | 1,651,501  |   |   |   | 1,789,771 |   |
| Research      and development                                                        |   |                                 | —    |   |                               |   | 77,597     |   |   |   | —    |   |   |   | 109,508 |   |
|                                                                                 |   |                                 | 1,273,923  |   |                               |   | 1,212,530  |   |   |   | 2,422,513  |   |   |   | 2,288,981 |   |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Income      (loss) before other income (expense) and provision for income      taxes |   |                                 | 11,661     |   |                               |   | (157,988   | )      |   |   | (395,308   | )      |   |   | (447,859 | ) |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Other      income (expense):                                                         |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Other      income                                                                    |   |                                 | 4,000      |   |                               |   | 163        |   |   |   | 4,000      |   |   |   | 1,296 |   |
| Interest      income                                                                 |   |                                 | 811        |   |                               |   | 11,683     |   |   |   | 3,102      |   |   |   | 29,147 |   |
| Interest      expense                                                                |   |                                 | (1,470     | )      |                               |   | (466       | )      |   |   | (2,257     | )      |   |   | (597 | ) |
|                                                                                 |   |                                 | 3,341      |   |                               |   | 11,380     |   |   |   | 4,845      |   |   |   | 29,846 |   |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Income      (loss) before income taxes                                               |   |                                 | 15,002     |   |                               |   | (146,608   | )      |   |   | (390,463   | )      |   |   | (418,013 | ) |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Provision      for income taxes                                                      |   |                                 | 2,080      |   |                               |   | —    |   |   |   | 2,080      |   |   |   | — |   |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Net      income (loss)                                                               |   | $                                    | 12,922     |   |                               | $      | (146,608   | )      |   | $      | (392,543   | )      |   | $ | (418,013 | ) |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Basic      and diluted income (loss) per share                                       |   | $                                    | 0.00       |   |                               | $      | (0.01      | )      |   | $      | (0.03      | )      |   | $ | (0.03 | ) |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Weighted      average common shares - basic                                          |   |                                 | 14,680,710 |   |                               |   | 13,501,426 |   |   |   | 14,570,712 |   |   |   | 13,501,426 |   |
|                                                                                 |   |                                 |       |   |                               |   |       |   |   |   |       |   |   |   |   |   |
| Weighted      average common shares - diluted                                        |   |                                 | 14,858,810 |   |                               |   | 13,501,426 |   |   |   | 14,570,712 |   |   |   | 13,501,426 |   |

----

|                                                                                  |   |   |     |   |   |   |
|---------------------------------------------------------------------------------------|--------|--------|----------|--------|--------|--------|
|                                                                                  |   | 2009   |     |   | 2008   |   |
| Cash      flows from operating activities:                                            |   |   |     |   |   |   |
| Net      loss                                                                         |   | $      | (392,543 | )      |   | $      | (418,013 | ) |
| Adjustments      to reconcile net loss to net cash used in operating      activities: |   |   |     |   |   |   |   |   |
| Depreciation                                                                          |   |   | 90,397   |   |   |   | 67,339 |   |
| Allowance      for doubtful accounts                                                  |   |   | 6,000    |   |   |   | 6,000 |   |
| Equity      instrument-based expense                                                  |   |   | 138,796  |   |   |   | 201,672 |   |
| Changes      in assets and liabilities:                                               |   |   |     |   |   |   |   |   |
| Increase      in accounts receivable                                                  |   |   | (945,949 | )      |   |   | (675,518 | ) |
| Decrease      in inventories                                                          |   |   | 323,549  |   |   |   | 342,476 |   |
| Increase      in prepaid expenses                                                     |   |   | (50,471  | )      |   |   | (42,534 | ) |
| Decrease      in deposits                                                             |   |   | 12,000   |   |   |   | — |   |
| Increase      in accounts payable and accrued expenses                                |   |   | 476,089  |   |   |   | 422,960 |   |
| Decrease      in deferred revenue                                                     |   |   | (72,632  | )      |   |   | (130,050 | ) |
| Net      cash used in operating activities                                            |   |   | (414,764 | )      |   |   | (225,668 | ) |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      flows from investing activities:                                            |   |   |     |   |   |   |   |   |
| Proceeds      from sales of other short-term investments                              |   |   | 25,000   |   |   |   | 625,000 |   |
| Purchase      of fixed assets                                                         |   |   | (74,044  | )      |   |   | (108,245 | ) |
| Net      cash (used in) provided by investing activities                              |   |   | (49,044  | )      |   |   | 516,755 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      flows from financing activities:                                            |   |   |     |   |   |   |   |   |
| Issuance      of notes payable                                                        |   |   | 59,751   |   |   |   | 58,537 |   |
| Repayments      of notes payable                                                      |   |   | (53,240  | )      |   |   | (26,650 | ) |
| Common      stock issued                                                              |   |   | 150,000  |   |   |   | — |   |
| Net      cash provided by financing activities                                        |   |   | 156,511  |   |   |   | 31,887 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Net      (decrease) increase in cash                                                  |   |   | (307,297 | )      |   |   | 322,974 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      and cash equivalents, beginning balance                                     |   |   | 888,993  |   |   |   | 212,713 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      and cash equivalents, ending balance                                        |   | $      | 581,696  |   |   | $      | 535,687 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Supplemental      disclosures of cash flow information:                               |   |   |     |   |   |   |   |   |
| Cash      paid for interest                                                           |   | $      | 2,257    |   |   | $      | 597 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      paid for income taxes                                                       |   | $      | 2,080    |   |   | $      | — |   |

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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.      Basis of Presentation |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | The      accompanying unaudited financial statements have been prepared in      accordance with accounting principles generally accepted in the United      States of America for interim financial information and with the      instructions for Form 10-Q. Accordingly, they do not include all of the      information and footnotes required by generally accepted accounting      principles for complete financial statements. In the opinion of      management, all adjustments (consisting of normal recurring accruals)      considered necessary for a fair presentation have been included. Operating      results for the three and six months ended June 30, 2009 are not      necessarily indicative of the results that may be expected for the year      ending December 31, 2009. The unaudited financial statements should be      read in conjunction with the financial statements and footnotes thereto      included in the Company’s annual report on Form 10-K/A for the year ended      December 31, 2008. (See Revenue Recognition notebelow.)                                                                                                                                                                                                  |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | The      preparation of financial statements in conformity with accounting      principles generally accepted in the United States of America requires      management to make certain 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 amount of revenue and expenses during the reporting period.      Actual results may differ from these estimates. The significant estimates      and assumptions made by the Company are in the area of revenue recognition      as it relates to customer returns, inventory obsolescence, allowance for      doubtful accounts, valuation allowances for deferred tax assets,      restructuring charges, and valuation of share-based payments issued under      Statement of Financial Accounting Standards (“SFAS”) No. 123R,      “Share-Based Payment” (“SFAS 123R”).                                                                                                                                                                                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | During      the first six months of 2009, the Company commenced the marketing and      distribution of its new ForzeGPSTM product line. In connection with this      activity, the Company has increased its marketing expenditures. Management      believes it is currently on plan in connection with its working capital      needs at this point in the product launch cycle. There can be no assurance      that sales from this new product line will materialize as planned. Should      such planned sales not materialize, the Company may have to cut      discretionary marketing spending or may be required to raise additional      capital to sustain operations in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | On      April 1, 2009, the Company adopted the provisions of FASB Statement      No. 165, “Subsequent Events” (“SFAS 165”), on a prospective basis.      The provisions of SFAS 165 provide guidance related to the accounting for      and disclosure of events that occur after the balance sheet date but      before the financial statements are issued or are available to be issued.      The Company evaluated events occurring between the end of the most      recent quarter ended June 30, 2009 and August 3, 2009, the date the      financial statements were issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 2.      Revenue Recognition   |
|                          |
|                          | Sales      are recognized when all of the following criteria are met: (1) persuasive      evidence that an arrangement exists; (2) delivery has occurred or services      have been rendered; (3) the seller’s price to the buyer is fixed and      determinable; and, (4) collectability is reasonably assured. Sales are      recorded net of incentives paid to customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | The      Company has a sales agreement with a significant customer whereby unsold      product is subject to return provisions. In determining revenue      recognition for products shipped to this customer, the Company follows the      guidance in SFAS 48 “Revenue Recognition When Right of Return Exists”.      Certain of the products shipped are under a “pay on scan” model and      revenue is deferred by the Company until such time the customer sells      through such products to the end consumer. The amount of deferred revenue      relating to pay on scan products reflected in the accompanying balance      sheets as of June 30, 2009 and December 31, 2008 amounted to $275,313 and      $54,695, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                          | Prior      to April 1, 2009, for certain products not under a pay on scan model, the      Company recognized revenue identical to the pay on scan model. Effective      April, 1, 2009, the Company commenced recognizing revenue of these      products upon shipment as the Company determined that it has met the      criteria established in SFAS 48, specifically as it relates to the ability      to estimate future returns. The deferred revenue as of March 31, 2009      related to these products amounted to approximately $318,000 and was      recognized similar to the pay on scan model during the three months ended      June 30, 2009 as GNC recognized sales to the end consumer. This change in      estimate for these product shipments was based primarily on the Company’s      determination that it could, based upon historical secular analysis,      estimate its returns of such product shipments with such historical data      covering a five year period. Had the Company continued to record the      shipments of these products under the pay on scan model, deferred revenue      would have amounted to approximately $279,000 for these products with a      corresponding increase in inventory of approximately    $129,000. |

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| 3.      Other Short-Term Investments |
|--------------------------------------|
|                                 |
|                                 | Excess      cash is invested in auction rate securities with long-term maturities, the      interest rates of which are reset periodically (typically between 7 and 35      days) through a competitive bidding process often referred to as a “Dutch      auction”. |
|                                 |   |
|                                 | Accordingly,      the Company has classified such investments as other short-term      investments. During the six months ended June 30, 2009, the Company      redeemed $25,000 of these investments. From July 1, 2009 through July 31,      2009, the Company redeemed an additional $100,000 of these      investments. |
|                                 |   |
| 4.      Inventories                  |
|                                 |
|                                 | As      of June 30, 2009 and December 31, 2008, inventories consisted of the      following: |

|   |                               |   | June      30,2009(Unaudited) |    | December      31,2008 |   |
|--------|------------------------------------|--------|------------------------------|---------|-----------------------|--------|
|   | Raw      materials                 |   | $                            | 32,346  |                  | $      | 207,286 |   |
|   | Work-in-process                    |   |                         | 56,505  |                  |   | — |   |
|   | Packaging      supplies            |   |                         | 96,447  |                  |   | 42,861 |   |
|   | Finished      goods                |   |                         | 684,386 |                  |   | 902,132 |   |
|   | Finished      goods on consignment |   |                         | 115,083 |                  |   | 156,037 |   |
|   |                               |   | $                            | 984,767 |                  | $      | 1,308,316 |   |

|                             | Included      above are reserves against finished goods of $37,121 and $42,339,      respectively, at June 30, 2009 and December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.      Stock-Based Compensation |
|                             |
|                             | The      Company accounts for equity instrument issuances in accordance with SFAS      123R, “Share-Based Payment”. Such equity issuances encompass transactions      in which an entity exchanges its equity instruments for goods or services      including such transactions in which an entity obtains employee services      in share-based payment transactions and issuances of stock options to      employees. The Company recorded charges of $39,609 and $92,410,      respectively, in the three-month periods ended June 30, 2009 and 2008,      representing the effect on income (loss) from continuing operations,      income (loss) before income taxes and net income (loss). The Company      recorded charges of $79,432 and $201,672, respectively, in the six-month      periods ended June 30, 2009 and 2008, representing the effect on loss from      continuing operations, loss before income taxes and net    loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             | The      Company granted 200,000 stock options to the Chief Executive      Officer/President during the three and six months ended June 30, 2009 with      an exercise price of $0.28 per share. Of these options, 50,000 vest      ratably in the second quarter of 2010, 50,000 of these options vest      ratably in the second quarter of 2011, 50,000 of these options vest      ratably in the second quarter of 2012, and 50,000 of these options vest      ratably in the second quarter of 2013. These options were determined to      have a total fair value of approximately $43,000. Compensation expense      recognized during the three and six months ended June 30, 2009 for these      options amounted to $0. The Company granted no stock options to employees      and directors during the three months ended June 30, 2008. The Company      granted 207,500 stock options to employees and directors during the six      months ended June 30, 2008 with exercise prices ranging from $0.45 to      $0.55 per share. Of these options, 70,417 vested ratably in the first      quarter of 2009; 70,417 of these options vest ratably in the first quarter      of 2010; and 66,666 of these options vest ratably in the first quarter of      2011. These options were determined to have a total fair value of $87,988.      Compensation expense recognized during the six months ended June 30, 2008      for these options amounted to $14,665. The total intrinsic value of      options exercised during the three and six months ended June 30, 2009 and      2008 was $0 and $0, respectively. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             | The      Company granted no stock options to consultants during the three and six      months ended June 30, 2009 and 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             | The      Company granted no warrants to non-employee athlete endorsers during the      three months ended June 30, 2009. The Company granted 402,500 warrants to      non-employee athlete endorsers during the six months ended June 30, 2009      with an exercise price of $0.14 per share. Of these warrants, 109,167      options vest ratably in the fourth quarter of 2009; 4,167 options vest      ratably in the first quarter of 2010; 109,167 of these options vest      ratably in the fourth quarter of 2010; 4,167 options vest ratably in the      first quarter of 2011; 109,166 of these options vest ratably in the fourth      quarter of 2011; 4,166 options vest ratably in the first quarter of 2012;      and 62,500 of these options vest ratably in the fourth quarter of 2012.      These options were determined to have a total fair value of $38,713.      Compensation expense recognized during the three months ended June 30,      2009 for these warrants amounted to $2,689. Compensation expense      recognized during the six months ended June 30, 2009 for these warrants      amounted to $5,364. These amounts were charged to operations and added to      paid-in capital in accordance with SFAS 123R. The Company did not grant      any warrants during the three and six months ended March 31, 2008. No      warrants were exercised during the three and six months ended March 31,      2009 and 2008.                                                                                                                                                                       |

----

|   | The      Company recognized $27,000 and $54,000, respectively, for the three and      six month periods ended June 30, 2009 as a component of employee      compensation for common shares issuable as payment of directors’ fees. The      Company recognized $16,400 for the three and six month periods ended June      30, 2008 as a component of employee compensation for common shares      issuable as payment of directors’ fees. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | In      summary, compensation charges to operations for the periods presented are      as follows:                                                                                                                                                                                                                                                                                                                                                     |

|   |                         |   | Three      MonthsEnded      June 30, |   | Six      MonthsEnded      June 30, |   |
|--------|------------------------------|--------|--------------------------------------|--------|------------------------------------|--------|
|   |                         |   | 2009                                 |   | 2008                               |   | 2009 |   | 2008 |   |
|   |                         |   |                                 |   |                               |   |   |   |   |   |   |   |   |   |
|   | Employee      compensation   |   | $                                    | 66,609 |                               | $      | 92,410 |   | $ | 133,432 |   | $ | 201,672 |   |
|   | Consultant      compensation |   |                                 | 2,689  |                               |   | — |   |   | 5,364 |   |   | — |   |
|   |                         |   | $                                    | 69,298 |                               | $      | 92,410 |   | $ | 138,796 |   | $ | 201,672 |   |

| A      summary of employee options activity under our plans as of June 30, 2009      and changes during the six-month period then ended is presented      below: |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                             | Options |   |   | Shares |   |   | Weighted-AverageExercisePrice |   |   | Weighted-AverageRemainingContractualTerm      (Years) |   |   | AggregateIntrinsicValue |   |
|  Balance,      January 1, 2009                                                                                                                              |   |   | 2,877,000 |   |   | $ | 0.67 |   |   |   |   |   |   |   |
|  Granted      during the period                                                                                                                             |   |   | 200,000 |   |   |   | 0.28 |   |   |   |   |   |   |   |
|  Exercised      during the period                                                                                                                           |   |   | — |   |   |   | — |   |   |   |   |   |   |   |
|  Expired      during the period                                                                                                                             |   |   | (22,500 | ) |   |   | 0.20 |   |   |   |   |   |   |   |
|  Outstanding,      June 30, 2009                                                                                                                            |   |   | 3,054,500 |   |   | $ | 0.65 |   |   |   | 2.61 |   |   | $ | 26,000 |   |
|  Exercisable,      June 30, 2009                                                                                                                            |   |   | 1,790,751 |   |   | $ | 0.78 |   |   |   | 1.66 |   |   | $ | 500 |   |

|   | The      market value of the Company’s common stock as of June 30, 2009 was $0.30      per share. |
|--------|---------------------------------------------------------------------------------------------------------|
|   |                                                                                                    |   |   |   |   |   |   |
|   |        Non-vested      Shares                                                                      |   |   | Shares |   |   | Weighted-AverageGrant-DateBlack-ScholesValue |   |
|   | Non-vested,      January 1, 2009                                                                        |   |   | 1,320,499 |   |   | $ | 0.41 |   |
|   | Granted      during the period                                                                          |   |   | 200,000 |   |   |   | 0.22 |   |
|   | Vested      during the period                                                                           |   |   | (256,750 | ) |   |   | 0.51 |   |
|   | Forfeited      during the period                                                                        |   |   | — |   |   |   | — |   |
|   | Non-vested,      June 30, 2009                                                                          |   |   | 1,263,749 |   |   | $ | 0.36 |   |

----

|   |        Warrants            |   |   | Shares  |   |   | Weighted-AverageExercisePrice |   |   | AggregateIntrinsicValue |   |
|--------|---------------------------------|--------|--------|---------|--------|--------|-------------------------------|--------|--------|-------------------------|--------|
|   | Balance,      January 1, 2009   |   |   | 27,500  |   |   | $                             | 0.88   |   |                    |   |   |
|   | Granted      during the period  |   |   | 402,500 |   |   |                          | 0.14   |   |                    |   |   |
|   | Expired      during the period  |   |   | (27,500 | )      |   |                          | 0.88   |   |                    |   |   |
|   | Outstanding,      June 30, 2009 |   |   | 402,500 |   |   | $                             | 0.14   |   |                    | $      | 64,400 |   |

|                       | On      April 3, 2009, the Board of Directors approved the Company’s 2010      Incentive Stock Option Plan consisting of 1,500,000 underlying shares of      the Company’s common stock. Such plan has been voted on and approved at      the Company’s Annual Meeting held on June 10, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 6.      Equity Instruments |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       | On      January 2, 2009, the Company issued 267,855 shares of its common stock as      payment of directors’ fees that was properly accrued for in the year ended      December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       | On      April 3, 2009, the Company issued 180,000 shares of its common stock as      payment of directors’ fees that was properly accrued for the first quarter      of 2009 for an amount totaling $27,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       | On      June 24, 2009, the Company issued a total of 535,714 shares of its common      stock to its President and another employee of the Company for a total of      $150,000. The price of the stock at the date of the issuance was $0.28 per      share, which was the closing price of the stock at the date of the      transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       | On      June 30, 2009, the Company issued 90,000 shares of its common stock as      payment of directors’ fees for the second quarter of 2009 for an amount      totaling $27,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 7.      Income Taxes       |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       | The      Company has      approximately $15,082,000 in federal and $5,641,000 in state net operating      loss carryovers generated through December 31, 2008 that can be used to      offset future taxable income in calendar years 2009 through 2028. The net      operating loss carryovers begin to expire in the year 2016 through the      year 2028. As of June 30, 2009, the Company has fully reserved for these      net operating loss carryovers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 8.      Concentrations     |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       | The      Company’s two largest customers accounted for approximately 24% and 16%,      respectively, of net sales for the three months ended June 30, 2009 and      the Company’s two largest customers accounted for approximately 21% and      14%, respectively, of net sales for the three months ended June 30, 2008.      The Company’s two largest customers accounted for approximately 23% and      13%, respectively, of net sales for the six months ended June 30, 2009 and      the Company’s two largest customers accounted for approximately 18% and      17%, respectively, of net sales for the six months ended June 30, 2008. At      June 30, 2009, amounts due from these two customers represented      approximately 34% and 20%, respectively, of net accounts receivable. At      December 31, 2008, amounts due from these two customers represented      approximately 36% and 8%, respectively, of net accounts receivable. No      other customers exceeded 10% of respective captions noted      above. |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       | One      of the Company’s suppliers accounted for approximately 81% of total      inventory purchases for the three months ended June 30, 2009 and two of      the Company’s suppliers accounted for approximately 56% and 34%,      respectively, of total inventory purchases for the three months ended June      30, 2008. One of the Company’s suppliers accounted for approximately 72%      of total inventory purchases for the six months ended June 30, 2009 and      two of the Company’s suppliers accounted for approximately 61% and 27%,      respectively, of total inventory purchases for the six months ended June      30, 2008. At June 30, 2009, amounts due to this vendor represented      approximately 59% of accounts payable and accrued expenses. At December      31, 2008, amounts due to this vendor represented approximately 24% of      accounts payable and accrued expenses. No other vendors exceeded 10% of      respective captions notedabove.                                                |

----

| 9.      Line of Credit                    |
|-------------------------------------------|
|                                      |   |
|                                      | In      April 2008, the Company obtained a one-year revolving line of credit with      a financial institution in the amount of $675,000 with an interest rate      equal to the Wall Street Journal Prime Rate (3.25% as of June 30, 2009)      with a floor of 5.00%. This line is collateralized by the short-term      investments that are deemed auction rate securities. The maximum amount      that the Company may borrow is limited to 50% of the value of these      auction rate securities. The Company has renewed this one-year revolving      line of credit in the amount of $137,500 which now matures in May 2010. As      of July 31, 2009, the Company has not drawn down on this line of      credit. |
|                                      |   |
| 10.      CEO Separation Agreement         |
|                                      |   |
|                                      | The      Company entered into a Separation Agreement with the former CEO effective      August 1, 2008. The terms of the agreement consist of twelve equal monthly      payments that aggregate $295,000 and include a non-compete clause. In the      three and six months ended June 30, 2009, the Company recognized $73,749      and $147,498, respectively, of expense under this    Agreement. |
|                                      |   |
| 11.      Reclassification                 |
|                                      |   |
|                                      | The      Company reclassified $245,468 of sales and marketing expenses from general      and administrative expenses as well as reclassified $33,243 of      depreciation expense to general and administrative expenses in the quarter      ended June 30, 2008 to conform to current year presentation and enhance      comparability. The Company reclassified $389,702 of sales and marketing      expenses from general and administrative expenses as well as reclassified      $67,339 of depreciation expense to general and administrative expenses in      the six months ended June 30, 2008 to conform to current year presentation      and enhance comparability. |
|                                      |   |
| 12. Recent Accounting      Pronouncements |
|                                      |   |
|                                      | In      June 2009, the Financial Accounting Standards Board issued Statement No.      168, “The FASB Accounting Standards Codification and the Hierarchy of      Generally Accepted Accounting Principles—a replacement of FASB Statement      No. 162” (“SFAS 168”). SFAS 168 will become the source of authoritative      U.S. GAAP to be applied by nongovernmental entities. Rules and      interpretive releases of the Securities and Exchange Commission (“SEC”)      under authority of federal securities laws are also sources of      authoritative GAAP for SEC registrants. The Codification will supersede      all non-SEC accounting and reporting standards. All other nongrandfathered      non-SEC accounting literature not included in the Codification will become      nonauthoritative. SFAS 168 is effective for the Company’s interim      quarterly period beginning July 1, 2009. The Company does not expect the      adoption of FAS 168 to have an impact on the disclosures to the financial      statements. |

----

| Item      2. | MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS |
|--------------|-------------------------------------------------------------------------------------------------------|

|    |                                                                                                                     |
|---------|--------------------------------------------------------------------------------------------------------------------------|
| • | ENDUROX      R4®      Recovery Drink – Introduced in February 1999                                            |
|    |                                                                                                                     |
| • | ACCELERADETM      Sports Drink – Introduced in May 2001                                                            |
|    |                                                                                                                     |
| • | ACCELERADE      HYDROTM      Sports Drink with 30% less calories and 55% less sugar – Introduced in      June 2008 |
|    |                                                                                                                     |
| • | ACCEL      GEL® –      Introduced in February 2004                                                            |
|    |                                                                                                                     |
| • | ENDUROX      RESTORETM      Recovery Drink for exercise lasting less than one hour – Introduced in      April 2008 |
|    |                                                                                                                     |
| • | ENDUROX®      EXCEL® –      Introduced in March 1997                                                     |
|    |                                                                                                                     |
| • | ENDUROX      EXCEL Natural Workout Supplement to build endurance – Introduced in June      2008                    |
|    |                                                                                                                     |
| • | ENDUROX      EXCEL Electrolyte Replenisher to promote rehydration – Introduced in June      2008                   |
|    |                                                                                                                     |
| • | ENDUROX      EXCEL Antioxidant Regenerator to prevent muscle fatigue – Introduced in      June 2008                |

----

----

----

|         |                                                           |
|--------------|----------------------------------------------------------------|
| ITEM      3. | QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK |

|          |                         |
|---------------|------------------------------|
| ITEM      4T. | CONTROLS AND      PROCEDURES |

|         |                   |
|--------------|------------------------|
| ITEM      1. | LEGAL      PROCEEDINGS |

|         |                                                            |
|--------------|-----------------------------------------------------------------|
| ITEM      2. | UNREGISTERED      SALES OF EQUITY SECURITIES AND USE OFPROCEEDS |

|         |                                 |
|--------------|--------------------------------------|
| ITEM      3. | DEFAULTS      UPON SENIOR SECURITIES |

|         |                                                     |
|--------------|----------------------------------------------------------|
| ITEM      4. | SUBMISSION OF MATTERS TO A VOTE      OF SECURITY HOLDERS |

|   | (a)          On      June 10, 2009, the Company held its Annual Meeting of Stockholders,      pursuant to information contained in the Company’s Notice of Annual      Meeting of Stockholders and Proxy Statement that was mailed to      stockholders on May 12, 2009.                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (b)          One      of the matters listed in the Company’s Proxy for the meeting was the      annual Election of Directors. There were six nominees for election who      were elected by the shareholders to serve for a one-year term. The results      of the balloting were as follows (Shares voting: 11,830,354 of      14,642,468): |

|   | Nominee              |   |   |       | For    |   |   | Against |   |      | Abstain |   |
|--------|----------------------|--------|--------|------------|--------|--------|--------|---------|--------|-----------|---------|--------|
|   | Jason      Ash       |   |   | 9,166,557  |   |   | -0-    |    |   | 2,663,797 |    |
|   | Robert      Portman  |   |   | 10,719,234 |   |   | -0-    |    |   | 1,111,120 |    |
|   | David      Portman   |   |   | 10,717,616 |   |   | -0-    |    |   | 1,112,738 |    |
|   | Michael      Cahr    |   |   | 9,165,896  |   |   | -0-    |    |   | 2,664,458 |    |
|   | Adam      Mizel      |   |   | 9,151,956  |   |   | -0-    |    |   | 2,678,398 |    |
|   | Marc      Particelli |   |   | 9,150,318  |   |   | -0-    |    |   | 2,680,036 |    |

----

|   | (c)          Another      matter voted upon by the stockholders was the approval of the 2010      Incentive Stock Option Plan. This matter was approved. The results of the      balloting for this matter was asfollows: |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                              | Matter |      |   | For     |   | Against   |   | Abstain |   |
|--------|---------------------------------------------------|--------|-----------|--------|---------|--------|-----------|--------|---------|--------|
|   | Approval      of 2010 Incentive Stock Option Plan |   | 3,525,952 |   | 153,433 |   | 2,512,075 |   |

|   | (d)          Another      matter voted upon by the stockholders was the ratification of the      appointment of Weiser, LLP as independent auditors for the Company for the      fiscal year ending December 31, 2009. This matter was approved. The      results of the balloting for this matter was as  follows: |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                          | Matter |      |   | For    |   | Against   |   | Abstain |   |
|--------|-------------------------------|--------|-----------|--------|--------|--------|-----------|--------|---------|--------|
|   | Ratification      of auditors |   | 9,295,948 |   | 44,933 |   | 2,489,473 |   |

| ITEM      5. | OTHER      INFORMATION |
|--------------|------------------------|
|         |                   |
|         | None.                  |
|         |                   |
| ITEM      6. | EXHIBITS               |

| ExhibitNumber |   | Description      of Exhibit(1)                                                                                                                                                                                                                                                                                                          |   |
|---------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(a)       |   | Certificate      of Incorporation of PacificHealth Laboratories, Inc. and all amendments      thereto (incorporated by reference to Exhibit 3.1 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.      333-36379) filed on September 25, 1997)                                     |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(b)       |   | Certificate      of Amendment of Certificate of Incorporation of PacificHealth      Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to      PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on      March 31, 2003)                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(c)       |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005)                                                                                                                     |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(d)       |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed May 4, 2005)                                         |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(ii)         |   | Amended      and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated by      reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment      No. 3 to Registration Statement on Form SB-2/A filed on December 17,      1997)                                                                        |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.1           |   | Specimen      Common Stock Certificate (incorporated by reference to Exhibit 4.1 to      PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration      Statement on Form SB- 2/A filed on December 17, 1997)                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.2.1         |   | Form      of Securities Purchase Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 filed on      September 29, 2003) |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.2.2         |   | Form      of Registration Rights Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 filed on      September 29,2003)  |

----

| ExhibitNumber |   | Description      of Exhibit(1)                                                                                                                                                                                                                                                                                                                                                 |   |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2.3         |   | Form      of Warrant issued to Certain of the Selling Stockholders in connection      with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference to      Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement      on Form SB-2 filed on September 29, 2003)                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3           |   | Stock      Purchase Agreement dated June 1, 2001, by and between PacificHealth      Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on June 14, 2001)                                                                                |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4.1         |   | Series      A Preferred Stock Purchase Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC      (incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,      Inc.’s Annual Report on Form 10-KSB filed on April 15,    2005)                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4.2         |   | Investors’      Rights Agreement dated January 28, 2005, by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form      10-KSB filed on April 15, 2005)                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4.3         |   | Right      of First Refusal and Co-Sale Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc., Robert Portman and Hormel      HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,      2005)                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4.4         |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005)                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.5           |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on May 4, 2005)                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.6.1         |   | Securities      Purchase Agreement, dated August 24, 2005 by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on      Form 8-K filed on August 30, 2005)                                                                                |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.6.2         |   | Amended      and Restated Investors’ Rights Agreement dated August 24, 2005 between      PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any      additional investor that becomes a party thereto (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on August 30, 2005)  |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.6.3         |   | Form      of Secured Convertible Promissory Note issued in connection with Exhibit      4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth      Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,      2005)                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.6.4         |   | Security      Agreement dated August 24, 2005 by and between PacificHealth Laboratories,      Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit 10.3      to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on      August 30, 2005)                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1          |   | Employment      Extension Agreement between PacificHealth Laboratories, Inc. and Robert      Portman effective January 1, 2004, executed February 28, 2006      (incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,      Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A      (File No. 333-109197) filed on May 2, 2006) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.1        |   | Asset      Purchase Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.8 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on      March 31, 2006)                         |

----

| ExhibitNumber |   | Description      of Exhibit(1)                                                                                                                                                                                                                                                                                                                                                                  |   |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.2        |   | License      Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.9 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on      March 31, 2006)                                                 |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.3        |   | Consulting,      License and Noncompetition Agreement dated February 22, 2006, by and      between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman      (redacted, subject to request for confidential treatment) (incorporated by      reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual      report on Form 10-KSB filed on March 31, 2006) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.1          |   | Rule      13a-14(a) Certification of Chief Executive Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.2          |   | Rule      13a-14(a) Certification of Chief Financial Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 32            |   | Certifications      of Chief Executive Officer and Chief Financial Officer pursuant to Section      906 of the Sarbanes-Oxley Act of 2002 (filed  herewith)                                                                                                                                                                                                                                     |

| (1) | In      the case of incorporation by reference to documents filed by the      Registrant under the Exchange Act, the Registrant’s file number under the      Exchange Act is000-23495. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                             |                       |   |   |
|--------|--------------------------------------------------------------------------------------------------|----------------------------|--------|--------|
|   | PACIFICHEALTH      LABORATORIES, INC.                                                            |
|   |                                                                                             |
|   | By:                                                                                              | /S/      STEPHEN P. KUCHEN |   |
|   | STEPHEN      P. KUCHEN                                                                           |
|   | Chief      Financial Officer (Principal Financial Officer and Principal Accounting      Officer) |

|   | Date: | August 3,      2009 |   |
|--------|-------|--------------------------|--------|

----

| EXHIBIT      INDEX |
|--------------------|
|               |   |   |
| ExhibitNumber      |   | Description      of Exhibit(1) |   |
|               |   |   |
| 3(i)(a)            |   | Certificate      of Incorporation of PacificHealth Laboratories, Inc. and all amendments      thereto (incorporated by reference to Exhibit 3.1 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.      333-36379) filed on September 25, 1997) |
|               |   |   |
| 3(i)(b)            |   | Certificate      of Amendment of Certificate of Incorporation of PacificHealth      Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to      PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on      March 31, 2003) |
|               |   |   |
| 3(i)(c)            |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005) |
|               |   |   |
| 3(i)(d)            |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed May 4, 2005) |
|               |   |   |
| 3(ii)              |   | Amended      and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated by      reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment      No. 3 to Registration Statement on Form SB-2/A filed on December 17,      1997) |
|               |   |   |
| 4.1                |   | Specimen      Common Stock Certificate (incorporated by reference to Exhibit 4.1 to      PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration      Statement on Form SB- 2/A filed on December 17, 1997) |
|               |   |   |
| 4.2.1              |   | Form      of Securities Purchase Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 filed on      September 29, 2003) |
|               |   |   |
| 4.2.2              |   | Form      of Registration Rights Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 filed on      September 29, 2003) |
|               |   |   |
| 4.2.3              |   | Form      of Warrant issued to Certain of the Selling Stockholders in connection      with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference to      Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement      on Form SB-2 filed on September 29, 2003) |
|               |   |   |
| 4.3                |   | Stock      Purchase Agreement dated June 1, 2001, by and between PacificHealth      Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on June 14, 2001) |
|               |   |   |
| 4.4.1              |   | Series      A Preferred Stock Purchase Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC      (incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,      Inc.’s Annual Report on Form 10-KSB filed on April 15,    2005) |
|               |   |   |
| 4.4.2              |   | Investors’      Rights Agreement dated January 28, 2005, by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form      10-KSB filed on April 15,2005) |

----

| ExhibitNumber |   | Description      of Exhibit(1)                                                                                                                                                                                                                                                                                                                                                                  |   |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.4.3         |   | Right      of First Refusal and Co-Sale Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc., Robert Portman and Hormel      HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,      2005)                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.4.4         |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005)                                                                                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.5           |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on May 4, 2005)                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.1         |   | Securities      Purchase Agreement, dated August 24, 2005 by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on      Form 8-K filed on August 30, 2005)                                                                                                 |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.2         |   | Amended      and Restated Investors’ Rights Agreement dated August 24, 2005 between      PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any      additional investor that becomes a party thereto (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on August 30, 2005)                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.3         |   | Form      of Secured Convertible Promissory Note issued in connection with Exhibit      4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth      Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,      2005)                                                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.4         |   | Security      Agreement dated August 24, 2005 by and between PacificHealth Laboratories,      Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit 10.3      to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on      August 30, 2005)                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1          |   | Employment      Extension Agreement between PacificHealth Laboratories, Inc. and Robert      Portman effective January 1, 2004, executed February 28, 2006      (incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,      Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2      (File No. 333-109197) filed on May 2, 2006)                    |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.1        |   | Asset      Purchase Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.8 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on      March 31, 2006)                                          |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.2        |   | License      Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.9 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10- KSB filed on      March 31, 2006)                                                |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.3        |   | Consulting,      License and Noncompetition Agreement dated February 22, 2006, by and      between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman      (redacted, subject to request for confidential treatment) (incorporated by      reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual      report on Form 10-KSB filed on March 31, 2006) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.1          |   | Rule      13a-14(a) Certification of Chief Executive Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.2          |   | Rule      13a-14(a) Certification of Chief Financial Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |

----

| ExhibitNumber |   | Description      of Exhibit(1)                                                                                                                              |   |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                        |
| 32            |   | Certifications      of Chief Executive Officer and Chief Financial Officer pursuant to Section      906 of the Sarbanes-Oxley Act of 2002 (filed  herewith) |

| (1) | In      the case of incorporation by reference to documents filed by the      Registrant under the Exchange Act, the Registrant’s file number under the      Exchange Act is 000-23495. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|