----

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| Delaware                        |   | 26-0531863          |
|---------------------------------|--------|---------------------|
| (State or other jurisdiction of |   | (I.R.S. Employer    |
| incorporation or organization)  |   | Identification No.) |

| 800 Gessner                                         |
|-----------------------------------------------------|
| Houston, Texas 77024                                |
| (Address of principal executive offices) (zip code) |

| (713) 464-5002                                             |
|------------------------------------------------------------|
| (Registrant’s telephone number, including area code) |

| 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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|                                                                                                                  | Page No. |
|-----------------------------------------------------------------------------------------------------------------------|----------|
| Item 1.   Financial Statements (Unaudited).                                                            |     |
|                                                                                                                  |     |
| Condensed Consolidated Balance Sheets – April 30, 2010 and July 31, 2009                                        | 3        |
|                                                                                                                  |     |
| Condensed Consolidated Statements of Operations – For the Three and Nine Months Ended April 30, 2010 and 2009   | 4        |
|                                                                                                                  |     |
| Condensed Consolidated Statements of Cash Flows – For the Nine Months Ended April 30, 2010 and 2009             | 5        |
|                                                                                                                  |     |
| Condensed Consolidated Statement of Stockholders’ Deficit – For the Nine Months Ended April 30, 2010      | 6        |
|                                                                                                                  |     |
| Notes to Interim Condensed Consolidated Financial Statements                                                          | 7        |
|                                                                                                                  |     |
| Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 23       |
|                                                                                                                  |     |
| Item 3.   Quantitative and Qualitative Disclosures about Market Risk.                                  | 28       |
|                                                                                                                  |     |
| Item 4.   Controls and Procedures.                                                                     | 28       |

|                                                                                  | Page No. |
|---------------------------------------------------------------------------------------|----------|
|                                                                                  |     |
|                                                                                  |     |
| Item 1.   Legal Proceedings.                                           | 29       |
|                                                                                  |     |
| Item 1a. Risk Factors.                                                                | 29       |
|                                                                                  |     |
| Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds. | 29       |
|                                                                                  |     |
| Item 3.   Defaults Upon Senior Securities.                             | 29       |
|                                                                                  |     |
| Item 4.   Removed and Reserved.                                        | 29       |
|                                                                                  |     |
| Item 5.   Other Information.                                           | 29       |
|                                                                                  |     |
| Item 6.   Exhibits.                                                    | 30       |
|                                                                                  |     |
| Signatures                                                                            | 32       |

----

| ZURVITA HOLDINGS, INC.                                                                                                                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  CONDENSED CONSOLIDATED BALANCE SHEETS                                                                                                                                                                              |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |
|                                                                                                                                                                                                                     |   | (Unaudited) |   |   |   |   |
|                                                                                                                                                                                                                     |   | April 30, 2010 |   |   | July 31, 2009 |   |
| ASSETS                                                                                                                                                                                                                   |   |   |   |   |   |   |
| Current assets                                                                                                                                                                                                           |   |   |   |   |   |   |
| Cash                                                                                                                                                                                                                     |   | $ | 561,778 |   |   | $ | 1,390,953 |   |
| Marketable securities (at fair value)                                                                                                                                                                                    |   |   | 640,000 |   |   |   | - |   |
| Accounts receivable                                                                                                                                                                                                      |   |   | 117,212 |   |   |   | 47,732 |   |
| Agent advanced compensation                                                                                                                                                                                              |   |   | 721,784 |   |   |   | 927,002 |   |
| Deferred expenses                                                                                                                                                                                                        |   |   | 148,768 |   |   |   | - |   |
| Deferred marketing costs                                                                                                                                                                                                 |   |   | 164,350 |   |   |   | 657,400 |   |
| Total current assets                                                                                                                                                                                                     |   |   | 2,353,892 |   |   |   | 3,023,087 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Property, plant and equipment (net)                                                                                                                                                                                      |   |   | 93,366 |   |   |   | 112,036 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Agent advanced compensation                                                                                                                                                                                              |   |   | - |   |   |   | 271,344 |   |
| Marketing agreement                                                                                                                                                                                                      |   |   | 2,000,000 |   |   |   | - |   |
| Merchant account deposit                                                                                                                                                                                                 |   |   | 115,333 |   |   |   | 115,333 |   |
| Other assets                                                                                                                                                                                                             |   |   | 92,263 |   |   |   | 24,126 |   |
| Total assets                                                                                                                                                                                                             |   | $ | 4,654,854 |   |   | $ | 3,545,926 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                                                    |   |   |   |   |   |   |   |   |
| Current liabilities                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| Accounts payable                                                                                                                                                                                                         |   | $ | 211,348 |   |   | $ | 471,081 |   |
| Accounts payable - related party                                                                                                                                                                                         |   |   | 107,367 |   |   |   | - |   |
| Notes payable - current                                                                                                                                                                                                  |   |   | 385,484 |   |   |   | 787,237 |   |
| Accrued expenses                                                                                                                                                                                                         |   |   | 230,718 |   |   |   | 148,001 |   |
| Deferred revenue                                                                                                                                                                                                         |   |   | 1,097,270 |   |   |   | 934,321 |   |
| Income tax payable                                                                                                                                                                                                       |   |   | 54,686 |   |   |   | 35,276 |   |
| Total current liabilities                                                                                                                                                                                                |   |   | 2,086,873 |   |   |   | 2,375,916 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Deferred compensation - related party                                                                                                                                                                                    |   |   | 64,736 |   |   |   | - |   |
| Notes payable - long term                                                                                                                                                                                                |   |   | 1,616,776 |   |   |   | 284,967 |   |
| Fair value of share conversion feature                                                                                                                                                                                   |   |   | 421,941 |   |   |   | - |   |
| Fair value of warrants                                                                                                                                                                                                   |   |   | 5,005,290 |   |   |   | 549,780 |   |
| Total liabilities                                                                                                                                                                                                        |   |   | 9,195,616 |   |   |   | 3,210,663 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Redeemable preferred stock                                                                                                                                                                                               |   |   | 2,848,747 |   |   |   | 1,211,000 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Stockholders' deficit                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |
| Common stock ($.0001 par value, 300,000,000 shares authorized; 65,022,714 and 64,440,000 shares issued and 57,022,714 and 56,440,000 shares outstanding as of April 30, 2010  and July 31, 2009, respectively) |   |   | 6,502 |   |   |   | 6,444 |   |
| Treasury stock                                                                                                                                                                                                           |   |   | (210,000 | ) |   |   | (210,000 | ) |
| Additional paid-in capital                                                                                                                                                                                               |   |   | 9,530,451 |   |   |   | 9,094,182 |   |
| Accumulated deficit                                                                                                                                                                                                      |   |   | (16,716,462 | ) |   |   | (9,766,363 | ) |
| Total stockholders' deficit                                                                                                                                                                                              |   |   | (7,389,509 | ) |   |   | (875,737 | ) |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Total liabilities and stockholders' deficit                                                                                                                                                                              |   | $ | 4,654,854 |   |   | $ | 3,545,926 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these condensed consolidated financial statements.                                                                                                                        |   |

----

| ZURVITA HOLDINGS, INC.                                                                            |
|---------------------------------------------------------------------------------------------------|
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                                   |
| (UNAUDITED)                                                                                       |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   | For the Three Months Ended |   |   | For the Nine Months Ended |   |
|                                                                                              |   | April 30, |   |   | April 30, |   |
|                                                                                              |   | 2010 |   |   | 2009 |   |   | 2010 |   |   | 2009 |   |
| REVENUES                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |
| Administrative websites                                                                           |   | $ | 519,514 |   |   | $ | 207,023 |   |   | $ | 1,517,649 |   |   | $ | 621,766 |   |
| Advertising sales                                                                                 |   |   | 342,145 |   |   |   | - |   |   |   | 597,736 |   |   |   | - |   |
| Commissions                                                                                       |   |   | 127,123 |   |   |   | 22,079 |   |   |   | 283,964 |   |   |   | 22,693 |   |
| Marketing fees and materials                                                                      |   |   | 501,538 |   |   |   | 499,905 |   |   |   | 1,452,765 |   |   |   | 1,297,506 |   |
| Membership fees                                                                                   |   |   | 216,596 |   |   |   | 433,865 |   |   |   | 756,347 |   |   |   | 1,279,278 |   |
| Total revenues                                                                                    |   |   | 1,706,916 |   |   |   | 1,162,872 |   |   |   | 4,608,461 |   |   |   | 3,221,243 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| COST OF SALES                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Benefit and service cost                                                                          |   |   | 409,333 |   |   |   | 160,269 |   |   |   | 1,039,579 |   |   |   | 493,659 |   |
| Sales commissions                                                                                 |   |   | 711,061 |   |   |   | 636,248 |   |   |   | 2,341,937 |   |   |   | 2,381,047 |   |
| Total cost of sales                                                                               |   |   | 1,120,394 |   |   |   | 796,517 |   |   |   | 3,381,516 |   |   |   | 2,874,706 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| GROSS PROFIT                                                                                      |   |   | 586,522 |   |   |   | 366,355 |   |   |   | 1,226,945 |   |   |   | 346,537 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation                                                                                      |   |   | 9,011 |   |   |   | 8,452 |   |   |   | 26,287 |   |   |   | 19,693 |   |
| Office related expenses                                                                           |   |   | 115,872 |   |   |   | 56,679 |   |   |   | 284,760 |   |   |   | 183,326 |   |
| Payroll and employee benefits                                                                     |   |   | 435,568 |   |   |   | 261,941 |   |   |   | 1,198,538 |   |   |   | 861,738 |   |
| Professional fees                                                                                 |   |   | 253,413 |   |   |   | 341,472 |   |   |   | 1,002,310 |   |   |   | 1,418,606 |   |
| Selling and marketing                                                                             |   |   | 711,010 |   |   |   | 876,583 |   |   |   | 2,201,817 |   |   |   | 2,204,003 |   |
| Travel                                                                                            |   |   | 34,624 |   |   |   | 23,831 |   |   |   | 140,657 |   |   |   | 245,247 |   |
| Total operating expenses                                                                          |   |   | 1,559,498 |   |   |   | 1,568,958 |   |   |   | 4,854,369 |   |   |   | 4,932,613 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss from operations before other income (expense)                                                |   |   | (972,976 | ) |   |   | (1,202,603 | ) |   |   | (3,627,424 | ) |   |   | (4,586,076 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER INCOME (EXPENSE)                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gain on change in fair value of share conversion feature                                          |   |   | 139,190 |   |   |   | - |   |   |   | 171,485 |   |   |   | - |   |
| Interest expense                                                                                  |   |   | (82,405 | ) |   |   | - |   |   |   | (190,501 | ) |   |   | - |   |
| Gain (loss) on change in fair value of marketable securities                                      |   |   | 400,000 |   |   |   | - |   |   |   | (130,000 | ) |   |   | - |   |
| Gain (loss) on change in fair value of warrants                                                   |   |   | 948,435 |   |   |   | - |   |   |   | (3,091,230 | ) |   |   | - |   |
| Loss on debt restructure                                                                          |   |   | (50,000 | ) |   |   | - |   |   |   | (50,000 | ) |   |   | - |   |
| Total other income (expense)                                                                      |   |   | 1,355,220 |   |   |   | - |   |   |   | (3,290,246 | ) |   |   | - |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income (loss) before income taxes                                                                 |   |   | 382,244 |   |   |   | (1,202,603 | ) |   |   | (6,917,670 | ) |   |   | (4,586,076 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income taxes                                                                                      |   |   | 12,287 |   |   |   | 8,140 |   |   |   | 32,429 |   |   |   | 22,549 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss)                                                                                 |   | $ | 369,957 |   |   | $ | (1,210,743 | ) |   | $ | (6,950,099 | ) |   | $ | (4,608,625 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic earnings (loss) per share                                                                   |   | $ | 0.01 |   |   | $ | ( 0.02 | ) |   | $ | ( 0.12 | ) |   | $ | ( 0.09 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic weighted average number of common shares outstanding                                        |   |   | 56,964,734 |   |   |   | 49,240,000 |   |   |   | 56,683,117 |   |   |   | 49,240,000 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted earnings (loss) per share                                                                 |   | $ | 0.00 |   |   | $ | ( 0.02 | ) |   | $ | ( 0.12 | ) |   | $ | ( 0.09 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted weighted average number of common shares outstanding                                      |   |   | 104,950,540 |   |   |   | 49,240,000 |   |   |   | 56,683,117 |   |   |   | 49,240,000 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these condensed consolidated financial statements. |   |   |   |   |   |

----

| ZURVITA HOLDINGS, INC.                                                                            |
|---------------------------------------------------------------------------------------------------|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   |
| (UNAUDITED)                                                                                       |
|                                                                                              |   |   |   |   |   |   |
|                                                                                              |   | For the Nine Months Ended |   |
|                                                                                              |   | April 30, 2010 |   |   | April 30, 2009 |   |
| Cash flows from operating activities                                                              |   |   |   |   |   |   |
| Net loss                                                                                          |   | $ | (6,950,099 | ) |   | $ | (4,608,625 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities:                       |   |   |   |   |   |   |   |   |
| Amortization on note payable discount                                                             |   |   | 95,635 |   |   |   | - |   |
| Amortization on deferred marketing costs                                                          |   |   | 493,050 |   |   |   | - |   |
| Depreciation                                                                                      |   |   | 26,287 |   |   |   | 19,693 |   |
| Share-based compensation                                                                          |   |   | 386,327 |   |   |   | 112,870 |   |
| Gain on change in fair value of share conversion liability                                        |   |   | (171,485 | ) |   |   | - |   |
| Loss on change in fair value of marketable securities                                             |   |   | 130,000 |   |   |   | - |   |
| Loss on change in fair value of warrants                                                          |   |   | 3,091,230 |   |   |   | - |   |
| Loss on debt restructure                                                                          |   |   | 50,000 |   |   |   | - |   |
| Changes in operating assets and liabilities                                                       |   |   |   |   |   |   |   |   |
| Increase in accounts receivable                                                                   |   |   | (69,480 | ) |   |   | (7,664 | ) |
| Decrease (increase) in agent advanced compensation                                                |   |   | 476,562 |   |   |   | (51,676 | ) |
| Increase in deferred expenses                                                                     |   |   | (148,768 | ) |   |   | (491,784 | ) |
| Increase in merchant account deposits                                                             |   |   | - |   |   |   | (115,333 | ) |
| Increase in other assets                                                                          |   |   | (46,106 | ) |   |   | (8,216 | ) |
| Increase in accounts payable and accrued expenses                                                 |   |   | 12,914 |   |   |   | 141,593 |   |
| Increase in deferred revenue                                                                      |   |   | 162,949 |   |   |   | 390,347 |   |
| Increase in deferred compensation related party                                                   |   |   | 64,736 |   |   |   | - |   |
| Net cash used in operating activities                                                             |   |   | (2,396,248 | ) |   |   | (4,618,795 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |
| Cash flows from investing activities                                                              |   |   |   |   |   |   |   |   |
| Purchase of property and equipment                                                                |   |   | ( 7,617 | ) |   |   | (126,101 | ) |
| Purchase of marketable securities                                                                 |   |   | (770,000 | ) |   |   | - |   |
| Net cash used in investing activities                                                             |   |   | (777,617 | ) |   |   | (126,101 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |
| Cash flows from financing activities                                                              |   |   |   |   |   |   |   |   |
| Contributions of capital from The Amacore Group, Inc.                                             |   |   | - |   |   |   | 4,575,375 |   |
| Proceeds from sale of preferred stock                                                             |   |   | 3,000,000 |   |   |   | - |   |
| Principal payments made on notes payable                                                          |   |   | (655,310 | ) |   |   | - |   |
| Net cash provided by financing activities                                                         |   |   | 2,344,690 |   |   |   | 4,575,375 |   |
|                                                                                              |   |   |   |   |   |   |   |   |
| Net change in cash balance                                                                        |   |   | (829,175 | ) |   |   | (169,521 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |
| Beginning cash                                                                                    |   |   | 1,390,953 |   |   |   | 174,585 |   |
|                                                                                              |   |   |   |   |   |   |   |   |
| Ending cash                                                                                       |   | $ | 561,778 |   |   | $ | 5,064 |   |
|                                                                                              |   |   |   |   |   |   |   |   |
| Supplemental disclosure of cash flow information                                                  |   |   |   |   |   |   |   |   |
| Cash paid for interest                                                                            |   | $ | 17,890 |   |   | $ | - |   |
|                                                                                              |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these condensed consolidated financial statements. |   |   |   |   |   |

----

| ZURVITA HOLDINGS, INC.                                                                            |
|---------------------------------------------------------------------------------------------------|
| CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT                                        |
| (UNAUDITED)                                                                                       |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   | Shares Common Stock |   |   | Common Stock |   |   | Treasury Stock |   |   | Additional Paid-In Capital |   |   | Accumulated Deficit |   |   | Total Stockholder's Deficit |   |
| Balance, July 31, 2009                                                                            |   |   | 56,440,000 |   |   | $ | 6,444 |   |   | $ | ( 210,000 | ) |   | $ | 9,094,182 |   |   | $ | ( 9,766,363 | ) |   | $ | ( 875,737 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Share-based compensation                                                                          |   |   | 382,714 |   |   |   | 38 |   |   |   | - |   |   |   | 322,576 |   |   |   | - |   |   |   | 322,614 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Reclass liability warrants to equity                                                              |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 63,713 |   |   |   | - |   |   |   | 63,713 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss on debt restructure                                                                          |   |   | 200,000 |   |   |   | 20 |   |   |   | - |   |   |   | 49,980 |   |   |   | - |   |   |   | 50,000 |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                          |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | ( 6,950,099 | ) |   |   | (6,950,099 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, April 30, 2010                                                                           |   |   | 57,022,714 |   |   | $ | 6,502 |   |   | $ | ( 210,000 | ) |   | $ | 9,530,451 |   |   | $ | ( 16,716,462 | ) |   | $ | ( 7,389,509 | ) |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these condensed consolidated financial statements. |   |

----

----

----

----

| Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities. |
|---------|---------------------------------------------------------------------------------|

| Level 2 | Quoted prices in markets that are not active or inputs that are observable either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities other than quoted prices in Level 1, quoted prices in markets that are not active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Level 3 | Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.  Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.  Level 3 assets and liabilities include those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as those for which the determination of fair value requires significant management judgment or estimation. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                   |   | April 30, 2010 |      |   | April 30, 2009 |   |
|--------------------------------------------------------|--------|----------------|-----------|--------|----------------|--------|
|                                                   |   |           |      |   |           |   |
|                                                   |   |           |      |   |           |   |
| Accounts payable paid directly by majority stockholder |   | $              | -         |   |           | $      | 1,278,441 |   |
|                                                   |   |           |      |   |           |   |   |   |
| Amortization on note payable discount                  |   |           | 95,635    |   |           |   | - |   |
|                                                   |   |           |      |   |           |   |   |   |
| Common stock issuance for consulting services          |   |           | 105,290   |   |           |   | - |   |
|                                                   |   |           |      |   |           |   |   |   |
| Common stock issuance for debt restructure             |   |           | 50,000    |   |           |   | - |   |
|                                                   |   |           |      |   |           |   |   |   |
| Embedded conversion feature on note payable issued     |   |           | 593,426   |   |           |   | - |   |
|                                                   |   |           |      |   |           |   |   |   |
| Financed insurance agreement                           |   |           | 22,031    |   |           |   | - |   |
|                                                   |   |           |      |   |           |   |   |   |
| Interest converted to principal                        |   |           | 61,127    |   |           |   | - |   |
|                                                   |   |           |      |   |           |   |   |   |
| Note payable issued for marketing agreement            |   |           | 1,406,574 |   |           |   | - |   |
|                                                   |   |           |      |   |           |   |   |   |
| Reclassification of warrants from liability to equity  |   |           | 63,713    |   |           |   | - |   |

----

|                                                                                                                                                |   | April 30, 2010 |      |   | July 31, 2009 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|-----------|--------|---------------|--------|
|                                                                                                                                                |   |           |      |   |          |   |
|                                                                                                                                                |   |           |      |   |          |   |
| Convertible note payable; face amount $2 million; bearing interest of 6% per annum; unsecured; principal payment due on October 9, 2012             |   | $              | 1,563,335 |   |          | $      | - |   |
|                                                                                                                                                |   |           |      |   |          |   |   |   |
| Financing agreement; bearing interest at 5.25% per annum; payable in monthly installments of approximately $2.5 thousand; due through July 2010     |   |           | 7,440     |   |          |   | - |   |
|                                                                                                                                                |   |           |      |   |          |   |   |   |
| Promissory note payable; bearing interest of 7.5% per annum; unsecured; principal payments due monthly approximately $27 thousand through July 2011 |   |           | 431,485   |   |          |   | 549,014 |   |
|                                                                                                                                                |   |           |      |   |          |   |   |   |
| Promissory note payable to majority shareholder (on demand; noninterest bearing; unsecured)                                                         |   |           | -         |   |          |   | 523,190 |   |
|                                                                                                                                                |   |           |      |   |          |   |   |   |
|                                                                                                                                                |   |           |      |   |          |   |   |   |
| Total notes payable                                                                                                                                 |   | $              | 2,002,260 |   |          | $      | 1,072,204 |   |

| Current                                     |   | $      | 385,484   |   |
|---------------------------------------------|--------|--------|-----------|--------|
| 2011                                        |   |   | 53,441    |   |
| 2012                                        |   |   | 2,061,127 |   |
|                                        |   |   | 2,500,052 |   |
| Net of discount on convertible note payable |   |   | (497,792  | )      |
|                                        |   | $      | 2,002,260 |   |

----

|                |   | April 30, 2010 |    |   | July 31, 2009 |   |
|---------------------|--------|----------------|---------|--------|---------------|--------|
| Commissions         |   | $              | 124,712 |   |          | $      | 97,023 |   |
| Interest            |   |           | 15,716  |   |          |   | - |   |
| Professional fees   |   |           | -       |   |          |   | 3,118 |   |
| Marketing materials |   |           | 7,204   |   |          |   | - |   |
| Payroll             |   |           | 38,601  |   |          |   | 29,252 |   |
| Refund reserve      |   |           | 20,113  |   |          |   | 10,000 |   |
| Rent                |   |           | 9,928   |   |          |   | - |   |
| Sales tax payable   |   |           | 14,444  |   |          |   | 8,608 |   |
| Total               |   | $              | 230,718 |   |          | $      | 148,001 |   |

|                     |   |           |      |   |          |   |
|--------------------------|--------|----------------|-----------|--------|---------------|--------|
|                     |   | April 30, 2010 |      |   | July 31, 2009 |   |
| Advertising sales        |   | $              | 160,061   |   |          | $      | - |   |
| Conferences and training |   |           | 31,941    |   |          |   | - |   |
| Direct response media    |   |           | 62,992    |   |          |   | - |   |
| Marketing fees           |   |           | 727,852   |   |          |   | 787,603 |   |
| Member fees              |   |           | 114,424   |   |          |   | 146,718 |   |
| Total                    |   | $              | 1,097,270 |   |          | $      | 934,321 |   |

----

|                     |   | April 30, 2010Fair Value Measurements at Reporting Date Using |    |
|--------------------------|--------|---------------------------------------------------------------|---------|
|                     |   | Quoted Prices inActive Markets forIdentical Assets(Level 1)   |    |   |  UnobservableInputs(Level 3) |   |   | TotalFair Value |   |
| Marketable securities    |   | $                                                             | 640,000 |   |   | $ | - |   |   | $ | 640,000 |   |
| Total Assets             |   | $                                                             | 640,000 |   |   | $ | - |   |   | $ | 640,000 |   |
|                |   |                                                          |    |   |   |   |   |   |   |   |   |   |
| Share conversion feature |   | $                                                             | -       |   |   | $ | 421,941 |   |   | $ | 421,941 |   |
| Warrants                 |   | $                                                             | -       |   |   | $ | 5,005,290 |   |   | $ | 5,005,290 |   |
| Total liabilities        |   | $                                                             | -       |   |   | $ | 5,427,231 |   |   | $ | 5,427,231 |   |

|                     |   | July 31, 2009Fair Value Measurements at Reporting Date Using |   |
|--------------------------|--------|--------------------------------------------------------------|--------|
|                     |   | Quoted Prices inActive Markets forIdentical Assets(Level 1)  |   |   | SignificantUnobservableInputs(Level 3) |   |   | TotalFair Value |   |
| Deferred marketing costs |   | $                                                            | -      |   |   | $ | 657,400 |   |   | $ | 657,400 |   |
| Total Assets             |   | $                                                            | -      |   |   | $ | 657,400 |   |   | $ | 657,400 |   |
|                     |   |                                                         |   |   |   |   |   |   |   |   |   |   |
| Warrants                 |   | $                                                            | -      |   |   | $ | 549,780 |   |   | $ | 549,780 |   |
| Total liabilities        |   | $                                                            | -      |   |   | $ | 549,780 |   |   | $ | 549,780 |   |

----

| Fair Value Measurements               |
|---------------------------------------|
| Using Significant Unobservable Inputs |
| (Level 3)                             |
|                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                  |   | Balance Beginning of Period |   | Reclassification of Liability Warrants to Equity |   | Issuance |   | (Gain) or Loss Recognized in Earnings from Change in Fair Value |   | Balance End of Period |   |
| For the three months ended,           |   |   |   |   |   |   |   |   |   |   |
| April 30, 2010                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Share conversion feature              |   | $ | 561,131 |   |   | $ | - |   |   | $ | - |   |   | $ | (139,190 | ) |   | $ | 421,941 |   |
| Warrants                              |   | $ | 6,017,438 |   |   | $ | (63,713 | ) |   | $ | - |   |   | $ | (948,435 | ) |   | $ | 5,005,290 |   |
|                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| For the nine months ended,            |   |   |   |   |   |   |   |   |   |   |   |   |   |
| April 30, 2010                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Share conversion feature              |   | $ | - |   |   | $ | - |   |   | $ | 593,426 |   |   | $ | (171,485 | ) |   | $ | 421,941 |   |
| Warrants                              |   | $ | 549,780 |   |   | $ | (63,713 | ) |   | $ | 1,427,993 |   |   | $ | 3,091,230 |   |   | $ | 5,005,290 |   |

|                |   | Fair Value at April 30, 2010 |      | Significant Unobservable Inputs (Level 3) |   | Total Gains (Losses) |
|---------------------|--------|-----------------------------------|-----------|-------------------------------------------|--------|----------------------|
| Marketing agreement |   | $                                 | 2,000,000 |                                      | $      | 2,000,000            |   | $ | - |

----

|            |   |             |   | Shares Outstanding at                                           |
|-----------------|--------|------------------|--------|-----------------------------------------------------------------|
| Preferred Stock |   | Date of          |   |                                                            |   |   |
| Issuance        |   | Issuance         |   | April 30, 2010                                                  |   | July 31, 2009 |
| Series A        |   | July 30, 2009    |   |          1,750,000 |   |            1,750,000 |
| Series B        |   | October 6, 2009  |   |          2,000,000 |   |                        - |
| Series C        |   | January 29, 2010 |   |          1,000,000 |   |                        - |
|            |   |             |   |          4,750,000 |   |            1,750,000 |

----

|   | · | The Company shall be party to a change of control transaction; |
|--------|--------|----------------------------------------------------------------|

|   | · | The Company shall fail to have available a sufficient number of authorized and unreserved shares of common stock to issue to such holder upon a conversion; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Unless specifically addressed elsewhere in the Convertible Preferred Stock’s Certificate of Designation as a Triggering Event, the Corporation shall fail to observe or perform any other covenant, agreement or warranty contained in the Certificate of Designation, and such failure or breach shall not, if subject to the possibility of a cure by the Company, have been cured within 20 calendar days after the date on which written notice of such failure or breach shall have been delivered; |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |                                                                        |
|--------|--------|-----------------------------------------------------------------------------|
|   | · | There shall have occurred a bankruptcy event or material monetary judgment; |

----

|            |   | Total    |      |   | Value        |   |    | Preferred Stock |   |
|-----------------|--------|----------|-----------|--------|--------------|--------|---------|-----------------|--------|
| Preferred Stock |   | Proceeds |      |   | Allocated to |   |    | Carrying        |   |
| Issuance        |   | Received |      |   | Warrants     |   |    | Amount          |   |
| Series A        |   | $        | 1,750,000 |   |         | $      | 539,000 |            |   | $ | 1,211,000 |   |
| Series B        |   | $        | 2,000,000 |   |         | $      | 930,838 |            |   | $ | 1,069,162 |   |
| Series C        |   | $        | 1,000,000 |   |         | $      | 431,415 |            |   | $ | 568,585 |   |

----

| Outstanding Warrants     |   |
|--------------------------|--------|
| Range of Exercise Prices |   |   | Number of Warrants |   |   | Weighted Average Exercise Price |   |   | Weighted Average Remaining Contractual Life in Years |   |
| $0.01 to $0.49           |   |   |   | 41,260,000 |   |   | $ | 0.12 |   |   |   | 6.28 |   |
| $0.50 to $0.99           |   |   |   | 1,502,638 |   |   | $ | 0.52 |   |   |   | 1.47 |   |
|                     |   |   |   |   | 42,762,638 |   |   | $ | 0.13 |   |   |   | 6.11 |   |
|                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

| Exercisable Warrants     |   |
|--------------------------|--------|
| Range of Exercise Prices |   |   | Number of Warrants |   |   | Weighted Average Exercise Price |   |   | Weighted Average Remaining Contractual Life in Years |   |
| $0.01 to $0.49           |   |   |   | 41,260,000 |   |   | $ | 0.12 |   |   |   | 6.28 |   |
| $0.50 to $0.99           |   |   |   | 1,197,638 |   |   | $ | 0.52 |   |   |   | 0.63 |   |
|                     |   |   |   |   | 42,457,638 |   |   | $ | 0.13 |   |   |   | 6.12 |   |
|                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

|                    |     | April 30, 2010     |
|-------------------------|---------------|--------------------|
|                    |          |               |
| Expected dividends      | 0%            |
| Expected volatility     | 65%           |
| Risk free interest rate | 0.22% - 2.41% |
| Expected life           |     | 6 months - 5 years |

|                             |   | Compensatory Equity Warrants |      |   | Weighted Average Exercise Price |   |   | Weighted Average Remaining Contractual Term |   |   | Aggregate Intrinsic Value |   |
|----------------------------------|--------|----------------------------------------|-----------|--------|-------------------------------------------|--------|--------|-------------------------------------------------------|--------|--------|--------------------------------|--------|
| Outstanding at July 31, 2009     |   |                                   | -         |   |                                      | $      | -      |                                                  |   |   | -                              |   |   | $ | - |   |
| Reclass from liability to equity |   |                                   | 700,000   |   |                                      |   | 0.25   |                                                  |   |   | 4.54                           |   |   |   |   |   |
| Issued                           |   |                                   | 1,536,191 |   |                                      |   | 0.52   |                                                  |   |   | -                              |   |   |   | - |   |
| Exercised                        |   |                                   | (33,553   | )      |                                      |   | 0.50   |                                                  |   |   | -                              |   |   |   | - |   |
| Cancelled or Expired             |   |                                   | -         |   |                                      |   | -      |                                                  |   |   | -                              |   |   |   | - |   |
| Outstanding at April 30, 2010    |   |                                   | 2,202,638 |   |                                      | $      | 0.43   |                                                  |   |   | 2.45                           |   |   | $ | - |   |
| Exercisable at April 30, 2010    |   |                                   | 1,897,638 |   |                                      | $      | 0.42   |                                                  |   |   | 2.07                           |   |   | $ | - |   |

----

|                             |   | Compensatory Warrants |       |   | Weighted Average Grant-Date Fair Value |   |
|----------------------------------|--------|-----------------------|------------|--------|----------------------------------------|--------|
| Non-vested at July 31, 2009      |   |                  | -          |   |                                   | $      | - |   |
| Reclass from liability to equity |   |                  | 700,000    |   |                                   |   | 0.09 |   |
| Issued                           |   |                  | 1,536,191  |   |                                   |   | 0.02 |   |
| Exercised                        |   |                  | (33,553    | )      |                                   |   | 0.00 |   |
| Vested                           |   |                  | (1,897,638 | )      |                                   |   | 0.04 |   |
| Non-vested at April 30, 2010     |   |                  | 305,000    |   |                                   | $      | 0.07 |   |

|                    |          | April 30, 2010   |             | July 31, 2009 |
|-------------------------|---------------|------------------|------------------|---------------|
|                    |          |             |             |          |
| Expected dividends      | 0%            |             | 0%               |
| Expected volatility     | 65%           |             | 65%              |
| Risk free interest rate | 2.15% - 3.13% | 3.22%            |
| Expected life           |     | 5 - 7 years | 5 - 7 years |

|                                          |   | Non-Compensatory Warrants |       |   | Weighted Average Exercise Price |   |   | Weighted Average Remaining Contractual Term |   |
|-----------------------------------------------|--------|---------------------------|------------|--------|--------------------------------------|--------|--------|--------------------------------------------------|--------|
| Outstanding at July 31, 2009                  |   |                      | 28,560,000 |   |                                 | $      | 0.06   |                                             |   |   | 6.96 |   |
| Issued                                        |   |                      | 12,000,000 |   |                                 |   | 0.25   |                                             |   |   | 6.54 |   |
| Exercised                                     |   |                      | -          |   |                                 |   | -      |                                             |   |   | - |   |
| Cancelled or Expired                          |   |                      | -          |   |                                 |   | -      |                                             |   |   | - |   |
| Outstanding and Exercisable at April 30, 2010 |   |                      | 40,560,000 |   |                                 | $      | 0.12   |                                             |   |   | 6.31 |   |

----

|                         |   | Non-Compensatory Warrants |        |   | Weighted Average Grant-Date Fair Value |   |
|------------------------------|--------|---------------------------|-------------|--------|----------------------------------------|--------|
| Non-vested at July 31, 2009  |   |                      | -           |   |                                   | $      | - |   |
| Issued                       |   |                      | 12,000,000  |   |                                   |   | 0.11 |   |
| Exercised                    |   |                      | -           |   |                                   |   | - |   |
| Vested                       |   |                      | (12,000,000 | )      |                                   |   | - |   |
| Non-vested at April 30, 2010 |   |                      | -           |   |                                   | $      | - |   |

|                          |   | For the Three Months Ended |   |   | For the Nine Months Ended |   |
|-------------------------------|--------|----------------------------|--------|--------|---------------------------|--------|
|                          |   | April 30,                  |   |   | April 30,                 |   |
|                          |   | 2010                       |   |   | 2009                      |   |   | 2010 |   |   | 2009 |   |
| Stock-based compensation:     |   |                       |   |   |                      |   |   |   |   |   |
| Payroll and employee benefits |   | $                          | 57,402 |   |                      | $      | 28,068 |   |   | $ | 237,945 |   |   | $ | 112,871 |   |
| Selling and marketing fees    |   |                       | 28,343 |   |                      |   | - |   |   |   | 28,343 |   |   |   | - |   |
| Total                         |   | $                          | 85,745 |   |                      | $      | 28,068 |   |   | $ | 266,288 |   |   | $ | 112,871 |   |

----

----

|   | · | Overview – This section provides a general description of our business. |
|--------|--------|-------------------------------------------------------------------------------|

|   | · | Results of operations – This section provides an analysis of our results of operations comparing the three and nine months ended April 30, 2010 and 2009.  This analysis is provided on a consolidated basis. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Liquidity and capital resources – This section provides an analysis of our cash flows for the nine months ended April 30, 2010 and 2009 as well as a discussion of our liquidity and capital resources. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

|                                  |   | For the three months ended April 30, |      |   | For the nine months ended April 30, |   |
|---------------------------------------|--------|--------------------------------------|-----------|--------|-------------------------------------|--------|
|                                  |   | 2010                                 |      |   | 2009                                |   |   | Increase (Decrease) |   |   | 2010 |   |   | 2009 |   |   | Increase (Decrease) |   |
|                                  |   |                                 |      |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenues                              |   | $                                    | 1,706,916 |   |                                | $      | 1,162,872 |   |   | $ | 544,044 |   |   | $ | 4,608,461 |   |   | $ | 3,221,243 |   |   | $ | 1,387,218 |   |
| Cost of Sales                         |   |                                 | 1,120,394 |   |                                |   | 796,517 |   |   |   | 323,877 |   |   |   | 3,381,516 |   |   |   | 2,874,706 |   |   |   | 506,810 |   |
| Gross Profit                          |   |                                 | 586,522   |   |                                |   | 366,355 |   |   |   | 220,167 |   |   |   | 1,226,945 |   |   |   | 346,537 |   |   |   | 880,408 |   |
|                                  |   |                                 |      |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Expenses                    |   |                                 | 1,559,498 |   |                                |   | 1,568,958 |   |   |   | (9,460 | ) |   |   | 4,854,369 |   |   |   | 4,932,613 |   |   |   | (78,244 | ) |
| Operating Loss                        |   |                                 | (972,976  | )      |                                |   | (1,202,603 | ) |   |   | (229,627 | ) |   |   | (3,627,424 | ) |   |   | (4,586,076 | ) |   |   | (958,652 | ) |
|                                  |   |                                 |      |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other Income (Expense)                |   |                                 | 1,355,220 |   |                                |   | - |   |   |   | (1,355,220 | ) |   |   | (3,290,246 | ) |   |   | - |   |   |   | 3,290,246 |   |
|                                  |   |                                 |      |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Income (Loss) Before Income Taxes |   |                                 | 382,244   |   |                                |   | (1,202,603 | ) |   |   | 1,584,847 |   |   |   | (6,917,670 | ) |   |   | (4,586,076 | ) |   |   | (2,331,594 | ) |
| Income Taxes                          |   |                                 | 12,287    |   |                                |   | 8,140 |   |   |   | 4,147 |   |   |   | 32,429 |   |   |   | 22,549 |   |   |   | 9,880 |   |
|                                  |   |                                 |      |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Income (Loss)                     |   | $                                    | 369,957   |   |                                | $      | (1,210,743 | ) |   | $ | (1,580,700 | ) |   | $ | (6,950,099 | ) |   | $ | (4,608,625 | ) |   | $ | 2,341,474 |   |
|                                  |   |                                 |      |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic Earnings (Loss) Per Share       |   | $                                    | 0.01      |   |                                | $      | (0.02 | ) |   |   |   |   |   | $ | (0.12 | ) |   | $ | (0.09 | ) |   |   |   |   |
|                                  |   |                                 |      |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted Earnings (Loss) Per Share     |   | $                                    | 0.00      |   |                                | $      | (0.02 | ) |   |   |   |   |   | $ | (0.12 | ) |   | $ | (0.09 | ) |   |   |   |   |

----

|                     |   | Three Months Ended April 30, |      |   | Nine Months Ended April 30, |   |
|--------------------------|--------|------------------------------|-----------|--------|-----------------------------|--------|
|                     |   | 2010                         |      |   | 2009                        |   |   | Increase (Decrease) |   |   | 2010 |   |   | 2009 |   |   | Increase (Decrease) |   |
|                     |   |                         |      |   |                        |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation             |   | $                            | 9,011     |   |                        | $      | 8,452 |   |   |   | 559 |   |   | $ | 26,287 |   |   | $ | 19,693 |   |   |   | 6,594 |   |
| Office Related Expenses  |   |                         | 115,872   |   |                        |   | 56,679 |   |   |   | 59,193 |   |   |   | 284,760 |   |   |   | 183,326 |   |   |   | 101,434 |   |
| Payroll and Benefits     |   |                         | 435,568   |   |                        |   | 261,941 |   |   |   | 173,627 |   |   |   | 1,198,538 |   |   |   | 861,738 |   |   |   | 336,800 |   |
| Professional Fees        |   |                         | 253,413   |   |                        |   | 341,472 |   |   |   | (88,059 | ) |   |   | 1,002,310 |   |   |   | 1,418,606 |   |   |   | (416,296 | ) |
| Selling and Marketing    |   |                         | 711,010   |   |                        |   | 876,583 |   |   |   | (165,573 | ) |   |   | 2,201,817 |   |   |   | 2,204,003 |   |   |   | (2,186 | ) |
| Travel                   |   |                         | 34,624    |   |                        |   | 23,831 |   |   |   | 10,793 |   |   |   | 140,657 |   |   |   | 245,247 |   |   |   | (104,590 | ) |
|                     |   |                         |      |   |                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total operating expenses |   | $                            | 1,559,498 |   |                        | $      | 1,568,958 |   |   | $ | (9,460 | ) |   | $ | 4,854,369 |   |   | $ | 4,932,613 |   |   | $ | (78,244 | ) |

----

----

|                                      |   | April 30, 2010 |       |   | April 30, 2009 |   |
|-------------------------------------------|--------|----------------|------------|--------|----------------|--------|
|                                      |   |           |       |   |           |   |
| Net cash used in operating activities     |   | $              | (2,396,248 | )      |           | $      | (4,618,795 | ) |
| Net cash used in investing activities     |   |           | (777,617   | )      |           |   | (126,101 | ) |
| Net cash provided by financing activities |   |           | 2,344,690  |   |           |   | 4,575,375 |   |
|                                      |   |           |       |   |           |   |   |   |
| Net change in cash                        |   | $              | (829,175   | )      |           | $      | (169,521 | ) |

| As of April 30, 2010 |   |
|----------------------|--------|
|                 |   |   |   |
| 2010                 |   | $ | 26,702 |   |
| 2011                 |   |   | 106,808 |   |
| 2012                 |   |   | 106,808 |   |
| Thereafter           |   |   | - |   |
|                 |   | $ | 240,318 |   |
|                 |   |   |   |   |
|                 |   |   |   |   |

----

----

| 2.1    | Share Exchange Agreement by and among Red Sun Mining, Inc., Zurvita, Inc. and the shareholders of Zurvita, Inc. dated July 30, 2009 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission August 5, 2009)                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                |
| 3.1    | Certificate of Amendment, dated June 26, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                |
| 3.2    | Certificate of Amendment to the Certificate of Incorporation, dated August 19, 2009 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 25, 2009).                                                                |
|   |                                                                                                                                                                                                                                                                                                |
| 3.3    | Certificate of Amendment to the Certificate of Incorporation, dated February 3, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010).                                                              |
|   |                                                                                                                                                                                                                                                                                                |
| 4.1    | Series A Convertible Preferred Stock Certificate of Designation, dated July 30, 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009)                                                                 |
|   |                                                                                                                                                                                                                                                                                                |
| 4.2    | Form of Series A Common Stock Purchase Warrant Certificate I between Red Sun Mining, Inc. and Vicis Capital Master fund, dated July 30, 2009 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).        |
|   |                                                                                                                                                                                                                                                                                                |
| 4.3    | Form of Series A Common Stock Purchase Warrant Certificate II between Red Sun Mining, Inc. and Midtown Partners & Co. LLC, dated July 30, 2009 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).  |
|   |                                                                                                                                                                                                                                                                                                |
| 4.4    | Securities Purchase Agreement by and between Red Sun Mining, Inc. and Vicis Capital Master Fund dated July 30, 2009 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                 |
|   |                                                                                                                                                                                                                                                                                                |
| 4.5    | Amended and Restated Series C Convertible Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 8, 2010)                                                                  |
|   |                                                                                                                                                                                                                                                                                                |
| 5.02   | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to Exhibit 5.02 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 26, 2010) |
|   |                                                                                                                                                                                                                                                                                                |
| 5.03   | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to Exhibit 5.02 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 8, 2010)    |
|   |                                                                                                                                                                                                                                                                                                |
| 5.04   | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to Exhibit 5.02 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 28, 2010) |
|   |                                                                                                                                                                                                                                                                                                |
| 5.1    | Opinion of Sichenzia Ross Friedman Ference LLP dated February 1, 2010 (incorporated by reference to Exhibit 5.1 to the Company’s Form S-8 filed with the Securities and Exchange Commission on February 1, 2010)                                                                              |
|   |                                                                                                                                                                                                                                                                                                |
| 10.1   | Advertising and Marketing Agreement by and between the Company and OmniReliant Holdings, Inc., dated July 30, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                 |
|   |                                                                                                                                                                                                                                                                                                |
| 10.2   | Marketing and Sales Agreement by and between The Amacore Group, Inc. and the Company, dated July 30, 2009 (incorporated by reference to Exhibit10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                           |
|   |                                                                                                                                                                                                                                                                                                |
| 10.3   | Employment Agreement with Mark Jarvis dated July 30, 2009 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                                                                          |
|   |                                                                                                                                                                                                                                                                                                |
| 10.4   | Commission Agreement with Tracy Jarvis dated July 30, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                                                                         |

----

|   |                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.5   | Securities Purchase Agreement by and between the Company and Midtown Partners & Co., LLC. dated October 6, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 13, 2009).                            |
|   |                                                                                                                                                                                                                                                                                              |
| 10.6   | Series B Convertible Preferred Stock Certificate of Designation Marketing and Sales Agreement dated October 6, 2009 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 13, 2009)                        |
| 10.7   | Form of Series B Common Stock Purchase Warrant Certificate between the Company and Midtown Partners & Co. LLC, dated October 6, 2009 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 13, 2009).  |
| 10.8   | Securities Purchase Agreement by and between the Company and Beyond Commerce, Inc. dated October 9, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 16, 2009).                                  |
|   |                                                                                                                                                                                                                                                                                              |
| 10.9   | License and Marketing Agreement between the Company and OmniReliant Holdings, Inc. dated October 9, 2009  (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 16, 2009).                       |
|   |                                                                                                                                                                                                                                                                                              |
| 10.10  | 6% Promissory Note dated October 9, 2009 due October 9, 2012 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 16, 2009).                                                                                   |
|   |                                                                                                                                                                                                                                                                                              |
| 10.11  | Securities Purchase Agreement by and between the Company and Vicis Captial Master Fund dated January 29, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010).                             |
|   |                                                                                                                                                                                                                                                                                              |
| 10.12  | Form of Series C Common Stock Purchase Warrant Certificate between the Company and Vicis Captial Master Fund, dated January 29, 2010 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010).      |
|   |                                                                                                                                                                                                                                                                                              |
| 10.13  | Series C Convertible Preferred Stock Certificate of Designation, dated January 29, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010)                                                         |
|   |                                                                                                                                                                                                                                                                                              |
| 10.14  | 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form S-8 filed with the Securities and Exchange Commission on February 1, 2010)                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                              |
| 10.15  | Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 8, 2010)                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                              |
| 10.16  | Series C Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 8, 2010)                                                                                                              |
|   |                                                                                                                                                                                                                                                                                              |
| 16.1   | Change in registrants certifying accountant – Letter from George Stewart, CPA dated November 3, 2009 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K with the Securities and Exchange Commission on November 9, 2009)                                            |
|   |                                                                                                                                                                                                                                                                                              |
| 23.1   | Consent of McGladrey & Pullen LLP dated January 29, 2010 (incorporated by reference to Exhibit 23.1 to the Company’s Form S-8 with the Securities and Exchange Commission on February 1, 2010)                                                                                          |
|   |                                                                                                                                                                                                                                                                                              |
| 23.2   | Consent of Sichenzia Ross Friedman Ference LLP dated February 1, 2010 January 29, 2010 (incorporated by reference to Exhibit 23.2 included in Exhibit 5.1 to the Company’s Form S-8 with the Securities and Exchange Commission on February 1, 2010)                                        |
|   |                                                                                                                                                                                                                                                                                              |
| 31.2   | Certification of the Co-Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                    |
|   |                                                                                                                                                                                                                                                                                              |
| 31.2   | Certification of Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                           |
|   |                                                                                                                                                                                                                                                                                              |
| 32.1   | Certification pursuant to Section 906 Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).                                                                                                                                                                                                        |

----

| Dated: June 14, 2010 | /s/ Jay Shafer                    |
|----------------------|-----------------------------------|
|                 | Jay Shafer                        |
|                 | Co-Chief Executive Officer        |
|                 |                              |
|                 |                              |
| Dated: June 14, 2010 | /s/ Mark Jarvis    |
|                 | Mark Jarvis                       |
|                 | Co-Chief Executive Officer        |
|                 |                              |
|                 |                              |
| Dated: June 14, 2010 | /s/ Jason Post                    |
|                 | Jason Post                        |
|                 | Chief Financial Officer           |

----

| 2.1    | Share Exchange Agreement by and among Red Sun Mining, Inc., Zurvita, Inc. and the shareholders of Zurvita, Inc. dated July 30, 2009 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission August 5, 2009)                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                |
| 3.1    | Certificate of Amendment, dated June 26, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                |
| 3.2    | Certificate of Amendment to the Certificate of Incorporation, dated August 19, 2009 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 25, 2009).                                                                |
|   |                                                                                                                                                                                                                                                                                                |
| 3.3    | Certificate of Amendment to the Certificate of Incorporation, dated February 3, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010).                                                              |
|   |                                                                                                                                                                                                                                                                                                |
| 4.1    | Series A Convertible Preferred Stock Certificate of Designation, dated July 30, 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009)                                                                 |
|   |                                                                                                                                                                                                                                                                                                |
| 4.2    | Form of Series A Common Stock Purchase Warrant Certificate I between Red Sun Mining, Inc. and Vicis Capital Master fund, dated July 30, 2009 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).        |
|   |                                                                                                                                                                                                                                                                                                |
| 4.3    | Form of Series A Common Stock Purchase Warrant Certificate II between Red Sun Mining, Inc. and Midtown Partners & Co. LLC, dated July 30, 2009 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).  |
|   |                                                                                                                                                                                                                                                                                                |
| 4.4    | Securities Purchase Agreement by and between Red Sun Mining, Inc. and Vicis Capital Master Fund dated July 30, 2009 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009)                                  |
|   |                                                                                                                                                                                                                                                                                                |
| 4.5    | Amended and Restated Series C Convertible Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 8, 2010)                                                                  |
|   |                                                                                                                                                                                                                                                                                                |
| 5.02   | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to Exhibit 5.02 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 26, 2010) |
|   |                                                                                                                                                                                                                                                                                                |
| 5.03   | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to Exhibit 5.02 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 28, 2010) |
|   |                                                                                                                                                                                                                                                                                                |
| 5.04   | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to Exhibit 5.02 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 8, 2010)    |
|   |                                                                                                                                                                                                                                                                                                |
| 5.1    | Opinion of Sichenzia Ross Friedman Ference LLP dated February 1, 2010 (incorporated by reference to Exhibit 5.1 to the Company’s Form S-8 filed with the Securities and Exchange Commission on February 1, 2010)                                                                              |
|   |                                                                                                                                                                                                                                                                                                |
| 10.1   | Advertising and Marketing Agreement by and between the Company and OmniReliant Holdings, Inc., dated July 30, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                 |
|   |                                                                                                                                                                                                                                                                                                |
| 10.2   | Marketing and Sales Agreement by and between The Amacore Group, Inc. and the Company, dated July 30, 2009 (incorporated by reference to Exhibit10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                           |
|   |                                                                                                                                                                                                                                                                                                |
| 10.3   | Employment Agreement with Mark Jarvis dated July 30, 2009 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                                                                          |
|   |                                                                                                                                                                                                                                                                                                |
| 10.4   | Commission Agreement with Tracy Jarvis dated July 30, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).                                                                                         |
|   |                                                                                                                                                                                                                                                                                                |
| 10.5   | Securities Purchase Agreement by and between the Company and Midtown Partners & Co., LLC. dated October 6, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 13, 2009).                              |
|   |                                                                                                                                                                                                                                                                                                |
| 10.6   | Series B Convertible Preferred Stock Certificate of Designation Marketing and Sales Agreement dated October 6, 2009 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 13, 2009)                          |
| 10.7   | Form of Series B Common Stock Purchase Warrant Certificate between the Company and Midtown Partners & Co. LLC, dated October 6, 2009 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 13, 2009).    |
| 10.8   | Securities Purchase Agreement by and between the Company and Beyond Commerce, Inc. dated October 9, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 16, 2009).                                    |
|   |                                                                                                                                                                                                                                                                                                |
| 10.9   | License and Marketing Agreement between the Company and OmniReliant Holdings, Inc. dated October 9, 2009  (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 16, 2009).                         |
|   |                                                                                                                                                                                                                                                                                                |
| 10.10  | 6% Promissory Note dated October 9, 2009 due October 9, 2012 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 16, 2009).                                                                                     |
|   |                                                                                                                                                                                                                                                                                                |
| 10.11  | Securities Purchase Agreement by and between the Company and Vicis Captial Master Fund dated January 29, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010).                               |
|   |                                                                                                                                                                                                                                                                                                |
| 10.12  | Form of Series C Common Stock Purchase Warrant Certificate between the Company and Vicis Captial Master Fund, dated January 29, 2010 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010).        |
|   |                                                                                                                                                                                                                                                                                                |
| 10.13  | Series C Convertible Preferred Stock Certificate of Designation, dated January 29, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010)                                                           |
|   |                                                                                                                                                                                                                                                                                                |
| 10.14  | 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form S-8 filed with the Securities and Exchange Commission on February 1, 2010)                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                |
| 10.15  | Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 8, 2010)                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                |
| 10.16  | Series C Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 8, 2010)                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                |
| 16.1   | Change in registrants certifying accountant – Letter from George Stewart, CPA dated November 3, 2009 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K with the Securities and Exchange Commission on November 9, 2009)                                              |
|   |                                                                                                                                                                                                                                                                                                |
| 23.1   | Consent of McGladrey & Pullen LLP dated January 29, 2010 (incorporated by reference to Exhibit 23.1 to the Company’s Form S-8 with the Securities and Exchange Commission on February 1, 2010)                                                                                            |
|   |                                                                                                                                                                                                                                                                                                |
| 23.2   | Consent of Sichenzia Ross Friedman Ference LLP dated February 1, 2010 January 29, 2010 (incorporated by reference to Exhibit 23.2 included in Exhibit 5.1 to the Company’s Form S-8 with the Securities and Exchange Commission on February 1, 2010)                                          |
|   |                                                                                                                                                                                                                                                                                                |
| 31.2   | Certification of the Co-Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                |
| 31.2   | Certification of Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                |
| 32.1   | Certification pursuant to Section 906 Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).                                                                                                                                                                                                          |

----