UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                QUARTERLY REPORT
                         pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                    000-19644
                            (Commission file number)


                           ALPHA NUTRACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


       California                                          33-0300193
(State of incorporation)                       (IRS Employer Identification No.)


         1229 Third Avenue
     Chula Vista, California 91911                       (619) 427-3077
(Address of principal executive offices)         (Registrant's telephone number)

     Indicate by check mark whether Alpha  Nutraceuticals,  Inc.  (ANUI) (1) has
filed all reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter  period
that ANUI was required to file such  reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

     Indicate by check mark whether Alpha  Nutraceuticals,  Inc.  (ANUI) (1) has
filed all documents and reports  required to be filed by Section 12, 13 or 15(d)
of the  Securities  Exchange  Act of  1934  subsequent  to the  distribution  of
securities under a plan confirmed by a court. [X] Yes [ ] No

     Indicate by check mark whether ANUI is an accelerated  filer (as defined in
Rule 12b-2 of the Exchange Act) [ ] Yes [X] No

     As of August 12, 2004, ANUI had 4,113,049 shares of its common stock issued
and outstanding.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
SPECIAL NOTE: FORWARD-LOOKING STATEMENTS                                     1

PART I FINANCIAL INFORMATION

Item 1. Financial Statements                                                 2

     Consolidated Balance Sheets                                             2
     Consolidated Statements of Operations                                   4
     Consolidated Statements of Stockholders' Equity                         5
     Consolidated Statements of Cash Flows                                   6
     Notes to Consolidated Financial Statements                              7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                           13

Item 3. Quantitative and Qualitative Disclosures About Market Risk          16

Item 4. Controls and Procedures                                             16

PART II OTHER INFORMATION

Item 1. Legal Proceedings                                                   17

Item 2. Changes in Securities and Use of Proceeds                           17

Item 3. Defaults Upon Senior Securities                                     17

Item 4. Submission of Matters to a Vote of Security Holders                 17

Item 5. Other Information                                                   17

Item 6. Exhibits and Reports on Form 8-K                                    17

SIGNATURES                                                                  19
<PAGE>
                    SPECIAL NOTE--FORWARD-LOOKING STATEMENTS

Certain  statements  in  this  report,  including  information  incorporated  by
reference, are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, Section 21E of the Securities  Exchange Act of 1934,
and the  Private  Securities  Litigation  Reform  Act of  1995.  Forward-looking
statements  reflect current views about future events and financial  performance
based on certain  assumptions.  They include opinions,  forecasts,  projections,
guidance,  expectations,  beliefs or other statements that are not statements of
historical  fact.  Words  such as "may,"  "will,"  "should,"  "could,"  "would,"
"expects,"   "plans,"   "believes,"   "anticipates,"   "intends,"   "estimates,"
"approximates," "predicts," or "projects," or the negative or other variation of
such  words,   and  similar   expressions   may   identify  a  statement   as  a
forward-looking statement. Forward-looking statements in this report may include
statements about:

     *    future  financial  and operating  results,  including  projections  of
          revenues,  income,  earnings per share, profit margins,  expenditures,
          liquidity and other financial items;

     *    inventories and facilities;

     *    sources and availability of raw materials;

     *    personnel;

     *    overall industry and market performance;

     *    competition;

     *    current and future economic and political conditions;

     *    product development;

     *    growth and acquisition strategies;

     *    the outcome of regulatory and litigation matters;

     *    customers;

     *    management's goals and plans for future operations; and

     *    other  assumptions  described in this report underlying or relating to
          any forward-looking statements.

The forward-looking  statements in this report speak only as of the date of this
report.  Forward-looking  statements are subject to certain events,  risks,  and
uncertainties   that  may  be  outside   of  our   control.   When   considering
forward-looking statements, you should carefully review the risks, uncertainties
and  other  cautionary  statements  in  this  report  as they  identify  certain
important  factors that could cause  actual  results to differ  materially  from
those expressed in or implied by the forward-looking  statements.  These factors
include,  among others,  the risks  described under Item 7 and elsewhere in this
report, as well as in other reports and documents we file with the SEC.

                                       1
<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    ALPHA NUTRACEUTICALS, INC.
                 (Formerly Sierra-Rockies, Corp.)
                    Consolidated Balance Sheets
--------------------------------------------------------------------------------

                                     ASSETS

                                                    As of             As of
                                                   June 30,         December 31,
                                                     2004              2003
                                                   --------          --------
CURRENT ASSETS
   Cash                                            $ 50,080          $111,864
   Accounts receivable                              323,721                --
   Accounts receivable (a related party)             85,295                --
   Inventory                                        256,490                --
   Employee advances                                  1,685                --
                                                   --------          --------

      Total Current Assets                          717,271           111,864

NET PROPERTY & EQUIPMENT                            139,120                --

OTHER ASSETS
   Note receivable                                   50,861                --
   Deposits                                           5,940                --
                                                   --------          --------

      Total Other Assets                             56,801                --
                                                   --------          --------

         TOTAL ASSETS                              $913,192          $111,864
                                                   ========          ========

                       See Notes to Financial Statements

                                       2
<PAGE>
                           ALPHA NUTRACEUTICALS, INC.
                        (Formerly Sierra-Rockies, Corp.)
                           Consolidated Balance Sheets
--------------------------------------------------------------------------------

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                             As of                 As of
                                                                            June 30,            December 31,
                                                                              2004                  2003
                                                                          -----------           -----------
<S>                                                                       <C>                   <C>
CURRENT LIABILITIES
   Accounts payable                                                       $   546,170           $    93,674
   Sales tax payable                                                            1,887                    --
   Income taxes payable                                                        31,233                    --
   Credit line payable                                                         48,050                    --
                                                                          -----------           -----------
      Total Current Liabilities                                               627,340                93,674

LONG-TERM LIABILITIES
   Stockholders' loan payable                                                 268,898                    --
   Note payable (a related party)                                              18,000                    --
                                                                          -----------           -----------
      Total Long-Term Liabilities                                             286,898                    --
                                                                          -----------           -----------

TOTAL LIABILITIES                                                             914,238                93,674

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock ($0.001 par value, 50,0000,000 shares authorized
       4,113,049 and 1,037,049 shares issued and outstanding
       as of June 30, 2004 and December 31, 2003, respectively)                 4,113                 1,037
   Additional paid-in Capital                                               5,666,076             5,600,249
   Retained earnings (deficit)                                             (5,671,235)           (5,583,096)
                                                                          -----------           -----------
     Total Stockholders' Equity (Deficit)                                      (1,046)               18,190
                                                                          -----------           -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                        $   913,192           $   111,864
                                                                          ===========           ===========
</TABLE>

                       See Notes to Financial Statements

                                       3
<PAGE>
                           ALPHA NUTRACEUTICALS, INC.
                        (Formerly Sierra-Rockies, Corp.)
                      Consolidated Statements of Operations
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       Six Months        Six Months      Three Months      Three Months
                                         Ended             Ended            Ended             Ended
                                        June 30,          June 30,         June 30,          June 30,
                                          2004              2003            2004              2003
                                       -----------       ----------      -----------       -----------
<S>                                    <C>               <C>             <C>               <C>
REVENUES
   Sales - supplements                 $ 1,393,954       $       --      $   714,708       $        --
   Returns and allowances                  (36,278)              --          (36,278)               --
                                       -----------       ----------      -----------       -----------
Total Revenues                           1,357,676               --          678,430                --

COST OF REVENUES                          (821,453)              --         (427,490)               --
                                       -----------       ----------      -----------       -----------
GROSS PROFIT                               536,223               --          250,940                --

OPERATING EXPENSES
   Depreciation expense                      4,103               --            2,052                --
   Administrative expenses                 619,679               --          245,276                --
                                       -----------       ----------      -----------       -----------
Total Operating Expenses                   623,782               --          247,328                --
                                       -----------       ----------      -----------       -----------

OPERATING INCOME (LOSS)                    (87,559)              --            3,612                --

OTHER INCOME & (EXPENSES)
   Interest expense                           (580)              --             (580)               --
                                       -----------       ----------      -----------       -----------
Total Other Income & (Expenses)               (580)              --             (580)               --
                                       -----------       ----------      -----------       -----------

INCOME (LOSS) BEFORE INCOME TAXES      $   (88,139)      $       --      $     3,032       $        --

INCOME TAX (PROVISION) BENEFIT                  --               --               --                --
                                       -----------       ----------      -----------       -----------

NET INCOME (LOSS)                      $   (88,139)      $       --      $     3,032       $        --
                                       ===========       ==========      ===========       ===========

BASIC EARNINGS (LOSS) PER SHARE        $     (0.02)      $     0.00      $      0.00       $      0.00
                                       ===========       ==========      ===========       ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING               4,067,335          173,828        4,113,049           173,828
                                       ===========       ==========      ===========       ===========
</TABLE>

                       See Notes to Financial Statements

                                       4
<PAGE>
                           ALPHA NUTRACEUTICALS, INC.
                        (Formerly Sierra-Rockies, Corp.)
            Consolidated Statement of Stockholders' Equity (Deficit)
                  From December 31, 2001 through June 30, 2004
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        Additional       Retained
                                             Common        Common        Paid-in         Earnings
                                             Shares        Stock         Capital         (Deficit)           Total
                                             ------        -----         -------         ---------           -----
<S>                                         <C>         <C>           <C>             <C>               <C>
Balance, December  31, 2001                   173,828     $   174       $       --      $(5,482,513)      $(5,482,339)

Net income for the year ended
December 31, 2002                                                                                --                --
                                           ----------     -------       ----------      -----------       -----------
Balance,  December 31, 2002                   173,828         174               --       (5,482,513)       (5,482,339)
                                           ==========     =======       ==========      ===========       ===========

November 6, 2003 cancellation of
stock subscription                            (56,780)        (57)              57                                 --

Stock issued for debt relief on
November 6, 2003 @ $9.56 per share            570,001         570        5,450,492                          5,451,062

Stock issued for cash on November 6,
2003 @ $0.50 per share                        300,000         300          149,700                            150,000

Stock issued on November 6, 2003               50,000          50               --                                 50

Net loss for the year ended
December 31, 2003                                                                          (100,583)         (100,583)
                                           ----------     -------       ----------      -----------       -----------
Balance,  December 31, 2003                 1,037,049       1,037        5,600,249       (5,583,096)           18,190
                                           ==========     =======       ==========      ===========       ===========

Recapitalization (note 1)                   3,000,000       3,000           27,903                             30,903

Stock issued for services rendered on
March 11, 2004 @ $0.50 per share               76,000          76           37,924                             38,000

Net loss for the six months ended
June 30, 2004                                                                               (88,139)          (88,139)
                                           ----------     -------       ----------      -----------       -----------
Balance, June 30, 2004                      4,113,049     $ 4,113       $5,666,076      $(5,671,235)      $    (1,046)
                                           ==========     =======       ==========      ===========       ===========
</TABLE>

                       See Notes to Financial Statements

                                       5
<PAGE>
                           ALPHA NUTRACEUTICALS, INC.
                        (Formerly Sierra-Rockies, Corp.)
                      Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             Six Months    Six Months   Three Months   Three Months
                                                               Ended         Ended         Ended          Ended
                                                              June 30,      June 30,      June 30,       June 30,
                                                                2004          2003         2004           2003
                                                              ---------     ---------    ---------      ---------
<S>                                                           <C>           <C>          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                           $ (88,139)    $      --    $   3,032      $      --
  Depreciation expense                                            4,103            --        2,052             --
  (Increase) decrease in accounts receivable                   (409,016)           --     (144,309)            --
  (Increase) decrease in inventory                             (256,490)           --      (22,917)            --
  (Increase) decrease in prepaid expenses                            --            --        5,084             --
  (Increase) decrease employee advances                          (1,685)           --       (1,400)            --
  (Increase) decrease in depositis                               (5,940)           --       (5,940)            --
  Increase (decrease) in accounts payable                       452,496            --       96,161             --
  Increase (decrease) in sales tax payable                        1,887            --       (7,411)            --
  Increase (decrease) in income taxes payable                    31,233            --           --             --
  Increase (decrease) in line of credit                          48,050            --       (1,455)            --
  Increase (decrease) in insurance payable                           --            --         (360)            --
  Common stock issued for services                               38,000            --           --             --
                                                              ---------     ---------    ---------      ---------
     Net Cash Provided by (Used in) Operating Activities       (185,501)           --      (77,463)            --

CASH FLOWS FROM INVESTING ACTIVITIES
  Net sale (purchase) of fixed assets                          (143,223)           --     (120,215)            --
                                                              ---------     ---------    ---------      ---------
     Net Cash Provided by (Used in) Investing Activities       (143,223)           --     (120,215)            --

CASH FLOWS FROM FINANCING ACTIVITIES
  Change in note receivable                                     (50,861)           --         (581)            --
  Change in stockholders' loan payable                          268,898            --      157,701             --
  Change in note payable                                         18,000            --       (6,000)            --
  Change in common stock                                          3,000            --           --             --
  Change in additional paid-in capital                           27,903            --           --             --
                                                              ---------     ---------    ---------      ---------

     Net Cash Provided by (Used in) Financing Activities        266,940            --      151,120             --
                                                              ---------     ---------    ---------      ---------

Net Increase (Decrease) in Cash                                 (61,784)           --      (46,558)            --

Cash at Beginning of Period                                     111,864            66       96,638             66
                                                              ---------     ---------    ---------      ---------

Cash at End of Period                                         $  50,080     $      66    $  50,080      $      66
                                                              =========     =========    =========      =========

Supplemental  Cash Flow Disclosures:
  Cash paid during period for interest                        $     580     $      --    $     580      $      --
                                                              =========     =========    =========      =========
  Cash paid during period for taxes                           $      --     $      --    $      --      $      --
                                                              =========     =========    =========      =========

Schedule of Non-Cash Activities:
  Common stock received for services                          $  38,000     $      --    $      --      $      --
                                                              =========     =========    =========      =========
</TABLE>
                       See Notes to Financial Statements

                                       6
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

GENERAL

Alpha  Nutraceuticals,  Inc. (Formerly  Sierra-Rockies,  Corp.) was incorporated
under  the laws of the State of  California  on March 14,  1988.  The  Company's
offices are located at 1229-C Third Ave. in Chula Vista,  California  (San Diego
County). Alpha Nutraceuticals,  Inc. through its subsidiary,  Let's Talk Health,
Inc., also a California  Corporation  (LTH) and Avidia Nutrition (a wholly owned
subsidiary),  sells vitamins and nutritional supplements as well as other health
related  products.  The Company entered into this business on January 1, 2004 as
part of a Plan of Reorganization  approval by the United States Bankruptcy Court
for the Southern District of California.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. ACCOUNTING METHOD

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

B. BASIS OF CONSOLIDATION

The  consolidated  financial  statements of Alpha  Nutraceuticals,  Inc. include
those accounts of Let's Talk Health,  Inc. and Avidia  Nutrition (a wholly owned
subsidiary).  Alpha  Nutraceutical,  Inc.  owns  title to all of the  assets and
liabilities  of  the   consolidated   financial   statement.   All   significant
intercompany transactions have been eliminated.

C. CASH EQUIVALENTS

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

D. ACCOUNTS RECEIVABLE

The Company considers accounts receivable to be fully collectible;  accordingly,
no  allowances   for  doubtful   accounts  are  required.   If  amounts   become
uncollectable,  they will be charged to operations  when that  determination  is
made.

                                       7
<PAGE>
E. INVENTORY

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

F. PROPERTY AND EQUIPMENT

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

G. ESTIMATES

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

H. REVENUE RECOGNITION AND DEFERRED REVENUE

Let's Talk Health, Inc. revenue consists of the sale of nutritional  supplements
via internet and telephone  orders.  Revenue is recognized  when a sale is made.
Avidia  Nutrition.  revenue  consists of the retail and wholesale of nutritional
supplements. Revenue is recognized when a sale is made.

I. RELATED PARTY TRANSACTIONS

The  majority of the  Company's  accounts  receivable  are from  Hospital  Santa
Monica,  a related and controlled US corporation.  The Company's note receivable
is also from Hospital Santa Monica.

Long-term  note  payable  represents  a note to a related  party.  This note was
established on September 2002 with a related party. As of June 30, 2004 the note
was classified as a non-interest bearing note.

The note payable to  stockholders'  consists of unsecured  advances  made to the
Company for working capital purposes.  The advances were made under a promissory
note agreement that allows the Company to borrow from certain  shareholders.  As
of June 30, 2004 the note was classified as a non-interest bearing note.

The  Company  paid a salary to a  stockholder  of the  Company  in the amount of
$5,000.

                                       8
<PAGE>
The Company rents office space from a stockholder under a month-to-month  verbal
agreement. Rent expense for the six months ended June 30, 2004 was $32,291.

J. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share.

Basic net loss per share  amounts is computed by dividing  the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

K. LINE OF CREDIT

The Company has a $50,000  line of credit.  The line of credit is an  adjustable
rate loan. The loan is open revolving line of credit.  There are no restrictions
on the use of this line of credit. There is an outstanding balance of $48,050 as
of June 30, 2004.

L. INCOME TAXES

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

NEW ACCOUNTING PRONOUNCEMENTS:

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44 and 64,  Amendment of FASB Statement No.
13, and  Technical  Corrections  ("SFAS  145").  Among  other  things,  SFAS 145
eliminates the  requirement  that gains and losses from the  extinguishments  of
debt be  classified  as  extraordinary  items.  SFAS 145 is effective for fiscal
years beginning after May 15, 2002, with early adoption permitted.  The adoption
of  SFAS  145 did not  have a  material  effect  on the  Company's  consolidated
financial statements.

In June 2002, the Financial  Accounting Standards Board issued SFAS No. 146. The
standard requires  companies to recognize costs associated with exit or disposal
activities  when they are incurred rather than at the date of a commitment to an
exit or disposal  plan.  The  adoption of SFAS 146 did not have an effect on the
Company's consolidated financial statements.

                                       9
<PAGE>
In October 2002, the Financial  Accounting  Standards Board issued SFAS No. 147,
"Acquisitions  of  Certain  Financial   Institutions  -  an  amendment  of  FASB
Statements  No. 72 and 144 and FASB  interpretation  No.  9".  SFAS 147  removes
acquisitions of financial  institutions  from the scope of both Statement 72 and
interpretation  9 and  requires  that those  transactions  be  accounted  for in
accordance  with FASB  Statements No. 141,  BUSINESS  COMBINATIONS,  and No. 142
GOODWILL AND OTHER  INTANGIBLE  ASSETS.  Thus, the requirement in paragraph 5 of
Statement 72 to recognize  (and  subsequently  amortize)  any excess of the fair
value of  liabilities  assumed over the fair value of tangible and  identifiable
intangible  assets  acquired  as an  unidentifiable  intangible  asset no longer
applies to acquisitions  within the scope of this Statement.  In addition,  this
Statement  amends FASB  Statement  No. 144,  ACCOUNTING  FOR THE  IMPAIRMENT  OR
DISPOSAL   OF   LONG-LIVED   ASSETS,   to   include   in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor  and borrower  relationship  intangible  assets and credit  cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow  recoverability  test and impairment loss recognition and
measurement  provisions that Statement 144 requires for other long-lived  assets
that are held and used.  SFAS 147 is effective  October 1, 2002. The adoption of
SFAS  147 did  not  have  an  effect  on the  Company's  consolidated  financial
statements.

In December 2002, the Financial  Accounting Standards Board issued SFAS No. 148,
"Accounting  for  Stock-Based  Compensation - Transition and  Disclosure"  (SFAS
148). SFAS 148 amends SFAS No. 123  "Accounting  for  Stock-Based  compensation"
(SFAS 123), to provide  alternative methods of transition for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  prominent  disclosures  in both  annual and  interim  financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results. SFAS 148 is effective for
fiscal  years  beginning  after  December  15,  2002.  The  interim   disclosure
provisions are effective for financial reports containing  financial  statements
for interim periods  beginning after December 15, 2002. The adoption of SFAS 148
did not have an effect on the Company's consolidated financial statements.

NOTE 3. INVENTORY

Inventory at June 30, 2004 is summarized as follows:

                                                                   June 30,
                                                                     2004
                                                                   --------

     Vitamins & nutritional supplements                            $256,490
                                                                   --------

      Total inventory                                              $256,490
                                                                   ========

                                       10
<PAGE>
Inventory  is stated  at the  lower of cost  (first-in,  first-out)  or  market.
Inventory costs include any material,  labor and manufacturing overhead incurred
by the Company in the production of inventory.  Inventory is primarily  vitamins
and nutritional supplements purchased from outside manufacturers then shipped to
the retailer for sale.

NOTE 4. PROPERTY & EQUIPMENT

Property  and  equipment  is  stated  at  cost.  Additions,   renovations,   and
improvements are capitalized. Maintenance and repairs, which do not extend asset
lives,  are expensed as incurred.  Depreciation  is provided on a  straight-line
basis over the  estimated  useful lives  ranging from 27.5 years for  commercial
rental properties, 5 years for tenant improvements, and 5 - 7 years on furniture
and equipment.

                                                                      June 30,
                                                                        2004
                                                                      ---------

     Equipment                                                        $  94,053
     Furniture                                                            2,683
     Leasehold Improvements                                              85,473
                                                                      ---------
                                                                      $ 182,209
     Less Accumulated Depreciation                                      (43,089)
                                                                      ---------
     NET PROPERTY AND EQUIPMENT                                       $ 139,120
                                                                      =========

Depreciation expense for the six months ended June 30, 2004 is 4,103.

NOTE 5. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryfowards.  Deferred tax expense  (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

At June 30, 2004 the  Company  has  significant  operating  and  capital  losses
carryfoward.  The tax benefits resulting for the purposes have been estimated as
follows:

                                                                   June 30, 2004
                                                                   -------------

     Beg. retained earnings                                         $(5,583,096)

     Net income (Loss) for the six months ended of 6/30/04              (88,139)
                                                                    -----------
     Ending retained earnings                                       $(5,671,235)

     Gross income tax benefit                                       $ 1,928,220
     Valuation allowance                                             (1,928,220)
                                                                    -----------
     Net income tax benefit                                         $        --
                                                                    ===========

                                       11
<PAGE>
The net operating loss expires twenty years from the date the loss was incurred.
In  accordance  with SFAS 109  paragraph 18 the Company has reduced its deferred
tax benefit  asset by a valuation  allowance  due to negative  evidence that has
caused the Company to feel it is more  likely than not that some  portion or all
of the  deferred  tax asset will not be  realized.  No portion of the  valuation
allowance will be allocated to reduce  goodwill or other  noncurrent  intangible
asset of an acquired entity. There are no temporary  differences or carryforward
tax effects that would significantly effect the Companies deferred tax asset.

Utilization of the net operating losses and credit  carryforwards may be subject
to a substantial  annual limitation due to the "change in ownership"  provisions
of the Internal  Revenue Code of 1986.  The annual  limitation may result in the
expiration of net operating losses and credits before  utilization.  None of the
valuation  allowance  recognized  was  allocated  to  reduce  goodwill  or other
noncurrent  intangible  assets of an acquired  entity or directly to contributed
capital.

NOTE 6. LONG-TERM DEBT

                                    Interest       Balance as of        Maturity
                                      Rate         June 30, 2004          Date
                                      ----         -------------          ----
     Note payable - D Whitney          0             $18,000             8/2005

Outstanding  Note payable is to a related  party and is a  non-interest  bearing
note.

NOTE 7. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On November 6, 2003 the Company issued 570,001 shares of common stock for relief
of debt valued at $9.56 per share.

On November 6, 2003 the Company  issued  300,000 shares of common stock for cash
valued at $0.50 per share.

On November 6, 2003 the Company  issued  50,000  shares of common stock for cash
valued at $0.001 per share.

On  January  1,  2004  the  Company  issued   3,000,000  share  of  stock  in  a
recapitalization of the Company.

                                       12
<PAGE>
On March 11, 2004 the Company  issued 76,000 shares of common stock for services
valued at $0.50 a share.

As of June 30, 2004 the Company has 4,113,049  shares of common stock issued and
outstanding.

NOTE 8. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of June 30, 2004.

(A) Common stock, $ 0.001 par value;  50,000,000  shares  authorized;  4,113,000
shares issued and outstanding.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following  discussion  and analysis is intended to help you  understand  our
financial  condition and results of  operations  for the three months ended June
30, 2004. You should read the following  discussion  and analysis  together with
our unaudited  financial  statements  and the notes to the financial  statements
included under Item 1 in this report, as well as the information included in our
Annual Report on Form 10-K for the year ended  December 31, 2003 and our Reports
on Form 8-K and 8-K-A  submitted in 2004.  Our future  financial  condition  and
results of  operations  will vary from our  historical  financial  condition and
results of operations as described below.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial  statements requires that we make estimates and
assumptions  that affect the amounts  reported in our financial  statements  and
their  accompanying  notes. We have identified  certain policies that we believe
are  important  to the  portrayal  of our  financial  condition  and  results of
operations.  These policies  require the application of significant  judgment by
our  management.  We base our estimates on our historical  experience,  industry
standards,  and various other  assumptions  that we believe are reasonable under
the  circumstances.  Actual  results  could  differ from these  estimates  under
different  assumptions  or  conditions.  An  adverse  effect  on  our  financial
condition, changes in financial condition, and results of operations could occur
if circumstances change that alter the various assumptions or conditions used in
such estimates or assumptions.  Further  information on these assumptions and on
our accounting  policies will be found in the notes to our financial  statements
contained  in this Form 10-Q and in our most  recent  8-K-A.  There have been no
significant  changes to these  policies  during the three  months ended June 30,
2004.

RECENT DEVELOPMENTS

In May 2004 we acquired a manufacturing  facility which we expect to use both to
manufacture  some of the products  which we sell on a retail basis as well as to
manufacture  "private  label"  products for other  retailers.  Additionally,  we

                                       13
<PAGE>
continue to evaluate  expansion  opportunities that could increase product lines
and/or customers or increase our manufacturing capabilities.

RESULTS OF  OPERATIONS--THREE  MONTHS ENDED JUNE 30, 2004 VS. THREE MONTHS ENDED
JUNE 30, 2003

SALES

                           Three Months Ended June 30,
                           ---------------------------
                             2004                 2003
                             ----                 ----
     Total Sales          $ 678,430             $     0

From 1997 through 2003 the company was inactive;  it had no operations  and thus
no  revenues.  On January 1, 2004 we acquired  Let's Talk  Health,  Inc., a mail
order retailer of nutritional supplements and related health care products. As a
result of this  acquisition  our sales went from zero to  $679,246  in the first
three  months of this year and  $678,430 in the second three months of the year.
Looking forward we anticipate  moderate growth in retail sales coupled with some
new wholesale sales based on private label contract  manufacturing  at our newly
acquired manufacturing facility.

COST OF REVENUES

Cost of  Revenues  including  costs of  goods  sold and  selling  expenses  were
$393,963  (58% of sales) in the three  months  ended March 31, 2004 and $427,490
(63% of sales) in the three  months  ended  June 30,  2004.  Looking  forward we
anticipate  a  reduction  in  costs  of goods  sold as a  result  of our  recent
acquisition of a manufacturing facility.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative  expenses were $376,454 (55.4% of sales) in the three
months ended March 31, 2004,  and $247,328  (36.5% of sales) in the three months
ended June 30,  2004.  Approximately  $72,000  included  in the first  quarter's
expenses  were  non-recurring  costs  associated  with the  company's  voluntary
bankruptcy filed under Chapter 11 in 2003. Looking forward we anticipate general
and  administrative  expenses to increase modestly due to our expansion into the
manufacturing sector,  however we also expect that these increased costs will be
offset by new, private label manufacturing sales.

                                       14
<PAGE>
NET PROFIT FROM OPERATIONS

                           Three Months Ended June 30,
                           ---------------------------
                             2004                 2003
                             ----                 ----
      Net Profit          $ 3,612               $    0

 In the quarter  ended June 30, 2004 the company  earned $3,612 on operations or
about half of one percent of sales.  This  followed a loss in the quarter  ended
March  31,  2004  of  $91,171  which  was  largely  due to  non-recurring  costs
associated  with its voluntary  bankruptcy  filed under Chapter 11 in 2003.  The
company's  plan of  reorganization  was approved by the U.S.  Bankruptcy  Court,
Southern District of California, in November, 2003, but certain costs associated
with that  bankruptcy  were only approved and ordered paid by the Court on March
5, 2004.  Looking  forward we anticipate a reduction in costs of goods sold as a
result of our recent  acquisition of a manufacturing  facility.  This,  combined
with growth of sales, is expected to result in further profitable  operations in
the future.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital decreased in the three months ended June 30, 2004 to $50,080
versus $96,638 at March 31, 2004. Cash and cash equivalents decreased by $46,558
primarily as a result of expenditures for capital equipment.

Capital  expenditures  for the three months  ended June 30, 2004 were  $120,215.
These   expenditures   were  primarily  for  investment  in  equipment  used  in
manufacturing  of  nutritional  supplements.  The  company  believes  that  this
investment in manufacturing  will result in a reduction in cost of goods sold in
the near future.

OFF-BALANCE SHEET ARRANGEMENTS

We do not  have any  off-balance  sheet  debt  nor do we have any  transactions,
arrangements or relationships with any special purposes entities.

CONTRACTUAL OBLIGATIONS

The company  has no known  contractual  obligations  or  commercial  commitments
extending out more than 30 days.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent  accounting  pronouncements  are  discussed  in the  Notes  to  Financial
Statements  contained in our Annual Report for 2003. As of June 30, 2004, we are
not aware of any additional  pronouncements that materially effect our financial
position or results of operations.

                                       15
<PAGE>
RISKS

You  should  carefully  consider  the risks  described  under Item 7 of our 2003
Annual Report,  as well as the other  information in our 2003 Annual Report,  in
this report,  and in the Form 8-K and Form 8-K-A filed during the first  quarter
of 2004  when  evaluating  our  business  and  future  prospects.  If any of the
identified risks actually occur, our business,  financial  condition and results
of operations could be seriously  harmed. In that event, the market price of our
common  stock could  decline and you could lose all or a portion of the value of
your investment in our common stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not currently  exposed to any  significant  market risk of potential loss
arising  from  adverse  changes  in market  rates and  prices,  such as  foreign
currency  exchange and interest  rates.  We do expect that in the near future we
will begin selling  supplements  overseas,  particularly in Europe.  If European
sales develop as expected,  we would be subject to risks associated with foreign
exchange rates, and we may explore the possibilities for entering into financial
instruments  to try to manage  and  reduce  the  impact of  changes  in  foreign
currency  exchange  rates.  We do not expect to enter into  derivatives or other
financial instruments for trading or speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

We maintain  certain  disclosure  controls and procedures.  They are designed to
help ensure that material  information is: (1) gathered and  communicated to our
management,  including our principal  executive  and  financial  officers,  on a
timely basis; and (2) recorded, processed,  summarized,  reported and filed with
the SEC as required under the Securities Exchange Act of 1934.

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  evaluated the effectiveness of our disclosure  controls and
procedures as of June 30, 2004. Based on their  evaluation,  they concluded that
our disclosure controls and procedures were effective for their intended purpose
described  above.  There  were no changes to our  internal  controls  during the
quarterly period ended June 30, 2004 that have materially affected,  or that are
reasonably likely to materially affect, our internal controls.

                                       16
<PAGE>
                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibit index shows those exhibits filed with this report and
     those incorporated by reference.

                                       17
<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT
NUMBER                   DESCRIPTION                             INCORPORATED BY REFERENCE TO
------                   -----------                             ----------------------------
<S>          <C>                                             <C>
2.1           Plan of Reorganization, dated as                Exhibit 2.1 of ANUI's Report on
              of November 6, 2003.                            Form 8-K filed with the commission
                                                              on January 16, 2004.

2.1(a)        Asset Purchase Agreement by and                 Exhibit 2.1 of ANUI's Report of
              between the registrant and the                  Form 8-K filed with the commission
              shareholders of Avidia Nutritional              on June 1, 2004.
              Group, Inc., a California
              corporation, dated May 29, 2004.

2.2           Asset Purchase Agreement by and                 Exhibit 2.2 of ANUI's Report on
              between the registrant and the                  Form 8-K filed with the commission
              shareholders of Let's Talk Health,              on January 16, 2004.
              Inc., a California corporation.

3(i)          Restated Certificate of                         Exhibit 2.3 of ANUI's Report on
              Incorporation of Alpha                          Form 8-K filed with the commission
              Nutraceuticals, Inc., filed with                on January 16, 2004.
              the California Secretary of State
              on January 8, 2004

3(ii)         By-laws of Alpha Nutraceuticals, Inc.           Exhibit 3(ii) of ANUI's Amendment
                                                              No. 2 to the Registration
                                                              Statement on Form 10 filed with
                                                              the commission on April 6, 1992.

31.1          Rule 13a-14(a)/15d-14(a)                        Filed herewith
              Certification of Chief Executive Officer

31.2          Rule 13a-14(a)/15d-14(a)                        Filed herewith
              Certification of Chief Financial Officer

32            Section 1350 Certification                      Filed herewith
</TABLE>

 (b) Reports on Form 8-K

On June 1, 2004, we filed a Report on Form 8-K with the SEC announcing  that the
company had acquired Avidia Nutritional  Group, Inc., a California  corporation,
which manufactures nutritional  supplements.  This report was the only report on
Form 8-K that we filed during the quarterly period ended June 30, 2004.

                                       18
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  Alpha
Nutraceuticals,  Inc., the registrant,  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date: August 13, 2004
                                      ALPHA NUTRACEUTICALS, INC.

                                      By: /s/ James Cartmill
                                         ------------------------------------
                                         James Cartmill, Chief Financial Officer


Mr. Cartmill is the principal  financial officer of Alpha  Nutraceuticals,  Inc.
and has been duly authorized to sign on its behalf.

                                       19