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


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB/A**





**ALPHA
      NUTRACEUTICALS, INC.**





[**X**]
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
      the quarterly period ended September 30, 2004**





[
                ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d)OF
                THE SECURITIES EXCHANGE ACT OF 1934





**For
      the transition period from ___________ to _____________**




**Nevada**
            
            **000-19644**
            
            **33-0300193**(State
                or other jurisdiction
            
            (Commission
                File Number)
            
            (IRS
                Employerof
                Incorporation)
            
            
            
            Identification
                Number)**2038
                Corte Del Nogal, Suite 110****Carlsbad,
                CA 92008**(Address
                of principal executive offices)**888-772-1288**(Issuer’s
                Telephone Number)





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





Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 or the Exchange Act


Yes
      No **X**





**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution
      of
      securities under a plan confirmed by a court. Yes **_** **X_** No
      ____





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date:





**92,239
      common shares outstanding, $0.001 par value, at September 30,
      2004**





Transitional
      Small Business Disclosure Format: **No**





**Introduction:
      This Form 10-QSB/A for the quarterly period ended September 30, 2004 is being
      filed in order to amend incorrect financial statements in the original filing
      on
      Form 10-QSB for the quarterly period ended September 30,
      2004.**


**PART
      I**













**ITEM
      1.**   **FINANCIAL
      STATEMENTS**





Our
      financial statements and related notes are located on the “F” pages at the end
      of this report.





**ITEM
      2.**   **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS**





**FORWARD-LOOKING
      STATEMENTS**





The
      information in this Quarterly Report on Form 10-QSB contains forward-looking
      statements within the meaning of Section 27A of the Securities Act of 1933,
      as
      amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
      These forward-looking statements involve risks and uncertainties, including
      statements regarding our capital needs, business plans, and expectations. These
      risks and uncertainties could cause actual results to differ materially from
      those expressed in forward-looking statements. We base these forward-looking
      statements on our expectations and projections about future events, which we
      derive from the information currently available to us. Such forward-looking
      statements relate to future events or our future performance. Forward-looking
      statements are only predictions. The forward-looking events discussed in this
      Quarterly Report, the documents to which we refer you, and other statements
      made
      from time to time by us or our representatives, may not occur, and actual events
      and results may differ materially and are subject to risks, uncertainties,
      and
      assumptions about us. For these statements, we claim the protection of the
      “bespeaks caution” doctrine. The forward-looking statements speak only as of the
      date hereof, and we expressly disclaim any obligation to publicly release the
      results of any revisions to these forward-looking statements to reflect events
      or circumstances after the date of this filing.





**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 Current Report on Form 8-K.
      There have been no significant changes to these policies during the period
      discussed in this Report on Form 10-QSB.





**RISK
      FACTORS**





You
      should carefully consider the risks described below, as well as the other
      information in this report, when evaluating our business and future prospects.
      Should any of the following risks actually occur, our business,


financial
      condition and results of operations could be seriously harmed. In that event,
      the market price of our common stock could decline and investors could lose
      all
      or a portion of the value of their investment in our common


stock.





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





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





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





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





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





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





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





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




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





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





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





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





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





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





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





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





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





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





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





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





• changes
      and limits in import and export controls;





• increases
      in custom duties and tariffs;





• changes
      in government regulations and laws;





• coordination
      of geographically separated locations;





• changes
      in currency exchange rates;





• economic
      and political instability; and





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





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





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




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





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





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





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





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





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





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





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





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





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





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





**Our
      stock price could fluctuate significantly.**





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





• broad
      market fluctuations and general economic conditions;





• fluctuations in our financial results;





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





• the
      general condition of the nutritional supplement industry;





• increased competition;





• regulatory action;





• adverse
      publicity; and





• product
      and other public announcements.





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





**RECENT
      DEVELOPMENTS**





In
      May
      2004 we acquired a manufacturing facility which we expect to use both to
      manufacture some of the products that we sell on a retail basis as well as
      to
      manufacture “private label” products for other retailers. Additionally, we
      continue to evaluate expansion opportunities that could increase product lines
      and/or customers or increase our manufacturing capabilities.





**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





**SALES**





**Three
                Months**
              **Ended
                September 30****2004**
            
            **2003****Total
                Sales**
            $1,131,671
            
            -





From
      1997
      though 2003 we were inactive, 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 increased to $1,131,671 for the three month period ending
      September 30, 2004 as compared to zero revenues for the three month period
      ending September 30, 2003. 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.








**Nine
                Months**
              **Ended
                September 30****2004**
            
            **2003****Total
                Sales**
            $2,489,347
            
            -





From
      1997
      though 2003 we were inactive, 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 increased to $2,489,347 for the nine month period ending
      September 30, 2004 as compared to zero revenues for the nine month period ending
      September 30, 2003. 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 $351,331 in
      the
      three months ended September 30, 2004 as compared with $0 for the three months
      ended September 30, 2003. Looking forward we anticipate a reduction in costs
      of
      goods sold as a result of our recent acquisition of a manufacturing
      facility.





Cost
      of
      Revenues including costs of goods sold and selling expenses were $1,172,784
      in
      the nine months ended September 30, 2004 as compared with $0 for the nine months
      ended September 30, 2003. 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 $570,389 in the three months ended September
      30, 2004 as compared with $0 for the three months ended September 30, 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.





General
      and administrative expenses were $1,194,171 in the nine months ended September
      30, 2004 as compared with $0 for the nine months ended September 30, 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.








**NET
      PROFIT FROM OPERATIONS**








**Three
                Months**
              **Ended
                September 30****2004**
            
            **2003****Net
                Profit**
            $204,428
            
            -





For
      the
      three months ended September 30, 2004, we earned $204,428 on operations or
      about
      18% percent of sales as compared with $0 on operations for the three months
      ended September 30, 2003. 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.





**Nine
                Months**
              **Ended
                September 30****2004**
            
            **2003****Net
                Profit**
            $116,289
            
            -





For
      the
      nine months ended September 30, 2004, we earned $116,289 on operations or about
      4% percent of sales as compared with $0 on operations for the nine months ended
      September 30, 2003. 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
      cash
      on hand increased for the three months ended September 30, 2004 to $133,368
      versus $0 for the three months ended September 30, 2003.





**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**





We
      have
      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 September 30, 2004, we are not
      aware of any additional pronouncements that materially effect our financial
      position or results of operations.





**EMPLOYEES**





As
      of
      September 30, 2004, we employed 9 full-time employees, 2 of whom held executive
      management positions. Of the remaining full-time employees, 4 were employed
      in
      sales and marketing, and 3 in shipping and receiving.





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








**ITEM
      3.**   **CONTROLS
      AND PROCEDURES**





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange
      Act”) we carried out an evaluation of the effectiveness of the design and
      operation of our disclosure controls and procedures as of September 30, 2004,
      being the date of our most recently completed fiscal quarter. This evaluation
      was carried out under the supervision and with the participation of our Chief
      Executive Officer and Chief Financial Officer. Based upon that evaluation,
      they
      concluded that our disclosure controls and procedures are effective to ensure
      that information required to be disclosed in our Exchange Act reports is
      recorded, processed, summarized, and reported within the time periods specified
      in the Securities and Exchange Commission’s rules and forms, and that such
      information is accumulated and communicated to them to allow timely decisions
      regarding required disclosure.





During
      our most recently completed fiscal quarter ended September 30, 2004, there
      were
      no changes in our internal control over financial reporting that have materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.





**PART
      II**





**ITEM
      1.**   **LEGAL
      PROCEEDINGS**





We
      currently are not party to any legal proceedings and to our knowledge, no such
      proceedings are threatened or contemplated





**ITEM
      2.**   **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





Other
      than as reported on our Current Reports on Form 8-K filed with the SEC, we
      did
      not complete any sales of securities without registration under the Securities
      Act of 1933 during the quarter ended September 30, 2004.





**ITEM
      3.**   **DEFAULT
      UPON SENIOR SECURITIES**





None





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





No
      other
      matter were submitted to our security holders for a vote during the quarter
      ended September 30, 2004.





**ITEM
      5.**   **OTHER
      INFORMATION**





None





**ITEM
      6.**   **EXHIBITS**





**Exhibit**
              **No.**
            
            **Description**3.1.1
            
            Articles
                of Incorporation filed as an exhibit to our Current Report on Form
                8-K
                filed with the Commission on January 16, 2004 and incorporated herein
                by
                reference.3.2.1
            
            Bylaws
                filed as an exhibit to our Registration Statement on Form 10-SB filed
                with
                the Commission on April 6, 1992 and incorporated herein by
                reference.10.1
            
            August
                18, 2004 consulting agreement between Business Consulting Group Unlimited,
                Inc. and Alpha Nutraceuticals, Inc.31.1
            
            Certification
                pursuant to Rule 13a-14(a)32.1
            
            Certification
                of pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section
                906
                of the Sarbanes-Oxley Act of 2002.





**Signatures**





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





**Alpha
      Nutraceuticals, Inc.**





/s/
      Mark
      L. Baum


By:
      Mark
      L. Baum


Its:
      President and Chief Financial Officer





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








**Signatures**
            
            **Title**
            
            **Date**/s/
                Mark L. Baum
              Mark
                L. Baum
            
            Director,
                President, Chief Executive Officer and Chief Financial Officer
            
            November
                13, 2006












**ALPHA
      NUTRACEUTICALS, INC.**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**AS
      AT SEPTEMBER 30, 2004**


























**------INDEX------**





**Consolidated
      Balance Sheets**




**Consolidated
      Statements of Operations**




**Consolidated
      Cash Flow Statements**














**ALPHA
                NUTRA, INC.****Consolidated
                Balance Sheets****As
                of**
            
            **As
                of****September
                30,**
            
            **December
                31,****2004**
            
            **2003****ASSETS****Current
                Assets**Cash
            $
            133,368
            $
            111,864Accounts
                receivable
            
            746,443
            
            -Notes
                receivable
            
            5,241
            
            -Inventory
            
            769,721
            
            -Employee
                advances
            
            1,335
            
            -Prepaid
                expenses
            
            35,300
            
            -**Total
                Current Assets**
            
            1,691,408
            
            111,864**Net
                Property & Equipment**
            
            199,419
            
            -**Other
                Assets**Investment
                in other Co.
            
            29,091
            
            -Deposit
            
            13,357
            
            -**Total
                Other Assets**
            
            42,448
            
            -**TOTAL
                ASSETS**
            $
            1,933,275
            $
            111,864**LIABILITIES
                & STOCKHOLDERS' EQUITY****Current
                Liabilities**Accounts
                payable
            $
            553,147
            $
            93,675Income
                taxes payable
            
            31,233
            
            -Sales
                tax payable
            
            3,210
            
            -Insurance
                payable
            
            360
            
            -Business
                line - WM
            
            35,000
            
            -**Total
                Current Liabilities**
            
            622,950
            
            93,675**Long-term
                Liabilities**Note
                payable - related party
            
            323,197
            
            -Note
                payable - Health Advances
            
            646,755
            
            -SBA
                Loan
            
            136,990
            
            -**Total
                Long-term Liabilities**
            
            1,106,942
            
            -**Total
                Liabilities**
            
            1,729,892
            
            93,675**Stockholders'
                Equity**Common
                stock, ($0.001 par value, 50,000,000 shares authorized; 92,239 and
                22,888
                sharesissued
                and outstanding as of September 30, 2004and
                December 31, 2003, respectively)
            
            95
            
            23Paid-in
                capital
            
            5,670,096
            
            5,601,262Retained
                earnings (deficit)
            
            (5,466,808)
            
            (5,583,096)**Total
                Stockholders' Equity**
            
            203,383
            
            18,189**TOTAL
                LIABILITIES****&
                STOCKHOLDERS' EQUITY**
            $
            1,933,275
            $
            111,864





See
      notes
      to Financial Statements



















**ALPHA
                NUTRA, INC.****Consolidated
                Statements of Operations****3
                Months**
            **9
                Months**
            
            **3
                Months**
            **9
                Months****Ended**
            **Ended**
            
            **Ended**
            **Ended****September
                30,**
            **September
                30,**
            
            **September
                30,**
            **September
                30,****2004**
            **2004**
            
            **2003**
            **2003****Revenues**Income
            $
            1,131,671
            2,489,347
            $
            -
            -**Total
                Revenues**
            
            1,131,671
            2,489,347
            
            -
            -**Costs
                of Sales**Cost
                of sales
            
            351,331
            1,172,784
            
            -
            -**Total
                Costs of Sales**
            
            
            1,172,784
            
            -
            -**Gross
                Profit**
            
            780,340
            1,316,563
            
            -
            -**Operating
                Costs**Depreciation
                & amortization
            
            1,368
            5,471
            
            -
            -General
                & administrative expenses
            
            569,021
            1,188,700
            
            -
            -**Total
                Operating Costs**
            
            570,389
            1,194,171
            
            -
            -**Net
                Operating Income / (Loss)**
            
            209,951
            122,392
            
            -
            -**Other
                Income (Expenses)**Interest
                expense
            
            (1,432)
            (2,012)
            
            -
            -Other
                expenses
            
            
            (4,091)
            
            -
            -**Total
                Other Income (Expenses)**
            
            
            (6,103)
            
            -
            -**NET
                INCOME (LOSS)**
            $
            204,428
            116,289
            $
            -
            -**BASIC
                EARNING (LOSS) PER SHARE**
            $
            2.22
            1.27
            $
            -
            -**WEIGHTED
                AVERAGE NUMBER OF****COMMON
                SHARES OUTSTANDING**
            
            92,220
            91,442
            
            3,706
            3,706





See
      Notes
      to Financial Statement

















**ALPHA
                NUTRA, INC.****Statements
                of Cash Flows****9
                Months**
            
            **9
                Months****Ended**
            
            **Ended****September
                30,**
            
            **September
                30,****2004**
            
            **2003****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income (loss)
            $
            116,289
            $
            -Adjustments
                to reconcile net loss to net cash used inoperating
                activities:Depreciation
                & amortization expense
            
            5,471
            
            -Common
                stock issued for services
            
            68,906
            
            -Changes
                in operating assets and liabilities:(Increase)
                decrease in accounts receivable
            
            (746,443)
            
            -(Increase)
                decrease in notes receivable
            
            (5,241)
            
            -(Increase)
                decrease in inventory
            
            (769,721)
            
            -(Increase)
                decrease in employee advances
            
            (1,335)
            
            -(Increase)
                decrease in prepaid expenses
            
            (35,300)
            
            -(Increase)
                decrease in deposits
            
            (13,357)
            
            -(Increase)
                decrease in investments in other co.
            
            (29,091)
            
            -(Increase)
                decrease in income taxes payable
            
            31,233
            
            -Increase
                (decrease) in accounts payable
            
            459,472
            
            -Increase
                (decrease) in sales tax payable
            
            3,210
            
            -Increase
                (decrease) in business line WM
            
            35,000
            
            -Increase
                (decrease) in insurance payable
            
            360
            
            -***Net
                cash provided (used) by operating activities***
            
            (880,547)
            
            -**CASH
                FLOWS FROM INVESTING ACTIVITIES**Net
                sale (purchase) of fixed assets
            
            (204,890)
            
            -***Net
                cash provided (used) by investing activities***
            
            (204,890)
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from note payable - related party
            
            323,197
            
            -Proceeds
                from note payable
            
            646,755
            
            -Proceeds
                from SBA loan
            
            136,990***Net
                cash provided (used) by financing activities***
            
            1,106,942
            
            -***Net
                increase (decrease) in cash***
            
            21,504
            
            -***Cash
                at beginning of period***
            
            111,864
            
            66***Cash
                at end of period***
            $
            **133,368**
            $
            **66*****Supplemental
                cash flows disclosures:***Cash
                paid during year for interest
            $
            2,012
            $
            -Cash
                paid during year for income taxes
            $
            -
            $
            -***Supplemental
                Schedule of Non-Cash Activities:***Common
                stock issued for services
            $
            68,906
            $
            -





See
      Notes
      to Financial Statements



















**ALPHA
      NUTRA, INC.**


**Notes
      to Consolidated Financial Statements**


**As
      of September 30, 2004**








**NOTE
      1. ORGANIZATION AND DESCRIPTION OF BUSINESS**





The
      accompanying September 30, 2004 financial statements have been prepared by
      the
      Company without audit. In the opinion of management, all adjustments (which
      include only normal recurring adjustments) necessary to present fairly the
      financial position, results of operations and cash flows at September 30, 2004
      and 2003 and for all periods presented have been made. Certain information
      and
      Footnote disclosures normally included in financial statements prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America have been condensed or omitted. It is suggested that these condensed
      financial statements be read in conjunction with the financial statements and
      notes thereto included in the Company’s December 31, 2004 audited financial
      statements. The results of operations for periods ended September 30, 2004
      and
      2003 are not necessarily indicative of the operating results for the full
      years.





**General**





Alpha
      Nutra, Inc. (formerly Sierra-Rockies, Corp.) was incorporated under the laws
      of
      the State of California on March 14, 1988. The Company’s offices are located at
      3441 Main Street, Ste. 104 in Chula Vista, California (San Diego County). The
      Company was originally known as TJB Enterprises, Inc. Its name was changed
      to
      Gallery Rodeo International in 1991 and was changed to Sierra-Rockies
      Corporation in 1996. Its name was changed to Alpha Nutraceuticals, Inc. on
      January 8, 2004 and was changed in January 2005 to Alpha Nutra,
      Inc.





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





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





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





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








***NOTE
      1. ORGANIZATION AND DESCRIPTION OF BUSINESS***





**General**





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








***NOTE
      2 - DESCRIPTION OF BUSINESS***





The
      Company operates through its two wholly owned subsidiaries:





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





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





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





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





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








***NOTE
      3 - SUBSEQUENT EVENTS***





On
      June
      30, 2005, the Company entered into a Stock and Asset Exchange Agreement with
      GMGH International, LLC and Golden Tones International, LLC whereby the Company
      exchanged 100% of the Avidia Nutrition interests and Let’s Talk Health, Inc.
      shares of common stock held by the Company for 100% of the Alpha Nutra, Inc.
      shares of common stock held by GMGH, Golden Tones and each of the respective
      owners of GMGH and Golden Tones. The 10,465,333 shares of common stock the
      Company received from GMGH, Golden Tones and the owners were retired by the
      Company. Following the exchange, GMGH and Golden Tones owned 100% of Avidia
      Nutrition and Let’s Talk Health, Inc. The Company retained ownership of the
      AlphaNutra.com business.