SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wolpow Richard

(Last)

(First)

(Middle)

408 40TH STREET

(Street)

NEWPORT BEACH

92663

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2014

3. Issuer Name and Ticker or Trading Symbol
Pharmagen, Inc. [ PHRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Int. Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	⁽⁴⁾	⁽⁴⁾	I	By Bagel Boy Equity Group, II, LLC⁽¹⁾
Warrant to Purchase Common Stock⁽⁶⁾	06/09/2014	06/09/2021	Common Stock	⁽⁵⁾	$0.0065	I	By Bagel Boy Equity Group, II, LLC⁽¹⁾

Explanation of Responses:

1. Indicates shares held by Bagel Boy Equity Group, II, LLC, an entity owned and controlled by Richard Wolpow.

2. The shares of Series C Preferred Stock are convertible to shares of Pharmagen, Inc.'s common stock at any time.

3. Shares of Series C Preferred Stock do not have an expiration date.

4. On a fixed conversion basis, the holders of the Series C Convertible Preferred Stock can acquire, upon conversion, 15% of the then outstanding shares of common stock of Pharmagen, Inc. On a variable conversion basis, the Series C Convertible Preferred Stock is convertible into common stock of Pharmagen, Inc. at 33.33% of the lowest five closing bid prices of Pharamgen, Inc.'s common stock during the ten trading days prior to conversion. The reporting person owns 200,000 shares of Series C Convertible Preferred Stock, constituting 40% of the possible total class. The holder of the Series C Convertible Preferred Stock has sole authority to decide which conversion formula (fixed versus variable) will be used at the time of each applicable conversion. In no event can any single shareholder convert the Series C Convertible Preferred Stock if it will result in their ownership exceeding 9.99% of Pharmagen, Inc.'s then issued and outstanding shares of common stock.

5. The holder of these warrants may acquire up to 3% of Pharmagen, Inc.'s issued and outstanding shares of common stock, calculated at the time of exercise.

6. These warrants vest in two equal parts, one-half immediately upon acquisition and one-half upon completion of the acquisition of two Acquisition Targets, as defined in the Consulting Agreement entered into between Pharmagen, Inc., and Bagel Boy Equity Group, II, LLC, dated December 9, 2013, a copy of which was attached as an exhibit to the Form 8-K filed by Pharmagen, Inc., with the Securities and Exchange Commission on December 16, 2013.

	/s/ Richard Wolpow	03/01/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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