SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Wolpow Richard (Last) (First) (Middle) 408 40TH STREET (Street) NEWPORT BEACH CA 92663 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Pharmagen, Inc. [ PHRX ]	5. 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
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2014
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred	(4)	04/01/2014		P		100,000		(2)	(3)	Common Stock	(4)	$1	300,000	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 Pharmagen, Inc.'s common stock during the ten trading days prior to conversion. Bagel Boy Equity Group, II, LLC, owns a total of 300,000 shares of Series C Convertible Preferred Stock, constituting 60% 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.

	/s/ Richard Wolpow	04/03/2014
	** 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 4 (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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