Managements Plans for Continuing Operations	12 Months Ended
Dec. 29, 2012
Managements Plans For Continuing Operations
Note 15. Managements Plans for Continuing Operations	The Company has incurred a loss from operations of $11,636,434 and a net loss of $11,662,426 for the year ended December 29, 2012, and a net loss of $7,894,984 for the year ended December 31, 2011. The loss for the year ended December 29, 2012 is largely due to sales and marketing expenses as well as sales promotions and sales discounts related to BluScience retail dietary supplement product line. For the year ended December 29, 2012, sales and marketing expenses for BluScience retail dietary supplement products segment totaled $3,292,207 and sales promotions, sales discounts and returns for BluScience retail dietary supplement products segment totaled $3,778,341. On March 28, 2013, the Company entered into an asset purchase and sale agreement with NeutriSci International Inc. and consummated the sale of BluScience consumer product line to NeutriSci. As a result, the Company will no longer incur such sales and marketing costs related to BluScience consumer product line. Another factor that contributed to the net loss is share-based compensation expense. Our share-based compensation expense totaled to $2,703,253 for the year ended December 29, 2012. In addition to the stock option grants, the Company has awarded shares of its common stock to both employees and non-employees as compensation for the services provided. Another factor that contributed to the net loss is the increase in investor relations expense for the purpose of increasing market and shareholder awareness. Our investor relations expense increased to $987,399 for the year ended December 29, 2012 from $517,891 for the year ended December 31, 2011. Lastly, there were certain one-time severance payments due to the termination of certain officers of the Company. Such severance payments totaled approximately $671,000 for the year ended December 29, 2012. Subsequent to the period ended December 29, 2012, the Company entered into an asset purchase and sale agreement with NeutriSci International Inc. and consummated the sale of BluScience consumer product line to NeutriSci. The total sale transaction value is estimated at approximately $6.2 million and consists of following: (a) a $250,000 cash payment, which NeutriSci paid as a deposit in February 2013; (b) an additional $250,000 cash payment, which was paid at the closing of the sale; (c) an additional cash payment of $500,000 due no later than 60 days after the closing of the sale; (d) $2,500,000 senior convertible secured note (convertible into 625,000 shares Series I Preferred Stock as described below) payable in quarterly installments of $416,667 beginning August 15, 2013; and (e) 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci, representing an aggregate of 19% of the NeutriSci shares at a deemed price for each Class A common share of $1.00 per share. The transaction documents contain certain equity blockers that preclude our ownership in NeutriSci in excess of 9.99% and 19% without obtaining a waiver from NeutriSci. By curtailing certain expenditures, management believes it will be able to support operations of the Company with its current cash, cash equivalents and cash from operations through December, 2013. In addition, as of December 29, 2012, the Company has 7,803,564 warrants outstanding with an exercise price of $0.21 per share. Assuming the full exercise of the outstanding warrants for cash, the Company would receive additional proceeds of $1,638,748. There is no guarantee that the holders of these warrants will exercise any of the outstanding warrants for cash, and the Company will not receive any proceeds from any of the outstanding warrants until they are exercised. If the Company determines that it shall require additional financing to further enable it to achieve its long-term strategic objectives, there can be no assurance that such financing will be available on terms favorable to it or at all. If adequate financing is not available, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company. The financial statements have been presented as if the Company is a going concern.

Managements Plans for Continuing Operations

12 Months Ended

Dec. 29, 2012

Managements Plans For Continuing Operations

Note 15. Managements Plans for Continuing Operations

The Company has incurred a loss from operations of $11,636,434 and a net loss of $11,662,426 for the year ended December 29, 2012, and a net loss of $7,894,984 for the year ended December 31, 2011.

The loss for the year ended December 29, 2012 is largely due to sales and marketing expenses as well as sales promotions and sales discounts related to BluScience retail dietary supplement product line. For the year ended December 29, 2012, sales and marketing expenses for BluScience retail dietary supplement products segment totaled $3,292,207 and sales promotions, sales discounts and returns for BluScience retail dietary supplement products segment totaled $3,778,341. On March 28, 2013, the Company entered into an asset purchase and sale agreement with NeutriSci International Inc. and consummated the sale of BluScience consumer product line to NeutriSci. As a result, the Company will no longer incur such sales and marketing costs related to BluScience consumer product line.

Another factor that contributed to the net loss is share-based compensation expense. Our share-based compensation expense totaled to $2,703,253 for the year ended December 29, 2012. In addition to the stock option grants, the Company has awarded shares of its common stock to both employees and non-employees as compensation for the services provided. Another factor that contributed to the net loss is the increase in investor relations expense for the purpose of increasing market and shareholder awareness. Our investor relations expense increased to $987,399 for the year ended December 29, 2012 from $517,891 for the year ended December 31, 2011. Lastly, there were certain one-time severance payments due to the termination of certain officers of the Company. Such severance payments totaled approximately $671,000 for the year ended December 29, 2012.

Subsequent to the period ended December 29, 2012, the Company entered into an asset purchase and sale agreement with NeutriSci International Inc. and consummated the sale of BluScience consumer product line to NeutriSci. The total sale transaction value is estimated at approximately $6.2 million and consists of following: (a) a $250,000 cash payment, which NeutriSci paid as a deposit in February 2013; (b) an additional $250,000 cash payment, which was paid at the closing of the sale; (c) an additional cash payment of $500,000 due no later than 60 days after the closing of the sale; (d) $2,500,000 senior convertible secured note (convertible into 625,000 shares Series I Preferred Stock as described below) payable in quarterly installments of $416,667 beginning August 15, 2013; and (e) 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci, representing an aggregate of 19% of the NeutriSci shares at a deemed price for each Class A common share of $1.00 per share. The transaction documents contain certain equity blockers that preclude our ownership in NeutriSci in excess of 9.99% and 19% without obtaining a waiver from NeutriSci.

By curtailing certain expenditures, management believes it will be able to support operations of the Company with its current cash, cash equivalents and cash from operations through December, 2013. In addition, as of December 29, 2012, the Company has 7,803,564 warrants outstanding with an exercise price of $0.21 per share. Assuming the full exercise of the outstanding warrants for cash, the Company would receive additional proceeds of $1,638,748. There is no guarantee that the holders of these warrants will exercise any of the outstanding warrants for cash, and the Company will not receive any proceeds from any of the outstanding warrants until they are exercised. If the Company determines that it shall require additional financing to further enable it to achieve its long-term strategic objectives, there can be no assurance that such financing will be available on terms favorable to it or at all. If adequate financing is not available, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company. The financial statements have been presented as if the Company is a going concern.