innerlights1.htm

Hours worked directly related to their business per week

Less than 30 hours per week	85.1%
30-39 hours per week	7.6%
40 or more hours per week	7.3%

Average Percent of Time spent on…..

Selling the Product	44%
Administration/Paperwork	19%
Recruiting/Sponsoring	15%
Training	10%
Other	9%

Main Reason for Becoming a Direct Sales Associate
Additional income	36%
It's your business and making money through direct sales in important to you	31%
Discount/wholesale/free products	29%
Other	4%

MARKETING PLAN

The Company is a direct sales company, which presently distributes its products through a network marketing system. Under its system, DSA’s purchase products from the Company for resale and for personal consumption.

The Company believes network marketing is an effective vehicle to distribute its products because:

A consumer can be educated about a product in person by a DSA, which the Company believes is more effective than traditional marketing avenues.

Direct sales allow for actual product testing by a potential consumer.

The impact of DSA and consumer testimonials is enhanced

As compared to other distribution methods, DSA’s can give customers higher levels of service and attention, by, among other things, delivering products directly to a consumer and following up on sales to ensure proper product usage and customer satisfaction, and to encourage repeat purchases.

The Company's network marketing program differs from many other network-marketing programs in several respects. First, the Company's compensation plan allows Company DSA’s to develop a national network of downline DSA’s. Second, the Company's order and fulfillment systems eliminate the need for DSA’s to carry significant levels of inventory. Third, the Company's compensation plan is very financially rewarding.

As a distribution channel, direct selling has been enhanced in the past decade due to advancements in communications, including telecommunications and Internet connectivity, and the use of videos and fax machines. Direct selling companies generally rely on communications, the Internet, and videos to project a desired image for their company and product line. The Company believes that high quality sales aids play an important role in the success of DSA efforts. The Company believes that the Internet will become an increasingly important business factor as more and more consumers purchase products over the Internet as opposed to traditional retail and direct sales channels. As a result, the Company expects that direct sellers will need to adapt their business models to integrate the Internet into their operations to remain successful. The Company's web site is www.innerlightinc.com. Management is committed to fully utilizing current and future technological advances to continue enhancing the effectiveness of direct selling.

The Company relies on its DSA’s to sponsor new DSA’s. While the Company provides brochures, magazines, and other sales materials, DSA’s are primarily responsible for educating new DSA’s with respect to products, the Company's compensation plan, and how to build a successful home based business.

The sponsoring of new DSA’s creates multiple levels in the network marketing structure. Persons whom a DSA sponsors are referred as "downline" or "sponsored" DSA’s. If downline DSA’s also sponsor new DSA’s, they create additional levels in the structure.

Sponsoring activities are not required of DSA’s. However, because of the financial incentives provided to those who succeed in building a DSA network that consumes and resells products, the Company believes that most of its DSA’s attempt, with varying degrees of effort and success, to sponsor additional DSA’s. Generally, DSA’s invite friends, family members, and acquaintances to sales meetings, the Company's web site, conference calls, and prerecorded telephone calls in which Company products are presented and the compensation plan is explained. People are often attracted to become DSA’s after using Company products and becoming regular retail customers. Once a person becomes a DSA, he or she is able to purchase products directly from the Company at wholesale prices for resale to consumers or for personal consumption. The DSA is also entitled to sponsor other DSA’s in order to build a network of DSA’s and product users.

A potential DSA must enter into a standard DSA agreement with the Company that obligates the DSA to abide by the Company's policies and procedures. In most of the Company's current markets, DSA’s are also required to purchase a DSA business kit, which includes the Company's policies and procedures and are sold for the approximate cost of producing the DSA business kit.

Management believes that one of the Company's key competitive advantages is the Company's compensation plan. Based upon its knowledge of network marketing compensation plans, the Company believes that the Company's compensation plan is very financially rewarding. There are two fundamental ways in which DSA’s can earn money: (i) through retail markups, for which the Company recommends 33%; and (ii) through a series of commissions on product sales, which can result in commissions and bonuses. Personal volume is essentially based upon a factor (usually 100%) of a product's wholesale cost, net of any point-of-sale taxes. DSA’s receive higher levels of commissions as they advance up the compensation plan.

Through training meetings, regional and annual conventions, regular telephone conference calls, sales aids material, and personal contacts with DSA’s, the Company seeks to understand and satisfy the needs of each DSA. The Company currently provides Internet and telephonic product fulfillment and tracking services that result in user-friendly, timely product distribution.

The Company also provides an assortment of sales aids to facilitate the sales of its products. Sales aids include videotapes, brochures, posters, audiotapes, promotional clothing, stationery, business cards, and other miscellaneous items to help create consumer awareness of the Company and its products.

Growth Strategies

The company realizes the importance of attracting and retaining DSA’s and their customers in order to realize continued growth and profitability. The company places great emphasis on assisting new DSA’s in building their business. This assistance is through exceptional customer service, timely shipment of products, and timely payment of commission payments.

The company has recently added several new product lines to further capture the spending dollars in its distributor base. It has recently added a water purification system, all natural skincare products and food snacks that fit into the company’s philosophy. InnerLight’s DSA’s were purchasing these items anyway at health food stores, etc; we are now just redirecting their spending dollars back into the company increasing revenues.

The company is continuing its growth internationally, specifically paying attention to the European Union whose sales continue to increase on a consistent basis. The company has opened warehousing operations in the Netherlands to supply the entire EU in a more timely and efficient manner. In addition the company is in the early stages of establishing Customer Service Operations in several languages within the EU. The company has also implemented new payment systems for its EU DSA’s which includes the ability for our distributors to purchase products via a wire transfer to the company.

Lastly, the company will be introducing a new division during 2008. This division will focus directly on travel and the ability for its DSA’s to both buy and sell business and vacation travel more cheaply than can be obtained through traditional methods. Allowing us to tap into a 20 Billion dollar a year industry, this division will utilize a pay plan both different and separate from InnerLight’s current plan.

Founder’s Royalty Agreement

In exchange for international marketing services and as compensation for their capital investment and services required to complete the acquisition of Innerlight, Inc., the Company granted to two shareholders, Chilesha Holdings Ltd. And Scandasystems Ltd.,, a ten-year royalty agreement which provides for the payement on a sliding scale of 3.5% of the first $20,000,000 per year in Commissionable Volume to 6% for Commissionable Volume over $30,000,000 per year.

COMPETITION

The market for nutritional products is large and intensely competitive. The Company competes directly with companies that manufacture and market nutritional products. The Company competes with other companies in the nutritional products industry by emphasizing the uniqueness, value and premium quality of the Company's products and convenience of the Company's distribution system. Many of the Company's competitors have much greater name recognition and financial resources than the Company. In addition, nutritional products can be purchased in a wide variety of channels of distribution. While the Company believes that consumers appreciate the convenience of ordering products from home through a sales person, or through a catalog, the buying habits of many consumers accustomed to purchasing products through traditional retail channels are difficult to change. The Company's product offerings are also relatively small compared to the wide variety of products offered by many other nutritional product companies

The Company also competes with other direct selling organizations, some of which have a longer operating history and higher visibility, name recognition, and financial resources. The leading network marketing company in the Company's existing markets is Amway Corporation and its affiliates. The Company competes for new DSA’s on the strength of its multiple business opportunities, product offerings, compensation plan, and management strength. Management envisions the entry of many more direct selling organizations into the marketplace as this channel of distribution expands over the next several years.

RESEARCH AND DEVELOPMENT

We are not currently conducting any research and development activities.

GOVERNMENT REGULATION

See the Risk Factors section of this prospectus for a discussion relevant government regulation and the legal uncertainties related to our business activities.

EMPLOYEES

As of May 15, 2008, the Company had 27 employees, all of whom were full-time employees.

PROPERTY

As of May 15, 2008, the principal property assets of the Company consisted of product inventory, furniture, fixtures and computer and network equipment owned by its wholly-owned subsidiary Innerlight Inc.

During the year ended December 31, 2007 and the quarter ended March 31, 2008, the Company had one equipment lease in effect. The Company leases a 24,750 square foot headquarters and warehouse facility in Provo, Utah. The future minimum non-cancelable lease payments under leases are $169,376, $74,215 and $4,017 for the three years ended December 31, 2008, 2009, and 2010 respectively.

LEGAL PROCEEDINGS

From time to time, we are involved in routine legal matters incidental to our business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.

MANAGEMENT'S DISCUSSION AND ANAYLSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

RESULTS OF OPERATIONS

The following sets forth, for the periods indicated, our results of operations expressed as dollar amounts (in thousands), and, for certain line items, the changes between the specified periods expressed as percent increases or decreases:

Comparison of the Three Months Ended March 31, 2007 and 2008

Revenues. We generated revenues of $3,315,000 during the three months ended March 31, 2008, as compared to revenues of $2,928,000 during the three months ended March 31, 2007, an increase of 13.2%. This increase in revenue is primarily due to our focus on expanding international sales of our products. We expect our revenues to increase as we continue to expand our sales and marketing efforts both in the United States and internationally.

Cost of Goods Sold. For the three months ended March 31, 2008, cost of goods sold was $2,005,000. This amount represents the cost of materials, labor, freight, independent business consultants’ bonuses and overhead. Cost of goods sold for the three months ended March 31, 2007 were $1,856,000. We expect that cost of goods sold as a percentage of revenues will continue to decrease as we implement cost reduction initiatives and benefit from increased volume and related economies of scale.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses decreased by $(189,000), from $1,311,000 for the three months ended March 31, 2007 to $1,122,000 for the three months ended March 31, 2008. The primary reasons for the decrease included the reallocation of intercompany costs and the establishment of separate insurance policies for the acquired Innerlight Inc. The savings were offset in part by costs associated with our acquisition of Innerlight, Inc. We expect our selling, general and administrative expenses to increase proportionately to our revenue growth due primarily to the costs associated with expanding our sales and marketing organization to further commercialize our products.

Interest Income. Interest income decreased by $(1,000), from $12,000 for the three months ended March 31, 2007 to $11,000 for the three months ended March 31, 2008. The decrease was primarily due to lower interest rates. Average cash and cash equivalent and investment balances were $1,666,000 and $1,350,000 for the three months ended March 31, 2007 and 2008, respectively.

Comparison of the Fiscal Year Ended December 31, 2006 with Fiscal Year Ended December 31, 2007

Revenues. We generated revenues of $11,234,000 during the year ended December 31, 2007, as compared to revenues of $15,275,000 during the year ended December 31, 2006, a decrease of 26.5%. The decrease in revenue during this period was primarily due to diminishing domestic independent business consultants, which has been affected in part, by legal issues concerning the founder resulting in numerous terminations including several national directors. Our independent business consultants have changed companies, ceased working the business and/or reduced their volume of activity of the Company’s products due to the highly competitive nature of the industry and other personal reasons.

Cost of Goods Sold. For the year ended December 31, 2007, cost of goods sold was $7,142,000. This amount represents the cost of materials, labor, freight, independent business consultants’ bonuses and overhead. Cost of goods sold for the year ended December 31, 2006 was $9,941,000. We expect that cost of goods sold as a percentage of revenues will continue to decrease as we implement cost reduction initiatives and benefit from increased volume and related economies of scale.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses decreased by $(1,781,000), from $6,561,000 for the year ended December 31, 2006 to $4,780,000 for the year ended December 31, 2007. The primary reasons for the decrease included the reallocation of intercompany management fees, lower travel and operating expenses due to the closure of the Asian facilities in 2007 and a decrease in legal fees from the intense activity incurred in 2006. We expect our selling, general and administrative expenses to increase proportionately to our revenue growth due primarily to the costs associated with expanding our sales and marketing organization to further commercialize our products.

Interest Income. Interest income increased by $35,000, from $30,000 for the year ended December 31, 2006 as compared to $65,000 for the year ended December 31, 2007. The increase was primarily due to higher average cash and cash equivalents and investment balances. Average cash and cash equivalent and investment balances were $892,000 and $1,773,000 for the year ended December 31, 2006 and 2007, respectively

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had cash and cash equivalents of $1,435,000 at March 31, 2008. During the three months ended March 31, 2008 and the year ended December 31, 2007, net cash provided from (used in) operations amounted to $550,000 and $1,180,000, respectively. As of March 31, 2008, we had retained earnings of $259,000.

The reported changes in cash and cash equivalents and investments for the years ended December 31, 2006 and 2007 and for the three months ended March 31, 2007 and 2008 are summarized below.

Cash and Cash Equivalents. Cash and cash equivalents decreased by $(363,000), from $1,798,000 at March 31, 2007 to $1,435,000 at March 31, 2008. Cash and cash equivalents were $1,466,000 and $952,000 at December 31, 2006 and 2007, respectively, resulting in a decrease of $(514,000).

Operating Activities. Net cash provided from (used in) operating activities was $1,073,000 and $1,180,000 in fiscal 2006 and 2007, respectively, and $330,000 and $550,000 for the three months ended March 31, 2007 and 2008, respectively.

Our future capital requirements will depend on many factors, including our sales growth, market acceptance of our existing and future products, the amount and timing of our research and development expenditures, the timing of our introduction of new products, the expansion of our sales and marketing efforts and working capital needs. We expect our long-term liquidity needs to consist primarily of working capital and capital expenditure requirements. We believe that our existing cash and cash equivalents, combined with our existing capital resources, and the proceeds from this offering will be sufficient to meet our capital and operating needs for the foreseeable future.

Related Party Transactions

For a description of our related party transactions, see the discussion under the heading “Certain Relationships and Related Party Transactions.”

Off-Balance Sheet Arrangements

Since inception, we have not engaged in any off-balance sheet activities as defined in Item 303(a)(4) of Regulation S-K.

Recent Accounting Pronouncements

In July 2006, the FASB issued interpretation No. 48, Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting treatment (recognition and measurement) for an income tax position taken in a tax return and recognized in a company’s financial statement. The new standard also contains guidance on “de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.” The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006.

We adopted the provisions of FIN 48 on July 1, 2007. Previously, we had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by FIN 48, which clarifies SFAS No. 109, Accounting for Income Taxes, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, we applied FIN 48 to all tax positions for which the statute of limitations remained open. We did not record any adjustment to the liability for unrecognized income tax benefits or accumulated deficit for the cumulative effect of the adoption of FIN 48.

In addition, the amount of unrecognized tax benefits as of December 31, 2007 was zero. There have been no material changes in unrecognized tax benefits since December 31, 2007, and we do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months. We did not have an accrual for the payment of interest and penalties related to unrecognized tax benefits as of December 31, 2007.

We are subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This standard clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing an asset or liability. Additionally, it establishes a fair value hierarchy that prioritizes the information used to develop these assumptions. This standard is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of this statement but believe that the adoption of SFAS No. 157 will not have a material impact on our financial position or consolidated results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS No. 157. We are currently evaluating the impact of this statement but believe that the adoption of SFAS No. 159 will not have a material impact on our financial position or consolidated results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. The revised standards continue the movement toward the greater use of fair values in financial reporting. SFAS No. 141(R) will significantly change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods, including the accounting for contingent consideration. SFAS No. 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 141(R) and SFAS No. 160 are effective for fiscal years beginning on or after December 15, 2008, with SFAS No. 141(R) to be applied prospectively while SFAS No. 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS No. 160 shall be applied prospectively. Early adoption is prohibited for both standards. We are currently evaluating the impact of these statements but expect that the adoption of SFAS No. 141(R) will have a material impact on how we will identify, negotiate and value any future acquisitions and a material impact on how an acquisition will affect our consolidated financial statements, and that SFAS No. 160 will not have a material impact on our financial position or consolidated results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS No. 133. The revised statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. We are currently evaluating the impact of this statement, but do not expect it will have a material impact on our financial position or consolidated results of operations.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. The statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The Company will be subject to this statement, but doesn’t expect the impact to change its current practice and financial presentation. The FASB also issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts – an interpretation of SFAS No. 60. We are not an insurance enterprise and do not believe that this statement will have a material impact on our financial position or consolidated results of operations.

Inflation

We do not believe that inflation has had a material impact on our business and operating results during the periods presented.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

(a) Security Ownership of Management - the number and percentage of shares of common stock of the Company owned of record and beneficially, by each officer and director of the Company and by all officers and directors of the Company as a group, and all shareholders known to the Company to beneficially own 5% or more of the issued and outstanding Shares of the Company, is as follows as of June 30, 2008. Unless otherwise shown, the address for each Shareholder is 867 East 2260 South, Provo, UT 84606:

Name and Address of Owner	Position	Amount and Nature of Beneficial Ownership			Percent of Class After Offering

Kevin Brogan (1)	President & Director		3,442,000	Owner		32.5	% (2)

Heber Maughan (1)	CFO, Sec. & Director		160,000	Owner		1.4	%

Chilesha Holdings, Inc.	Shareholder		2,718,000	Owner		25.6	% (2)

Gary Quigley	Shareholder		2,718,000	Owner		25.6	% (2)

TOTAL OFFICERS, DIRECTORS & SIGNIFICANT SHAREHOLDERS AS A GROUP			9,038,000			85.2	% (2)

(1) Officer and Director

(2) Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of the Company either owned directly or deemed to be beneficially owned by them. The percentage for each beneficial owner listed above is based on 10,600,000 shares outstanding on May 15, 2008, with respect to each such person holding options or warrants to purchase shares that are exercisable within 60 days after May 15, 2008, the number of options and warrants are deemed to be outstanding and beneficially owned by the person for computing such person's percentage ownership, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The number of shares indicated in the table include the following number of shares issuable upon the exercise of warrants: Kevin Brogan 592,000; Gary Quigley 468,000; and Chilesha Holdings Ltd. 468,000.

Change in Control

The Company is not aware of any arrangements including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since 2000, Kevin Brogan, the President of the Company, has maintained an economic interest in two entities which held distributorship agreements with the Company’s predecessors. Pursuant to the terms of the acquisition of InnerLight, Inc. by the Company in February, 2008, Mr. Brogan was permitted to continue his participation with these independent entities.

In exchange for international marketing services and as compensation for their capital investment and services required to complete the acquisition of Innerlight, Inc., the Company granted to two shareholders, Chilesha Holdings Ltd. and Scandasystems Ltd.,, a ten-year royalty agreement which provides for the payement on a sliding scale of 3.5% of the first $20,000,000 per year in Commissionable Volume to 6% for Commissionable Volume over $30,000,000 per year.

MANAGEMENT

Directors and Executive Officers

Set forth below is certain information concerning each of the directors and executive officers of the Company as of May 15, 2008:

Name	Age	Position	With Company Since
Kevin Brogan		President, CEO	2006
Heber Maughan		Sec., Director and C.F.O.	2006

Our directors will serve until the next meeting of shareholders, and will serve until their successors are duly elected and qualified, or until the earlier of his death, resignation or removal from office. The board of directors has no nominating, auditing, or compensation committees.

BOARD OF DIRECTORS

Kevin P. Brogan - CEO & President

Kevin P. Brogan currently serves as the CEO & President of the Company. Mr. Brogan initially became involved with InnerLight Inc. in 2000 as its Master Distributor. He served as the company’s Master Distributor until 2005 when he became Executive Vice President of International Expansion and Development. At this post Mr. Brogan set up systems, offices, warehouses and service facilities giving InnerLight an official international presence and also developed sales in over two dozen countries spanning 3 continents around the globe. In 2006, Mr. Brogan became President of InnerLight Inc. overseeing their world-wide operations from their headquarters in Utah. Kevin's two decades of experience as a full-time, hands-on, highly successful distributor and corporate executive in network marketing provides a unique perspective on how to build a successful company. An entrepreneur from an early age, Mr. Brogan started his working career in the restaurant industry both in management as as a top trainer. Directly prior to his involvement with InnerLight Inc., Mr. Brogan spent 11 years as a top distributor for another publicly-traded network marketing company. There, his main focus was developing teams, coordinating sales and opening up new markets overseas.

Heber C. Maughan – Chief Financial Officer and Director

Heber C. Maughan has served in executive management positions of Chief Executive and Financial Officers, General Manager and Controller for both private and publicly held companies. Mr. Maughan joined Innerlight Inc. in February 2006 as Controller. He has overseen the financial and reporting functions since that time. Prior to joining Innerlight Inc., Mr. Maughan served as Chief Financial Officer for a venture-backed, high technology company, which developed software and hardware solutions. He served as Chief Executive and Financial Officer for a publicly traded company on the NASDAQ exchange, which manufactured, sold and serviced medical devices principally for eye care. He was the Controller for Peterbilt of Utah, General Manager of the trailer division and Vice President – Finance of First Health Strategies, Inc., a national third party administrator for health claims. Mr. Maughan joined the firm of Arthur Young & Company after receiving his Masters of Accountancy form Brigham Young University and his Bachelors of Science in Accounting from Oklahoma State University. Mr. Maughan, CPA, is a member of the American Institute of Certified Public Accountants and the Utah Association of Certified Public Accountants.

Family Relationships

There are no family relationships among the Company’s directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, or control persons, or any proposed director or executive officer, has been involved in any of the following events during the past five years:

1.	any bankruptcy petition filed by or against any business or property of such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offences;

3.	being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Code of Ethics

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our principal executive officer and principal financial and accounting officer, respectively. A written copy of the Code is available on written request to the company.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows for the fiscal years ended December 31, 2007 and December 31, 2006 compensation awarded or paid to, or earned by, the Company’s Chief Executive Officer and its executive officers, referred to as our named executive officers, and employees with compensation of $100,000 or more.

Name	2007		2006
Kevin Brogan	$	213,404	$	153,579
Stephanie McCanly		144,528		347,767
Wesley Tate		201,000		209,133
Charlie Jones		114,453		106,185
Heber Maughan		124,614		101,903

(1)	We have not granted any restricted shares or restricted share units, stock appreciation rights or long term incentive plan payouts during the fiscal years indicated.

(2)	During the years ended December 31, 2006 and 2007, compensation was paid by InnerLight, Inc., a predecessor company which was acquired by the Company in February, 2008.

Outstanding Equity Awards at Fiscal Year End

Since its inception in February, 2008, the Company has not issued any equity awards. Subsequently, the InnerLight Holdings 2008 Equity Compensation Plan (“Plan”) for the management and employees was adopted by the Board of Directors of the Company on March 13, 2008. The Plan reserves 5,000,000 shares of our common stock for issuance pursuant to options, grants of stock or other stock-based awards. As of May 15, 2008, no shares of common stock or grants have been issued to officers, directors or employees of the Company.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our Board of Directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors.

As of the date of this prospectus, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer’s employment with our company, from a change in control of our company or a change in such officer’s responsibilities following a change in control where the value of such compensation exceeds $60,000 per executive officer.

Director Compensation

We reimburse our directors for expenses incurred in connection with attending board meetings. Our operating subsidiary, which we acquired in February, 2008, did not pay director’s fees or other cash compensation for services rendered to our directors in the year ended December 31, 2007.

We have no other formal plan for compensating our directors for their service in their capacity as directors although such directors are expected to receive options in the future to purchase common shares as awarded by our Board of Directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director.

Employment Agreements

The following are summaries of the employment agreements with the Company’s executive officers that became effective on April 1, 2008:

Kevin P. Brogan, our Chief Executive Officer and President, is employed pursuant to a written agreement dated as of April 1, 2008. The agreement is for term of ten years; provided however, that it is automatically extended for additional one-year periods unless either party provides written notice to the contrary at least 60 days prior to the end of the term then in effect. Mr. Brogan receives a base salary of $300,000 for the first year of the agreement and 20% annual increases thereafter. He is entitled to adjustments to his base salary based on certain performance standards, at the Company’s discretion.

Mr. Brogan may also participate in any and all benefits and perquisites as are generally provided for the benefit of executive employees. A copy of his employment agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Heber C. Maughan, our Chief Financial Officer, is employed pursuant to a written agreement dated as of April 1, 2008. The agreement is for term of five years. Mr. Maughan receives a base salary of $150,000 for the first year of the agreement and a minimum of 10% annual increases thereafter. He is entitled to adjustments to his base salary based on certain performance standards, at the Company’s discretion.

Mr.Maughan may also participate in any and all benefits and perquisites as are generally provided for the benefit of executive employees. A copy of his employment agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Indemnification

Under our Certificate of Formation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Delaware law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Our securities are not listed on any exchange or quotation service. We are not required to comply with the timely disclosure policies of any exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings. Although we are not required to deliver an annual report to security holders, we intend to provide an annual report to our security holders, which will include audited financial statements.

When we become a reporting company with the Securities and Exchange Commission, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is www.sec.gov.

There are at present 4,000,000 outstanding options or warrants to purchase, or securities convertible into, shares of our common stock.

There are currently 10,600,000 shares of common stock outstanding, all of which are restricted securities that may be sold under Rule 144 of the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act. We have not agreed to register these shares. Under Rule 144, the shares may be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition. Rule 144 provides that a person may not sell more than 1% of the total outstanding shares in any three-month period and the sales must be sold in a brokers' transaction or in a transaction directly with a market maker.

There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our board of directors.

DESCRIPTION OF SECURITIES

Common Stock

Our Company is authorized to issue 50,000,000 shares of common stock, par value $0.001 per share. Holders of common stock are entitled to one vote per share and to receive dividends or other distributions when and if declared by the Board of Directors. As of June 30, 2008, there were 10,600,000 shares of common stock outstanding held by 18 shareholders of record.

Our common stock does not have preemptive rights, meaning that our common shareholders' ownership interest would be diluted if additional shares of common stock are subsequently issued and the existing shareholders are not granted the right, in the discretion of the Board of Directors, to maintain their percentage ownership interest in Our Company. This lack of protection from dilution to minority shareholders could allow our Board of Directors to issue additional shares of our common stock to persons friendly with our existing management, thus preventing any change in control of Our Company.

Upon any liquidation, dissolution or winding-up of our Company, our assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of the common stock. The holders of the common stock have no right to require us to redeem or purchase their shares.

The holders of common stock are entitled to share equally in dividends, if and when declared by our Board of Directors, out of funds legally available therefore, subject to the priorities given to any class of preferred stock which may be issued.

Preferred Stock

Our Company is authorized to issue 1,000,000 shares of Preferred Stock, which may be designated by the Board of Directors in such classes and with such rights, privileges and preferences as may be determined by the Board. As of May 15, 2008, no shares of Preferred Stock have been designated or issued.

No Cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock offered, present stockholders will own approximately 91% of our outstanding shares.

Dividend Policy

To date, we have not paid any dividends. The payment of dividends, if any, on our common stock in the future is within the sole discretion of our Board of Directors and will depend upon our earnings, capital requirements, financial condition, and other relevant factors. Our directors do not intend to declare any dividends on the common stock in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business operations.

Transfer Agent

We will use Continental Stock Transfer and Trust Company, New York, NY, as our transfer agent and registrar.

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITES ACT LIABILITIES

Our Certificate of Incorporation and Bylaws provide that we shall indemnify our officers or directors against expenses incurred in connection with the defense of any action in which they are made parties by reason of being our officers or directors, except in relation to matters as which such director or officer shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duty. One of our officers or directors could take the position that this duty on our behalf to indemnify the director or officer may include the duty to indemnify the officer or director for the violation of securities laws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to our Certificate of Incorporation, Bylaws, Delaware laws or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons, and the successful defense of any action, suit or proceeding) is asserted by such director, officer or control person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXPERTS

Our financial statements for the periods ending December 31, 2006 and December 31, 2007, included in this prospectus, have been audited by Walden Certified Public Accountants P.A., as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

William J. Reilly, Esq., has acted as our legal counsel in providing an opinion for this filing.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries, nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.

AVAILABLE INFORMATION

We have filed with the SEC a Registration Statement on Form SB-1 (including exhibits) under the Securities Act, with respect to the shares to be sold in this Offering. This prospectus does not contain all the information set forth in the Registration Statement as some portions have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to our Company and the Common Stock offered in this prospectus, reference is made to the Registration Statement, including the exhibits filed thereto, and the financial statements and notes filed as a part thereof. With respect to each such document filed with the SEC as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved.

We are subject to the information and reporting requirements of the Exchange Act, and we file reports, proxy statements and other information with the SEC pursuant to the Securities Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

INNERLIGHT HOLDINGS, INC.—(A DEVELOPMENT STAGE CORPORATION)

REPORT OF

INDEPENDENT

REGISTERED PUBLIC

ACCOUNTING FIRM

TABLE OF CONTENTS

	1.	CONSOLIDATED BALANCE SHEET
	2.	CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR DECEMBER 31, 2007
	3.	CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
	4.	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
	5.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS COMBINATIONS

INVENTORIES

PROPERTY, PLANT & EQUIPMENT

GOODWILL AND INTANGIBLE ASSETS

10.

LONG-TERM DEBT

11.

COMMITMENTS AND CONTINGENCIES

June 30, 2008

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

InnerLight Holdings, Inc.

(A Development Stage Company)

Provo, UT 84606

We have audited the accompanying consolidated balance sheets of InnerLight Holdings, Inc. (a Development Stage Company) as of December 31, 2007 and 2006 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. The consolidated financial statements are the responsibility of the directors. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (UNITED STATES). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

F-2

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of InnerLight Holdings, Inc. (A Development Stage Company), as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has begun to generate revenues for the first quarter of 2008 (unaudited), but has accumulated losses since inception and will need additional equity financing to begin realizing its business plan. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ "Walden Certified Public Accountant, P.A."

Sunny Isles, Florida 33160

June 30, 2008

F-3

INNERLIGHT INC.
BALANCE SHEET
FOR THE YEARS ENDED DECEMBER 31,
(AUDITED)

ASSETS
		2006		2007
CURRENT ASSETS:
Cash and cash equivalents	$	1,466,140	$	951,737
Accounts receivable, net		39,903		24,325
Inventory		907,691		676,116
Advances due from parent		1,241,608		-
Prepaid expenses and other assets		399,487		455,412
TOTAL CURRENT ASSETS		4,054,828		2,107,589

PROPERTY, PLANT AND EQUIPMENT - Less depreciation		83,972		17,673

OTHER ASSETS:

Goodwill, Net		30,763		30,763
TOTAL OTHER ASSETS		30,763		30,763

TOTAL ASSETS	$	4,169,563	$	2,156,024

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable		223,693		82,900
Accrued royalties and sales commissions		236,148		221,798
Accrued advertising		10,002		10,002
Advances due to parent		0		188,214
Other current liabilities		1,271,147		1,528,626
TOTAL CURRENT LIABILITIES		1,740,990		2,031,540

COMMITMENTS AND CONTINGENCIES		-		-

MINORITY INTEREST IN CONSOLIDATED AFFILIATES		0		0

STOCKHOLDERS' EQUITY
Common stock		100		100
Additional paid-in-capital		4,900		4,900
Retained earinings		2,421,552		1,819,484
Less: Dividend Paid				(1,700,000)
Accumulated Comprehensive Income -
Accummlated foreign currency translation - unrealized		2,022		0
TOTAL STOCKHOLDERS' EQUITY		2,428,574		124,484

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,169,563	$	2,156,024

F-4

INNERLIGHT INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31,
(AUDITED)


		2006		2007			March 31, 2007			March 31, 2008

Net Sales	$	15,274,940	$	11,233,879		$	2,927,925		$	3,315,220

Cost of Sales		9,941,473		7,141,701			1,856,066			2,004,965

GROSS PROFIT		5,333,467		4,092,178			1,071,859			1,310,255

OPERATING EXPENSES:
Sales & Marketing		1,513,566		982,411			242,709			187,646
Administration		5,014,932		3,789,997			1,066,972			933,101
Research & Development		32,573		7,881			1,281			900
Total Operating Expenses		6,561,071		4,780,289			1,310,962			1,121,648

Income (Loss) from Operations		(1,227,604)		(688,111	)		(239,103	)		188,607

Interest, Net & Other Income		26,912		86,043			(48,318	)		(48,869	)

Income Taxes

Net Income (Loss)	$	(1,200,692)	$	(602,068	)	$	(287,421	)	$	139,739

F-5

INNERLIGHT HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE YEAR ENDED DECEMER 31, 2007
(AUDITED)
															Accumulated Comprehensive
															Income - Accumulated
	Common Stock						Additional		Retained						foreign currency
	Amount		Shares		Par Value		Paid in Capital		Earinings			Dividends			translation - unrealized			Total

Balance at December 31, 2006	$	100		100,000	$	0.001	$	4,900	$	2,421,552					$	2,022		$	2,428,574

Net loss for the year										(602,068	)								(602,068	)

Dividends paid													(1,700,000	)					(1,700,000	)
																			-
Realized foreign currency translatiion																(2,022	)		(2,022	)

Balance at December 31, 2007	$	100		100,000	$	0.001	$	4,900	$	1,819,484		$	(1,700,000	)	$	-		$	124,484

F-6

INNER LIGHT, INC.
STATEMENTS OF CASH FLOW
FOR THE YEARS ENDING DECEMBER 31,
(AUDITED)

	2006			2007

OPERATING ACTIVITIES:
Net income (loss)		(1,200,692	)		(602,068	)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation expense		181,128			58,309
Accrued Expenses General		(5	)		-
Accounts Receivable		54,943			15,579
Prepaid Deposits		32,487			(55,925	)
Inventory Asset		(273,852	)		231,575
Accounts Payable		(6,586	)		(140,793	)
Accrued Royalty and Sales Commissions		(43,501	)		(14,350	)
Advances due to/(from) parent		1,828,696			1,429,822
Accrued Expenses General		500,049			257,479

Total adjustments		2,273,364			1,781,696

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES		1,072,672			1,179,631

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchases of fixed assets		(109,837	)		(11,747	)
Loss on disposal					19,737


NET CASH FLOWS USED IN INVESTING ACTIVITIES		(109,837	)		7,989

CASH FLOWS FROM FINANCING ACTIVITIES:

Dividend to parent					(1,700,000	)

NET CASH FLOWS FROM FINANCING ACTIVITIES		-			(1,700,000	)

Effect of exchange rate changes on cash and cash equivalents		2,022			(2,022	)

NET INCREASE (DECREASE) IN CASH		964,857			(514,402	)

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD		501,283			1,466,140

CASH & CASH EQUIVALENTS, END OF PERIOD		1,466,140			951,738

F-7

InnerLight Holdings, Inc. (A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years ended December 31, 2007 and 2006

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations and Basis of Presentation – InnerLight Holdings, Inc. and its wholly owned subsidiaries (The “Company”) is a provider of Health and Dietary supplements and Personal Care products by means of a network of direct Sales Associates. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Consolidation—The accompanying consolidated financial statements include the accounts of InnerLight Holdings, Inc. and it’s wholly owned subsidiary, InnerLight, Inc. InnerLight International, Inc., the predecessor of the operating subsidiary, was purchased by Quigley Corporation and renamed Darius Marketing, Inc. and then InnerLight , Inc. All intercompany transactions and balances have been eliminated in consolidation.

Financial Statement Preparation—The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results may differ from those estimates.

Revenue Recognition—Sales of products are recorded when the earnings process is complete. This generally occurs when the products are shipped to the customer in accordance with the contract of purchase order, risk of loss and title has passed to the customer, collectability is reasonably assured and pricing is fixed and determinable.

Income Taxes – Income taxes are not provided for in these financial statements since the company incurred a net loss for the year ended December 31, 2007.

Cash Equivalents – The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Cash Receivable – The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by review of their credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. Credit losses have historically been within management’s expectations and the provisions established. No allowance was made for doubtful accounts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

F-8

Inventories—The Company values inventory at the lower of cost (FIFO) or market. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand and new product designs.

Debt Issuance Costs – costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt.

Goodwill and Identified Intangible Assets – Under Statement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill and other Intangible Assets,” goodwill and other intangible assets with indefinite lives are not amortized but are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their useful lives. Based on their impairment tests and the fair value analysis for goodwill and other intangible assets, and there were no impairments or impairment indicators present and no impairment loss was recorded during the fiscal years ended December 31, 2007 and 2006.

Recent Accounting Pronouncements – In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (SFAS 157) which provides guidance for measuring assets and liabilities at fair value. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued Statements of Financial Accounting Standards No. 141 (Revised 2007), “Business Combinations” (FAS 141) and No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment for ARB No. 41 (FAS 160).” FAS 141® will change how business acquisitions are accounted for and FAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. FAS 141® and FAS 160 are effective for fiscal years beginning on or after December 15, 2008 (January 1, 2009 for the Company). The adoption of FAS 141® and FAS 160 will not have a material impact on the Company’s consolidated financial statements.

Going Concern—The Company has begun to generate revenues for the first quarter of 2008 (unaudited). The Company has accumulated losses since inception. Management plans to develop and distribute a variety of products which would have wide scope of consumer appeal in areas from nutrition and human wellness products to apparel and disposable goods. Management plans to establish a website which will serve as an additional marketing tool and which will provide a platform from which various support tools to their direct sales associates will be available providing special incentive programs for superior sales performance with the intent to increase sales.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

F-9

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The condensed consolidating financial statements attached as Schedule 1 to these Notes are presented for purposes of additional analysis and are not a required part of the financial statements nor do we render any opinion on them. Such information has been subjected to the auditing procedures applied in by the predecessor auditors of the company acquired over audits of their financial statements and, in their opinion, is fairly stated in all material respects in relation to the basic financial statements taken as whole.

2. BUSINESS COMBINATIONS

During 2007 and 2006, the Company completed one acquisition which was accounted for as a purchase under SFAS No. 141, “Business Combinations.” The assets purchased and liabilities assumed for this acquisition has been reflected in the accompanying balance sheets as of December 31, 2007 and 2006 and the results of operations for the acquisitions are included in the accompanying consolidated statement of earnings from the respective dates of acquisition.

InnerLight , Inc.

On February 23, 2008, the company acquired InnerLight, Inc. from its shareholder in an agreement for $1,000,000 and the assumption of the existing liabilities of InnerLight, Inc. InnerLight, Inc. is a distribution channel for health and related products. The integration of InnerLight, Inc. with the Company’s existing operations will provide world-wide assistance to its sales associates.

The following table summarizes the fair values of assets acquired and liabilities assumed:

Inventories	$	656,142

Other current assets	$	1,766,681

Property and equipment	$	16,737

Other assets	$	4,671

Intangible Assets

Unidentifiable	$	767,006

Accounts payable and Accrued liabilities	$	(2,211,183	)

Total Purchase Price	$	1,000,000

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

F-10

3. INVENTORIES

	2007	2006
	$676,116	$907,691

4. PROPERTY, PLANT & EQUIPMENT

Property and equipment are stated at cost and depreciated and amortized generally on the straight-line method over their estimated useful lives of three to fifty years (or the lesser of the term of the lease for leasehold improvements, as appropriate). Property and equipment consist of the following:

	December 31, 2007			December 31, 2006
Leasehold Improvements	$	2,500.00		$	65,516.44
Computer Equipment		189,600.03			185,253.93
Electronics		68,573.18			67,039.88
Furniture		36,384.30			54,782.01
Software		346,916.61			344,132.53
		643,974.12			716,724.79
Accumulated Depreciation		(626,301.47	)		(632,753.10	)
TOTAL	$	17,673.00		$	83,971.59

5. GOODWILL AND INTANGIBLE ASSETS

In accordance with SFAS No. 142 the Company’s goodwill and indefinite life intangible assets are not amortized, but are subject to an annual impairment test. The following sets forth the intangible assets by major asset class, all of which were acquired through business acquisition transactions.

6. LONG-TERM DEBT

The Company has no Long-Term Debt

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

F-11

7. COMMITMENTS AND CONTINGENCIES

Lease commitments – The Company had the following lease commitments:

	December 31, 2007		Future Payments
Office Lease	$	112,046	Termination 7/31/2009--$66,490
Warehouse	$	39,701	Termination 7/31/2009--$23,559
Copier Lease	$	3,708	Termination 1/31/2010--$7,725

The Company had the following international lease commitments as of:

	December 31, 2006
Singapore Office/Warehouse	$	36,707	Termination 3/2008
Taiwan Office/Warehouse	$	24,000	Termination 3/2007

During the year ended December 31, 2007, the Company had no Employment Agreements.

Litigation—From time to time the Company may be involved in various legal proceedings and other matters, including nominal disputes with creditors relating to the dollar amount of outstanding obligations of the Company, arising in the normal course of business. The company believes no such actions would result in liabilities in excess of amounts accrued in the financial statements.

8. RELATED PARTY TRANSACTIONS

The President of the Company has maintained an economic interest in two entities which held distributorship agreements with the Company’s predecessors. Pursuant to the terms of the acquisition of InnerLight, Inc. by the Company, the President was permitted to continue his participation with these independent entities. In exchange for international marketing services and as compensation for their capital investment and services required to complete the acquisition of InnerLight, inc., the Company granted to two shareholders a ten-year royalty agreement which provides for the payment on a sliding scale of 3.5% of the first $20,000,000 per year in Commissionable Volume to 6% for Commissionable Volume over $30,000,000 per year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

F-12

SCHEDULE 1 TO FOOTNOTE 1

UNAUDITED

NOTE 15 – SEGMENT INFORMATION FROM INNERLIGHT, INC. AUDIT – (UNAUDITED BY THIS AUDITOR)

The basis for presenting segment results generally is consistent with overall Company reporting. The Company reports information about its operating segments in accordance with Financial Accounting Standard Board Statement No. 131, “Disclosure About Segments of an Enterprise and Related Information,” which establishes standards for reporting information about a company’s operating segments. All consolidating items are included in Corporate & Other.

The Company’s operations are divided into four reportable segments as follows: The Quigley Corporation (Cold- Remedy), whose main product is Cold-Eeze®, a proprietary zinc gluconate glycine lozenge for the common cold; Darius (Health and Wellness), whose business is the sale and direct marketing of a range of health and wellness products; Quigley Manufacturing (Contract Manufacturing), which is the production facility for the Cold-Eeze® brand lozenge product and also performs contract manufacturing services for third party customers together with third party sales of its own products, and Pharma, (Ethical Pharmaceutical), currently involved in research and development activity to develop patent applications for potential pharmaceutical products. As discussed in Note 17 “Subsequent Events”, subsequent to Balance Sheet date, the Company disposed of its Health and Wellness segment.

Financial information relating to 2007, 2006 and 2005 operations by business segment follows:

As of and for the year ended December 31, 2007	Cold Remedy		Health and Wellness			Contract Manufacturing			Ethical Pharmaceutical			Corporate & Other			Total
Revenues
Customers-domestic	$	25,730,016	$	6,989,289		$	2,511,486		$	-		$	-		$	35,230,791
Customers-international	$	-	$	4,244,590		$	-		$	-		$	-		$	4,244,590
Inter-segment	$	-	$	-		$	6,660,694		$	-		$	(6,660,694	)	$	-
Segment operating profit (loss)	$	4,801,260	$	(688,111	)	$	(279,816	)	$	(7,001,752	)	$	(67,649	)	$	(3,236,068	)
Depreciation	$	414,469	$	58,309		$	523,383		$	-		$	-		$	996,161
Capital expenditures	$	187,137	$	11,747		$	334,150		$	-		$	-		$	533,034
Total assets	$	38,429,506	$	7,746,622		$	6,106,567		$	-		$	(18,968,977	)	$	33,313,718

F-13

As of and for the year ended December 31, 2006	Cold Remedy		Health andWellness			Contract Manufacturing			Ethical Pharmaceutical			Corporate &Other			Total
Revenues
Customers-domestic	$	24,815,850	$	11,378,290		$	2,034,179		$	-		$	-		$	38,228,319
Customers-international	$	-	$	3,896,650		$	-		$	-		$	-		$	3,896,650
Inter-segment	$	-	$	-		$	6,596,371		$	-		$	(6,596,371	)	$	-
Segment operating profit (loss)	$	3,588,285	$	(1,227,604	)	$	(432,911	)	$	(4,309,183	)	$	(10,227	)	$	(2,391,640	)
Depreciation	$	449,580	$	181,128		$	696,212		$	-		$	-		$	1,326,920
Capital expenditures	$	562,144	$	109,837		$	25,499		$	-		$	-		$	697,480
Total assets	$	38,125,367	$	4,169,565		$	6,065,104		$	-		$	(13,515,002	)	$	34,845,034

As of and for the year ended December 31, 2005	Cold Remedy		Health and Wellness		Contract Manufacturing			Ethical Pharmaceutical			Corporate & Other			Total
Revenues
Customers-domestic	$	29,284,651	$	16,034,960	$	3,900,342		$	-		$	-		$	49,219,953
Customers-international	$	-	$	4,438,090		-		$	-		$	-		$	4,438,090
Inter-segment	$	-	$	-	$	7,090,523		$	-		$	(7,090,523	)	$	-
Segment operating profit (loss)	$	6,693,192	$	859,956	$	(80,419	)	$	(4,044,162	)	$	(449,137	)	$	2,979,430
Depreciation	$	387,840	$	143,726	$	872,541		$	-		$	-		$	1,404,107
Capital expenditures	$	228,688	$	35,523	$	267,002		$	-		$	-		$	531,213
Total assets	$	38,171,897	$	4,918,271	$	7,042,169		$	-		$	(14,156,698	)	$	35,975,639

NOTE 16 – QUARTERLY INFORMATION (UNAUDITED)

	Quarter Ended
	March 31,			June 30,			September 30,		December 31,
2007
Net Sales	$	9,077,876		$	4,989,427		$	11,840,432	$	13,567,646
Gross Profit	$	5,010,020		$	2,102,489		$	6,938,956	$	8,596,854
Administration	$	3,212,155		$	3,471,056		$	2,682,998	$	4,050,453
Operating expenses	$	7,098,360		$	5,920,082		$	5,780,451	$	7,085,494
(Loss) Income from operations	$	(2,088,340	)	$	(3,817,593	)	$	1,158,505	$	1,511,360
(Loss) Income from continuing operations	$	(2,088,340	)	$	(3,817,593	)	$	1,158,505	$	1,511,360
Net (Loss) Income	$	(1,928,206	)	$	(3,519,692	)	$	1,328,823	$	1,660,738

Basic EPS
(Loss) Income from continuing operations	$	(0.15	)	$	(0.28	)	$	0.10	$	0.13
Net (Loss) Income	$	(0.15	)	$	(0.28	)	$	0.10	$	0.13
Diluted EPS
(Loss) Income from continuing operations	$	(0.15	)	$	(0.28	)	$	0.10	$	0.12
Net (Loss) Income	$	(0.15	)	$	(0.28	)	$	0.10	$	0.12

F-14

	Quarter Ended
	March 31,			June 30,			September 30,		December 31,
2006
Net Sales	$	10,266,038		$	6,182,467		$	11,480,634	$	14,195,830
Gross Profit	$	5,312,584		$	2,309,415		$	6,259,667	$	8,996,699
Administration	$	3,705,761		$	3,100,378		$	3,195,182	$	3,122,416
Operating expenses	$	6,925,209		$	5,036,669		$	5,369,992	$	7,938,135
(Loss) Income from operations	$	(1,612,625	)	$	(2,727,254	)	$	889,675	$	1,058,564
(Loss) Income from continuing operations	$	(1,612,625	)	$	(2,727,254	)	$	889,675	$	1,058,564
Net (Loss) Income	$	(1,454,295	)	$	(2,618,319	)	$	1,078,634	$	1,245,635

Basic EPS
(Loss) Income from continuing operations	$	(0.12	)	$	(0.21	)	$	0.09	$	0.10
Net (Loss) Income	$	(0.12	)	$	(0.21	)	$	0.09	$	0.10
Diluted EPS
(Loss) Income from continuing operations	$	(0.12	)	$	(0.21	)	$	0.08	$	0.09
Net (Loss) Income	$	(0.12	)	$	(0.21	)	$	0.08	$	0.09

FOURTH QUARTER SEGMENT DATA (UNAUDITED)

As of and for the three months ended December 31, 2007	Cold Remedy		Health and Wellness			Contract Manufacturing			Ethical Pharmaceutical			Corporate & Other			Total
Revenues
Customers-domestic	$	10,072,442	$	1,538,494		$	670,354		$	-		$	-		$	12,281,290
Customers-international	$	-	$	1,286,356		$	-		$	-		$	-		$	1,286,356
Inter-segment	$	-	$	-		$	1,880,647		$	-		$	(1,880,647	)	$	-
Segment operating profit (loss)	$	3,275,343	$	(180,203	)	$	(68,027	)	$	(1,839,786	)	$	324,033		$	1,511,360
Depreciation	$	104,775	$	2,567		$	135,093		$	-		$	-		$	242,435
Capital expenditures	$	18,833	$	408		$	61,215		$	-		$	-		$	80,456

F-15

As of and for the three months ended December 31, 2006	Cold Remedy		Health and Wellness			Contract Manufacturing			Ethical Pharmaceutical			Corporate & Other			Total
Revenues
Customers-domestic	$	10,697,062	$	2,107,799		$	527,072		$	-		$	-		$	13,331,933
Customers-international	$	-	$	863,896		$	-		$	-		$	-		$	863,896
Inter-segment	$	-	$	-		$	1,798,932		$	-		$	(1,798,932	)	$	-
Segment operating profit (loss)	$	2,645,269	$	(481,188	)	$	(11,639	)	$	(1,420,522	)	$	326,644		$	1,058,564
Depreciation	$	97,637	$	55,118		$	180,249		$	-		$	-		$	333,004
Capital expenditures	$	220,632	$	1,883		$	7,604		$	-		$	-		$	230,119

As of and for the three months ended December 31, 2005	Cold Remedy		Health and Wellness		Contract Manufacturing		Ethical Pharmaceutical			Corporate & Other			Total
Revenues
Customers-domestic	$	12,144,783	$	3,752,464	$	694,137	$	-		$	-		$	16,591,384
Customers-international	$	-	$	1,149,236	$	-	$	-		$	-		$	1,149,236
Inter-segment	$	-	$	-	$	2,623,396	$	-		$	(2,623,396	)	$	-
Segment operating profit (loss)	$	2,480,622	$	8,074	$	264,947	$	(956,382	)	$	323,700		$	2,120,961
Depreciation	$	99,142	$	35,848	$	225,355	$	-		$	-		$	360,345
Capital expenditures	$	139,756	$	1,094	$	212,525	$	-		$	-		$	353,375

END OF SCHEDULE 1 -- UNAUDITED

F-16

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which are to be paid by the registrant, are as follows:


SEC Registration Fee	$	275.10
Printing Expenses	$	2,500.00
Audit/Administrative Fees and Expenses	$	45,724.90
Transfer Agent Fees	$	1,500.00
TOTAL	$	50,000.00

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to our directors, officers and controlling persons pursuant to our Certificate of Incorporation, Bylaws, Delaware laws or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons, and the successful defense of any action, suit or proceeding) is asserted by such director, officer or control person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On February 28, 2008, we issued, in connection with the organization of the Company, a total of 10,600,000 shares of Common Stock to seventeen shareholders in exchange for services rendered to the Company and for total aggregate cash consideration of $1,000,000. A total of 2,000,000 Class A Common Stock Purchase Warrants and 2,000,000 Class B Common Stock Purchase Warrants were issued to six individuals or entities as additional consideration. These issuances included 2,850,000 shares and 592,000 warrants issued to Kevin Brogan, the President of the Company, 160,000 shares issued to Heber Maughan, the Chief Financial Officer of the Company, 2,250,000 shares and 468,000 warrants issued to Gary Quigley, a shareholder, and 2,250,000 shares and 468,000 warrants issued to Chilesha Holdings Ltd., a shareholder.

Unless otherwise indicated above, none of the share or warrant issuances were to Officers, Directors, affiliates, or parties who hold 5% or more of the Company’s Common Stock.

In connection with the foregoing issuances, the Company relied upon the exemption from securities registration afforded by Rule 504 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of our company or executive officers of our company, and transfer was restricted by our company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

ITEM 16. EXHIBITS.

Exhibit	Description
2.1	Quigley Corp. Purchase Agreement
3.1	Articles of Incorporation of InnerLight Holdings, Inc.
3.2	By-Laws of InnerLight Holdings, Inc.
4.1	Form of Common Stock Purchase Warrant
5.1	Opinion of William J. Reilly, Esq.
10.1	Employment Agreement with Kevin Brogan
10.2	Employment Agreement with Heber Maughan
21.1	List of Subsidiaries
23.1	Consent of Indepdent Certified Public Accounting Firm
23.2	Consent of Counsel

ITEM 17. UNDERTAKINGS

The registrant hereby undertakes:

To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)	Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement;

(iii)

Include any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

For determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a Director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

For determining any liability under the Securities Act, to treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

For determining any liability under the Securities Act, to treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

For determining liability of the undersigned registrant under the Securities Act to purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(iv)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(v)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(vi)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(vii)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Provo, State of Utah on July 18, 2008.

	INNERLIGHT HOLDINGS, INC.

	By: /s/ Kevin Brogan
	Kevin Brogan
	CEO, President and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities stated on July 18, 2008 :

Signature

	Title
/s/ KEVIN BROGAN	CEO, President, and Chief Executive Officer


/s/ HEBER MAUGHAN	Secretary and Principal Financial Officer

Delaware		5122		26-2300043
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Title of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price 1		Amount of Registration Fee 1

Common Stock		1,000,000	$	1.00	$	1,000,000.00	$	39.30
Common Stock (2)		2,000,000	$	3.00	$	6,000,000.00	$	235.80

		Offering Price Per Unit				Offering Expenses(1)				Proceeds to Our Company
		$	10.00			$	.50			$	9.50

Minimum

Gross Proceeds	$	1,000,000
Offering Expenses	$	50,000
Net Proceeds	$	950,000

The net proceeds will be used as follows:

International Development	$	250,000
Distributor Recruitment	$	100,000
Marketing and advertising	$	100,000
General Working Capital	$	500,000

Net tangible book value per share before offering	$	233,468
Net tangible book value per share after offering	$	1,183,468
Increase to present shareholders in net tangible book value per share after offering	$	.08
Number of shares outstanding before the offering		10,600,000
Percentage of ownership after offering assuming maximum number of shares are sold.		91	%


	Page No.
PROSPECTUS SUMMARY	4
Our Company	4
The Offering	4
Selected Financial Data	5
RISK FACTORS	6
Risks Relating to Our Company	6
Risks Relating to Our Industry	8
Risks Relating to this Offering	9
USE OF PROCEEDS	12
DETERMINATION OF OFFERING PRICE	12
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES	13
PLAN OF DISTRIBUTION; TERMS OF OFFERING	14
Section 15(g) of the Exchange Act	14
Offering Period and Expiration Date	14
Procedures for Subscribing	14
Right to Reject Subscriptions	15
Separate Account for Subscriptions	15
BUSINESS	16
Our Background	16
Our Business	16
Our Competition	28
Proprietary Rights	28
Our Research and Development	28
Government Regulation	28
Employees	28
Facilities	28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION	29
Plan of Operation	29
Limited Operating History; Need for Additional Capital	29
Results of Operation	29
Liquidity and Capital Resources	31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	33
MANAGEMENT	35
Officers and Directors	35
Background of Officers and Directors	35
EXECUTIVE COMPENSATION	37
Summary Compensation Table	37
Long-Term Incentive Plan Awards	37
Compensation of Directors	37
Employment Agreements	38
Indemnification	38

	Three Months Ended			Twelve Months Ended			Twelve Months Ended
	31-Mar-08			31-Dec-07			31-Dec-06

Net Sales	$	3,315,220		$	11,233,879		$	15,274,940

Cost of Sales		2,004,965			7,l41,701			9,941,473

GROSS PROFIT		1,310,255			4,092,178			5,333,467

OPERATING EXPENSES:
Sales & Marketing		187,646			982,411			1,513,566
Administration		933,101			3,789,977			5,014,932
Research & Development		900			7,881			32,573
Total Operating Expenses		1,121,647			4,780,289			6,561,071

Income (Loss) from Operations		188,208			(688,111	)		(1,227,604	)

Interest, Net & Other Income		(48,869	)		86,043			26,912

Income Taxes		0			0			0

Net Income (Loss)	$	139,739		$	(602,068	)	$	(1,200,692	)

Price per share	$	1.00
Dilution per share	$	.90
Capital contributions	$	950,000
Number of shares after offering held by public investors		1,000,000
Percentage of ownership after offering		9	%

Home/family care products (Cleaning products, cookware, cutlery, etc.)	32.0	%
Personal care products (Cosmetics, jewelry, skin care, etc.)	29.4	%
Services/other	15.4	%
Wellness	15.3	%
Leisure/educational	7.9	%

Face-to-Face Selling 73.1%
In the home	61.9	%
Workplace	6.7	%
Temporary location	3.9	%
Other locations	0.6	%
Remote Selling 26.9%
Phone	15.6	%
Internet	10.8	%
Other remote selling	0.5	%

Individual/Person-to-Person selling	69.0	%
Party plan/group selling	28.5	%
Customer placing order directly with firm (in follow-up to a face-to-face solicitation)	1.7	%
Other	0.8	%