797167--4/13/2006--NATURADE

related topics

{stock, price, share}

{product, candidate, development}

{customer, product, revenue}

{product, market, service}

{personnel, key, retain}

{regulation, change, law}

{stock, price, operating}

{acquisition, growth, future}

{product, liability, claim}

{property, intellectual, protect}

{cost, operation, labor}

In our recent acquisitions, we have assumed substantial additional obligations. Our success depends on current and ongoing financing which may not be available or, if available, could result in substantial dilution to our stockholders, depress the market price of our common stock and impair our ability to raise capital by selling our common stock Our revenues depend on the integration and continued revenues of acquired businesses. Our revenues depend on continued business from our key customers. We depend on third-party suppliers and manufacturers for our products. If our third-party suppliers or manufacturers fail to timely deliver products of acceptable quality or comply with FDA manufacturing guidelines, or raise prices, our profits may be affected. Our current financial condition could cause third-party suppliers and manufacturers to refuse to do business with us, or to do so only on less favorable terms. Restrictions or requirements imposed by government regulation could result in material harm to our results of operations and financial condition. Our competitors may develop products that are more effective or less costly. Our success depends on our ability to attract and retain qualified personnel. Expanding our sales in the mass market resulted in less stable demand for our products. Certain stockholders have the ability to control the company and have other substantial rights, preferences and privileges. The exercise of outstanding options and warrants, and the conversion of outstanding shares of Series C could cause substantial dilution to our stockholders. The large number of shares of common stock issuable upon the exercise of outstanding options and warrants, or the conversion of outstanding shares of Series C, could depress the market price of our common stock and impair our ability to raise capital by selling our common stock. Future sales of equity securities could cause substantial dilution to our stockholders, depress the market price of our common stock and impair our ability to raise capital by selling our common stock. We have granted registration rights with respect to numerous shares, the sale of which could depress the market price of our common stock and impair our ability to raise capital by selling our common stock. Our future success depends on our ability to develop and commercialize products. We are subject to variability of quarterly results and, therefore, our results of operations for any period may not be indicative of future periods. The change in control effected by our recent recapitalization may restrict future use of our tax loss carry forwards. We may not have sufficient resources to address product liability exposure. The dietary supplement industry as a whole is experiencing a decline in sales. Adverse publicity may affect our ability to attract and retain distributors. We may not be able to protect our intellectual property which could enable other companies to replicate our products. New products are expensive to introduce and may not be successful. Our stock price may be subject to significant fluctuations.

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797167--4/13/2006--NATURADE_INC