SNPK Financials

8/2/2019 SNPK Financials

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From: www.csinvesting.wordpress.com studying/teaching/investing

Case Study: Scam, Fantasy or Fraud — Take your pick.

This case is a series of press releases and recent financial filings of SNPK. To receive an A+ plus an

email prize — point out what in the financial statement would cause any shareholder (God,forbid if you were a shareholder thinking this was a good long-term investment) to becomeill. What strikes you as particularly toxic for the common shareholders? Also, list three or four Red Flagsthat you as a potential investor would notice. Tomorrow, I will post my analysis of these documents.

You should be able to skim through the 100 pages — skipping over the superfluous — and find the key areasto look at. We are in the dark world of Penny stocks, pump and dump frauds, and mafia-controlledstock — far, far away from investing in franchise companies like IBM. But inverting and looking at theunderbelly of the stock market can teach us lessons. Yes, what to avoid, but also about human nature.

I am asked to be placed on Penny stock email lists because occasionally I find wonderful shorts. Thisexample is not an example of what to short but how to find trouble in a financial statement.

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Form 8-K

SUNPEAKS VENTURES, INC. - SNPK

Filed: March 06, 2012 (period: March 01, 2012)

Report of unscheduled material events or corporate changes.




press release

March 12, 2012, 4:05 p.m. EDT

1 Sunpeaks Ventures Comments on Current U.S. Prescription Drug ShortageCrisis

SILVER SPRING, Md., March 12, 2012 /PRNewswire via COMTEX/ -- Sunpeaks Ventures,Inc. /quotes/zigman/7619777 SNPK +17.63% (pinksheets:SNPK) (the "Company" or "SunpeaksVentures") and its wholly owned subsidiary Healthcare Distribution Specialists, LLC ("HDS")are pleased to provide this commentary regarding the current prescription drug shortage crisistaking place across the United States.

According to both the U.S. Food and Drug Administration ("FDA") and the General AccountingOffice ("GAO"), the United States is experiencing a record number of prescription drugshortages. The number of drug shortages has continued to grow substantially since 2006. Datacollected by the University of Utah Hospital's Drug Information Service indicates that 1,190prescription drug shortages were reported from January 1, 2001 through June 20, 2011. Of these,64% of shortages involved drugs that were in short supply more than one prior time. On average,drug shortages lasted an astounding 286 days (over 9 months). Over half of all shortagesreported from January 1, 2009, through June 20, 2011, were identified as critical, because, forexample, alternative drugs were not available or involved older generic sterile injectable drugs.Certain therapeutic classes such as anesthetics, oncology (cancer), and anti-infective drugs(antivirals, anthelmintics, and vaccines) were among those most often in short supply.

The prescription drug shortage in the United States became mainstream news in late 2011, whenPresident Obama signed an Executive Order directing the FDA to take action to help furtherprevent and reduce prescription drug shortages, protect consumers, and prevent price gouging.The President's order directed the FDA to broaden reporting of potential shortages of certainprescription drugs and to further expedite regulatory reviews that can help prevent or respond toshortages. Under the President's order, FDA will also work with to the Department of Justice,which will examine whether potential shortages have led to illegal price gouging or stockpiling

of life-saving medications.

President Obama stated, "The shortage of prescription drugs drives up costs, leaves consumersvulnerable to price gouging, and threatens our health and safety. This is a problem we can't waitto fix. That's why today, I am directing my administration to take steps to protect consumersfrom drug shortages, and I'm committed to working with Congress and industry to keep tackling

http://www.marketwatch.com/investing/stock/SNPK?link=MW_story_quote







this problem going forward."

"The prescription drug shortage in America has reached near epidemic proportions and it'sadversely affecting vulnerable patients and threatening families across the country. Many of these shortages involve cancer drugs, anesthetics used for patients undergoing surgery, as wellas drugs needed for emergency medicine, and patients on IV," stated Mackie A. Barch, CEO of Sunpeaks. "We believe that a key element to any long-term solution to the shortage problem is astrong secondary wholesale market for prescription drugs. Our wholly-owned subsidiary,

HDS, is positioned to become a potential leader in the secondary wholesale market forprescription drugs and intends to work closely with healthcare providers nationwide toidentify and provide innovative solutions to prevent shortages for our growing list of clients."

About Sunpeaks Ventures, Inc.

Sunpeaks Ventures, Inc. and its wholly owned subsidiary Healthcare Distribution Specialists,LLC ("HDS"), is a nationally focused, value-added distributor of specialty drugs andover-the-counter ("OTC") branded multivitamins to the healthcare provider market. HDS alsoowns and markets Clotamin®, a specialized over-the-counter multivitamin product designedexclusively for use by patients also on Warfarin®, a popular blood thinner that has a long list of known adverse drug and food interactions.

For additional information, please visit www.sunpeaksventures.com .

Contact: Financial Insights 888-248-8491 or [email protected]

Table of Contents




8-K - FORM 8-K CURRENT REPORTITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.ITEM 8.01 OTHER ITEMS.ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.SIGNATURES

EX-99.1 (EXHIBIT 99.1 SUNPEAKS INITIAL FUNDING)

SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2012

SUNPEAKS VENTURES, INC.(Exact name of registrant as specified in its charter)

Nevada 000-54523 27-0777112

(State or other jurisdiction (Commission File Number) (IRS Employer

of Incorporation) Identification Number)

9337 Fraser Ave.Silver Spring, MD 20910

(204) 898-8160(Address of principal executive

offices)

(Former name or former address, if changed since lastreport)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:

. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM3.02

UNREGISTERED SALES OF EQUITY SECURITIES.

On March 1, 2012, Sunpeaks Ventures, Inc. (“we” or the “Company”) issued a 10% convertible note in with an original principalamount of $200,000 (the “Note”) to an investor. The Note provides for an interest rate of ten percent (10%) and matures on Ma rch 1,2014. The Note is convertible into shares of our common stock, par value $0.001, based on a conversion price that is equal to a twenty




percent (20%) discount to the average market price over a ten (10) day period immediately prior to the conversion date.

The issuance of the Note was offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the SecuritiesAct of 1933, as amended.

ITEM8.01

OTHER ITEMS.

On March 2, 2012, we issued a press release entitled “Sunpeaks Ventures Secures Initial Funding of $200,000”. A copy of the pressrelease is attached as Exhibit 99.1, and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibit is furnished herewith:

ExhibitNumber Description99.1

Press Release titled “Sunpeaks Ventures Secures Initial Funding of $200,000” dated March 2, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 6, 2012

SUNPEAKS VENTURES, INC.

By: /s/ Mackie Barch

Mackie BarchPresident and Chief Executive Officer

Exhibit 99.1

Sunpeaks Ventures Secures Funding of $200,000

SILVER SPRING, Md., March 2, 2012 /PRNewswire/ -- Sunpeaks Ventures, Inc. (OTCBB: SNPK) (PINKSHEETS: SNPK) (the"Company" or "Sunpeaks Venutres") is pleased to announce that it has completed an initial financing of $200,000. The proceeds fromthis financing will be used for general working capital and other such purposes as the Company may determine from time to time.

"The most important reason to become a publicly traded company is to access additional growth capital on more attractive terms,"stated Mr. Mackie Barch, President and CEO of Sunpeaks Ventures. "This initial financing and future potential capital raises will fuelour corporate growth and help position the Company as leaders in the hard-to-find and specialty drug distribution sector."

Further updates regarding Sunpeaks Ventures and HDS will be made as additional information becomes available.




About Sunpeaks Ventures, Inc.

Sunpeaks Ventures, Inc. and its wholly owned subsidiary Healthcare Distribution Specialist, LLC ("HDS"), is a nationally focused,value-added distributor of specialty drugs and over-the-counter ("OTC") branded multivitamins to the healthcare providermarket. HDS also owns and markets Clotamin®, a specialized over-the-counter multivitamin product designed exclusively for use bypatients also on Warfarin®, a popular blood thinner that has a long list of known adverse drug and food interactions.

For additional information, please visit www.sunpeaksventures.com.Contact: Financial Insights 888-248-8491 or [email protected]

Safe Harbor Statement

Information in this document constitute forward-looking statements or statements which may be deemed or construed to beforward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecast","anticipate", "estimate", "project", "intend", "expect", "should", "believe", and similar expressions are intended to identifyforward-looking statements. These forward-looking statements involve, and are subject to known and unknown risks, uncertainties andother factors which could cause Sunpeaks Ventures' actual results, performance (financial or operating) or achievements to di ffer fromthe future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Therisks, uncertainties and other factors are more fully discussed in Sunpeaks Ventures' filings with the U.S. Securities and ExchangeCommission. All forward-looking statements attributable to Sunpeaks Ventures herein are expressly qualified in their entirety by theabove-mentioned cautionary statement. Sunpeaks Ventures disclaims any obligation to update forward-looking statements contained inthis estimate, except as may be required by law.

_____________________________________

Created by Morningstar ®

Document Research℠ http://documentresearch.morningstar.com Source: SUNPEAKS VENTURES, INC., 8-K, March 06, 2012

Form 8-K

SUNPEAKS VENTURES, INC. - SNPK

Filed: February 17, 2012 (period: February 13, 2012)

Report of unscheduled material events or corporate changes.




Table of Contents




8-K - FORM 8-K CURRENT REPORTITEM 1.01 part_1_2_1 ITEM 2.01 part_1_2_2 Item 2.01(f) of Form 8-K states that if the registrant was a shell company like we were immediately before the

transaction disclosed under Item 2.01, then the registrant must disclose the information that would berequired if the registrant were filing a

ITEM 2.03 part_1_2_4 ITEM 3.02 part_1_2_5 ITEM 5.01 part_1_2_6

ITEM 5.02 part_1_2_7 ITEM 5.06 part_1_2_8 ITEM 8.01 part_1_2_9 ITEM 9.01 part_1_2_10

EX-10.07 (EXHIBIT 10.7 PROMISSORY NOTE)

EX-10.08 (EXHIBIT 10.8 SETTLEMENT AGREEMENT)

EX-10.09 (EXHIBIT 10.9 SETTLEMENT AGREEMENT)

EX-10.10 (EXHIBIT 10.10 SHARE EXCHANGE AGREEMENT)

EX-10.12 (EXHIBIT 10.12 MANAGEMENT AGREEMENT)

EX-10.13 (EXHIBIT 10.13 LEASE AGREEMENT)

EX-21.1 (EXHIBIT 21.1 LIST OF SUBSIDIARIES)

EX-99.1 (EXHIBIT 99.1 AUDITED CONSOLIDATED FINANCIAL STATEMENTS)

EX-99.2 (EXHIBIT 99.2 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS)

SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2012

SUNPEAKS VENTURES, INC.(Exact name of registrant as specified in its charter)

Nevada 000-54523 27-0777112

(State or other jurisdiction (Commission File Number) (IRS Employer

of Incorporation) Identification Number)

9337 Fraser Ave.Silver Spring, MD 20910

(204) 898-8160

(Address of principal executive

offices)

#106, 505 19 Ave SWCalgary, Alberta, T2S 0E4

Canada

(Former name or former address, if changed since lastreport)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:

. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




FORWARD LOOKING STATEMENTS

This current report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Ac

of 1995. These statements relate to future events or our future results of operation or future financial performance, including, but no

limited to, the following: statements relating to our ability to raise sufficient capital to finance our planned operations for the next 12

months. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”,

“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other

comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors

including the risks in the section entitled “Risk Factors” in this current report, which may cause our or our industry’s actual results,

levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implie

by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarante

future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the dat

that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we ma

issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to updat

any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect th

occurrence of unanticipated events.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to“common shares” refer to the common shares in our capital stock.

As used in this current report (the “Report”) and unless otherwise indicated, the terms “we”, “us”, “our”, the “Company” and“SNPK”, and “Sunpeaks” refer to Sunpeaks Ventures, Inc. As used herein, Clotamin® is a registered trademark of HealthcareDistribution Specialists, LLC. As used herein, Coumadin® is a registered trademark of Bristol-Myers Squibb Pharma Company andSunpeaks Ventures, Inc. expressly disclaims any right thereto.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Share Exchange Agreement

On February 13, 2012, Sunpeaks Ventures, Inc., a Nevada corporation entered into that certain Share Exchange Agreemen(the “Share Exchange Agreement”) with Healthcare Distribution Specialists LLC, a Delaware limited liability company, (“HDS”),Mackie Barch, the mmanaging member of HDS, who presently owns 100% of the issued and outstanding membership interests in HDSand Scott Beaudette, the majority shareholder of the Company. Pursuant to the terms and conditions of the Share Exchange AgreementHDS shall exchange 100% of the outstanding membership interests in HDS in exchange for: (i) two hundred million (200,000,000)newly-issued restricted shares of the Company’s common stock, par value $0.001 per share and (ii) three million (3,000,000)

newly-issued restricted shares of the Company’s Class A Preferred Stock, par value $0.001 per share. The exchange will result in HDSbecoming a wholly-owned subsidiary of the Company. Additionally, pursuant to the Share Exchange Agreement, Mr. Beaudette shalcancel two hundred million (200,000,000) shares of the Company’s common stock that he currently owns. As a result of the S hareExchange Agreement, the Company will now conduct all current operations through Healthcare Distribution Specialists LLC, and ouprincipal business became the business of HDS.

The foregoing summary description of the terms of the Share Exchange Agreement may not contain all information that is ofinterest to the reader. For further information regarding the terms and conditions of the Share Exchange Agreement, this reference ismade to such agreement, which is filed as Exhibit 10.10 hereto and is incorporated herein by this reference.

CH Settlement Agreement

On February 13, 2012, the Company entered into a Settlement Agreement and General Mutual Release (the “CH Settlement

Agreement”) with Carrillo Huettel, LLP (“CH”). Pursuant to the terms of the CH Settlement Agreement, the Company paid $4,000 infull satisfaction of a debt owed to CH for legal services rendered to the Company.

The foregoing summary description of the terms of the CH Settlement Agreement may not contain all information that is ofinterest. For further information regarding the terms and conditions of the CH Settlement Agreement, reference is made to suchagreement, which is filed as Exhibit 10.9, hereto, and is incorporated by reference.

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Beaudette Settlement Agreement

On February 13, 2012, the Company entered into a Settlement Agreement and General Mutual Release (the Beaudette SettlemenAgreement”) with Scott Beaudette (“Mr. Beaudette”). Pursuant to the terms of the Beaudette Settlement Agreement, the Company paid$5,000 in full satisfaction of a debt owed to Mr. Beaudette for funds he lent to the Company.

The foregoing summary description of the terms of the Beaudette Settlement Agreement may not contain all information thatis of interest. For further information regarding the terms and conditions of the Beaudette Settlement Agreement, reference is made tosuch agreement, which is filed as Exhibit 10.8, hereto, and is incorporated by reference.

Whetu Settlement Agreement

On February 13, 2012, the Company entered into a Settlement Agreement and General Mutual Release (the “WhetuSettlement Agreement”) with Whetu, Inc. (“Whetu”). Pursuant to the terms of the Whetu Settlement Agreement, the Company shallissue fifty million (50,000,000) restricted shares of its common stock to Whetu for the cancellation of that certain Promissory Note (the“Whetu Note”) issued by the Company in favor of Whetu on July 13, 2011 to evidence funds previously loaned by Whetu. The Whet uNote had a principal amount of one hundred ten thousand ($110,000) and accrued simple interest at a rate of ten percent (10%) perannum and was due and payable on demand upon ten (10) days written notice.

The foregoing summary description of the terms of the Whetu Settlement Agreement may not contain all information that is ofinterest. For further information regarding the terms and conditions of the Whetu Settlement Agreement, reference is made to suchagreement, which is filed as Exhibit 10.11, hereto, and is incorporated by reference.

Management Agreement

On February 13, 2012, the Company into a Management Agreement (the “Management Agreement”) with Mackie Barchwhereby Mr. Barch shall serve as the Company’s President, Chief Executive Officer, and Director for one year. Thereafter, theManagement Agreement shall automatically renew for successive one year periods, or until Mr. Barch delivers 30 days advanced writtennotice of his intent to resign. As compensation for such services, Mr. Barch shall receive a monthly fee of $1,000 per calendar month.Such fee shall be payable on the first day of each calendar quarter.

The foregoing summary description of the terms of the Management Agreement may not contain all information that is ofinterest. For further information regarding the terms and conditions of the Management Agreement, reference is made to suchagreement, which is filed as Exhibit 10.12, hereto, and is incorporated by reference.

ITEM 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.

FORM 10 DISCLOSURE

As a result of the Share Exchange Agreement (the "Transaction"), our current business operations shall be conducted throug

our wholly-owned subsidiary, Healthcare Distribution Specialists LLC, and our principal business is now that of Healthcar

Distribution Specialists LLC. Accordingly, Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as we wer

immediately before the transaction, then the registrant must disclose the information that would be required if the registrant were filin

a general form for registration of securities on Form 10. Pursuant to Item 2.01(f) of Form 8-K, we are providing th

following information that would be included in general form for the registration of securities on Form 10.

Please note that the information provided below relates to the combined enterprises after the closing of the Transaction

except that information relating to periods prior to the date of the Transaction only relates to the Registrant unless otherwise specificallindicated.

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ITEM 1. BUSINESS

Corporate History

The Company was incorporated in the State of Nevada on June 25, 2009. Since inception we have had minimal operations andas such we were considered a "shell company" as that term is defined under Rule 405 of the Securities and Exchange Act of 1934. It wasour initial intention to be a as an independent crude oil and natural gas exploration company; however, due to the lack of revenues andadequate financing, we abandoned our business plan and began seeking out potential acquisitions, joint ventures and/or strategicrelationships.

Thereafter, the Company entered into the Share Exchange Agreement with HDS, Mackie Barch and Mr. Beaudette. Pursuanto the terms and conditions of the Share Exchange Agreement, (i) HDS exchanged 100% of the issued and outstanding membershipinterests in HDS for: two hundred million (200,000,000) newly-issued restricted shares of the Company’s common stock and (ii) threemillion (3,000,000) newly-issued restricted shares of the Company’s Class A Preferred Stock, resulting in the acquisition of HDS by theCompany.

As a result of the Share Exchange Agreement, our new business operations shall be conducted through our wholly-owned

subsidiary, HDS and our principal business is now that of HDS, which is described in greater detail below.

HDS Company Overview

HDS was incorporated in the State of Delaware on September 19, 2008 under the name AmeriSure Pharmaceuticals, LLC andon July 28, 2011 it changed its name to Healthcare Distribution Specialists LLC. HDS is a value-added distributor of hard-to-find andspecialty drugs to the healthcare provider market, while functioning as an aggregator of real-time market demand for these products.Simply stated, we are a marketing-driven sales organization focused on originating a high volume of special orders from a widecustomer base. Due to our established vendor relationships and focused business model, we have the ability to source these products andexpeditiously fill orders within narrow time frames. In addition to our distribution business, we also own and sell a specializedover-the-counter multivitamin product called Clotamin. Clotamin is specifically designed for use by patients on Warfarin, a bloodthinner that has a known interaction with the vitamin K present in standard over-the-counter multivitamins.

The U.S. Drug Wholesaling Industry

The U.S. drug wholesaling industry is a $300 billion industry that is evolving faster than ever. (2011-12 Economic Report onPharmaceutical Wholesalers by Adam J. Fein, Ph.D., September 2011). In the U.S. drug wholesaling industry the three largest drugwholesalers distribute more than 85% of all prescription drugs in the United States. (Statement of Adam J. Fein, President, PembrokeConsulting, Inc. to the U.S. House of Representatives Committee on the Judiciary Subcommittee on Intellectual Property, Competitionand the Internet; The Proposed Merger between Express Scripts and Medco, September 20, 2011).

The approximate 15% market share remaining represents a rapidly growing $45 billion distribution market for hard-to-findand specialty pharmaceuticals primarily in the biopharmaceutical arena, and it is in this market that HDS’ target customers are located

Principal Services and Products

Due to the complexity of the specialty drug discovery process, these drugs are difficult and expensive to manufacturer, andthere are typically no generic alternatives. HDS is a wholesale distributor of a wide range of over 6,000 of these specialty drugs. HDScurrently provides three primary distribution services and owns one over-the-counter (OTC) product:

1.Distribution Services

a.Sourcing and Distribution of Hard-To-Find Pharmaceuticals

HDS plays the role of special purchasing agent and procurement expediter for its customers. HDS contacts variousuppliers within the industry supply chain in order to find certain hard-to-find pharmaceuticals and facilitates rapid delivery ofsuch pharmaceuticals usually within 24 to 48 hours.

The hard-to-find segment is projected to grow significantly due to the high projected demand, manufacturingshortages, regional shortages, and the increasing off-label use for biopharmaceutical drugs and their quota-like system ofallocation.




4




Additionally, most hospitals carry lean stocks due to the high carrying cost of the drugs. This tight supplychain results in the frequent need by providers to access the spot, hard-to-find market to rebalance supply withdemand. When this happens, hospitals are under timing pressure to obtain the products quickly, often regardless opricing.

b.Sourcing and Distribution of Blood Plasma Derivatives, Specialty Products, Vaccines, andAnti-Infectives

Worldwide demand for plasma derivative products (made from bio-engineered proteins and blood derivates), such

as Intravenous Immunoglobulin (IVIG), coagulation factors, and albumin is growing strongly due to increased use andemerging medical applications for these drugs. Historically, IVIG was targeted at treatment of auto-immune diseases, butherapies such as treatment for Alzheimer’s and other immune deficiencies are contributing to a significant increase in demandfor IVIG. Manufacturers have historically not been able to increase production in time to meet increased demand. Many othese disorders have no cure, and as a result, patients often receive treatment for the symptoms for decades, thereby creatinglong use cycles for these products.

HDS’ primary product distribution categories include plasma derivatives, specialty products, vaccines, andanti-infectives. Plasma derivatives are used to treat complex and serious medical conditions such as cancer, hemophiliarheumatoid arthritis, multiple scleroses, blood disorders, hepatitis, and HIV. Specialty products include a wide variety odrugs used to treat respiratory, oncology, cardiovascular, and hormonal syndromes.

These specialty products are highly differentiated from traditional pharmaceuticals (oral solids) because they aresignificantly more costly than traditional pharmaceuticals and often require specialized handling such as refrigeration and tighcold-chain management.

Healthcare providers, despite having primary sources of distribution for these products, routinely encountershortages that can put patients at risk. When hospitals are in need of these drugs, it can often be a lifesaving situation requiringquick turnaround and reliable service. Despite a steadily growing need for these products, hospitals are often unable toincrease supply allocations, resulting in market disequilibrium and the need to purchase in the hard-to-find market.

c.Sourcing and Distribution of Select Traditional Pharmaceuticals

HDS also offers catalogue sales of traditional pharmaceutical products to its distribution customers. These productinclude antibiotics, vaccines, and other oral and injectable pharmaceuticals. These product sales opportunities arise whenvendors offer HDS special pricing or exclusivity on certain product lines.

2.Clotamin – a Multivitamin for Patients on Blood Thinners

HDS owns 100% of the rights, title, and interest to Clotamin, an OTC multivitamin for patients on Warfarin. The Company’spredecessor introduced Clotamin in early 2008 to answer an unmet need for patients on anticoagulants (popularly referred to as“blood thinners”), such as Warfarin and related 4-hydroxycoumarin-containing molecules.

Patients on such blood thinners are primarily impacted by their Potassium (K+) level, and to a lesser degree their A, D, and Elevels, and are therefore cautioned to monitor their intake of these vitamins. The patient’s International Normalized Ratio (INR)can be raised or lowered based upon the amount of available Potassium (vitamin K), which can cause either excessive bleeding orclotting, respectively.

Clotamin is the first multivitamin in the commercial market that is manufactured without vitamin K and with reduced amountsof A, D, and E, specifically to respond to the multivitamin needs of patients on Warfarin.

HDS’ Competitive Position in the Industry

Sourcing and Distribution Services

HDS has a range of competitors including specialized subsidiaries of the traditional distributors and other independentspecialty distributors. Most of its competition comes in the form of other independents such as Novis, Atlantic, and Jace. Thesecompanies compete on the basis of the states in which they are licensed or certified to conduct business, their access to specialty




products, their customer care and service, the product distribution agreements they have secured, and the cost of specialtyproducts. There are many barriers to enter the independent specialist segment, including obtaining federal and state licenses and variouaccreditations, establishing credibility with customers, building a network of manufacturers and vendors, having the high level ofoperational and logistic expertise, as well as the specialized information technology required. HDS has built its reputation on deepindustry relationships and a commitment to patient safety and product integrity.

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The primary sales process is outbound telemarketing, and is aimed at generating repeat business from customerswhile becoming their go-to resource for hard-to-find biopharmaceuticals. The sales model is based on low costs and highproductivity and has successfully driven new account acquisition and repeat business. Since June 2011, HDS has distributedproducts to a rapidly growing customer base of more than 150 unique customers.

Sales reps typically make an average of 100 calls per day to assess the needs of current and prospective customers. Each salerep is accountable for building and maintaining individual relationships with customers. Product knowledge and high-touch customeservice is required to gain customer trust and maintain customer satisfaction. Due to HDS’ systematic approach to order fulfillmentmanagement estimates a 99% on-time delivery success rate.

Currently, HDS is several steps removed from the manufacturers in the value chain, resulting in higher costs and the inabilityto carry certain products. To limit this effect, we have begun establishing direct sourcing relationships with manufacturers. Theserelationships will enable the company to significantly reduce its sourcing costs and have access to a wider line of products. Further, we believe that developing direct sourcing will provide reduced sourcing costs and improved margins for the Company’s main produ clines, and an increase in the size of the product portfolio. We may be able to direct source our products by partnering with specialtypharmacies and purchasing product directly from them. We believe that by adding specialty pharmacy capabilities to the business modelHDS will be able to move further up the value chain, providing it with a superior cost position and stronger access to new product lines

Clotamin

Since 2008, Clotamin has acquired retail customers through its website, www.clotamin.com, and is offered for sale inpharmacies nationwide. In terms of distribution, Clotamin is available from all the major regional wholesalers, including: Dik DrugCo., H.D. Smith, , Miami-Luken, N.C. Mutual Wholesale Drug Co, Prescription Supply, Inc, Rochester Drug Cooperative, Smith DrugCompany, Valley Wholesale Drug Company, and Value Drug Company. HDS plans on leveraging its sales staff to grow the brand inhospitals and pharmacies.

HDS engaged pharmaceutical distribution consultant, Rx Distribution, to help gain access to the large chain stores and majorwholesalers. In addition, Clotamin has signed an exclusive deal with The National Community Pharmacists Association(NCPA). NCPA has endorsed the product and is actively promoting it to their members. Founded in 1898 as the National Associationof Retail Druggists (NARD), NCPA represents the pharmacist owners, managers, and employees of more than 23,000 independentcommunity pharmacies across the United States. The nation's independent pharmacies, independent pharmacy franchises, andindependent chains dispense nearly half of the nation's retail prescription medicines.

A portion of all proceeds are given to The National Blood Clot Alliance (NBCA), formerly known as the National Alliance forThrombosis and Thrombophilia (NATT). NBCA is a patient-led, voluntary health advocacy organization, and its volunteers includemany of the nation's foremost experts on blood clots and blood clotting disorders. NBCA’s Medical and Scientific Advisory Boardincludes nationally recognized experts on thrombosis and thrombophilia.

HDS plans on doing hyper-targeted Clotamin marketing to Warfarin patients to drive sales to chain stores. This will be donevia direct-to-consumer marketing using direct mail, radio, and television campaigns, and via aggressive marketing to major practitionersthrough trade shows and conferences. HDS also plans to market and distribute the brand internationally.

Government Approvals and Regulations

Sourcing and Distribution Services

HDS is currently licensed to distribute pharmaceuticals in 27 states, with registrations pending in other states. Currentlylicensed states are: Alabama, Alaska, Arkansas, Colorado, Delaware, Georgia, Illinois, Iowa, Kansas, Kentucky, Louisiana, MarylandMassachusetts, Minnesota, Missouri, New Jersey, New Mexico, North Carolina, Pennsylvania, Rhode Island, South Dakota, TennesseeTexas, Utah, Vermont, Virginia, and Washington DC.

Clotamin

FDA:

As Clotamin is an Over the Counter Dietary Supplement, the FDA does not need to provide regulatory approval before it can be sold and marketed. Unlike drug products, there are no provisions in the law for the FDA to “approve” dietary supplements f or safetyor effectiveness before they reach the consumer. Once a dietary supplement is marketed, FDA has to prove that the product is not safe inorder to restrict its use or remove it from the market.




6




The U.S. Food and Drug Administration (FDA) is also responsible for safety and labeling of dietary supplements.According to FDA guidelines, ingredients that were sold in the US prior to October 15, 1994 are not required to be reviewed forsafety by the FDA before being marketed. All the ingredients in Clotamin were sold prior to this date, and therefore do norequire FDA review.

According to FDA guidelines, any health claims or nutrient content claims for products require FDAapproval. Structure-function claims do not require FDA approval, but must be accompanied by the following disclaimer on the label“This statement has not been evaluated by the FDA. This product is not intended to diagnose, treat, cure or prevent disease.” All of theclaims made for Clotamin are structure-function claims and therefore do not require FDA approval, and the Clotamin label has thefollowing disclaimer: “These statements have not been evaluated by the Food and Drug Administration. This product is not intended to

diagnose, treat, cure or prevent any disease.”

FTC:

The Federal Trade Commission (FTC) requires Dietary Supplement claims of safety and efficacy to be supported by“competent and reliable scientific evidence.” Clotamin does not make any safety or efficacy claims.

Insurance

Due to the nature of the business conducted by the Company in the past, we do not currently maintain any insurance. Howeverwe intend to acquire and maintain insurance appropriate to our new activities in the future on such terms that management shall deem tobe commercially reasonable.

HDS, our wholly-owned subsidiary, currently maintains a package insurance policy with CNA which includes general liabilityinsurance with a $2,000,000 aggregate and $1,000,000 occurrence limit; property insurance; and, a $1,000,000 hired and non-ownedauto liability limit. Additionally, HDS has a Workers Compensation policy; however, such policies may be insufficient to cover alclaims and/or losses.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

Pursuant to the Share Exchange Agreement, we acquired the following Intellectual Property rights.

Trademark:

MARK REG./APP. NO REG./ APP.DATE

JURISDICTION

Clotamin 3467127 July 15, 2008 United States

Employees

The Company currently has no employees, other than our sole officer and director, Mr. Barch. Our wholly-owned subsidiaryHDS, currently has 9 employees, including Mr. Barch. However, we intend to seek out and identify qualified persons to assist theCompany in implementing its new business plan and operations.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copyour reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can alsoaccess these reports and other filings electronically on the SEC’s web site, www.sec.gov .

7




ITEM 1A.RISK FACTORS

RISKS RELATED TO OUR COMPANY

Because Mr. Mackie Barch currently owns 47.56% of our outstanding Common Stock, and 100% of our outstanding Preferred

Stock, investors may find that corporate decisions influenced by Mr. Barch are inconsistent with the best interests of other

stockholders.

Mr. Barch, our sole officer and director, currently owns 47.56% of our outstanding Common Stock, and 100% of our

outstanding Preferred Stock. Due to the 100:1 voting rights of the Class A Preferred Stock, Mr. Barch holds 69.40% of the voting rightsof all issued and outstanding stock of the Company. Accordingly, Mr. Barch will have a significant influence in determining the outcomeof all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, andalso the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or saleof substantially all of our assets, the interests of Mr. Barch may still differ from the interests of the other stockholders.

Key management personnel may leave the Company, which could adversely affect the ability of the Company to continue operations.

The Company is entirely dependent on the efforts of Mr. Barch, our CEO and President, because of the time and effort that hedevotes to the Company. He is in charge of overseeing all development strategies, supervising any/all future personnel, including anyconsultants or contractors that we engage to assist in developing our new business plan and the establishment of our future sales andmarketing team. The loss of him, or other key personnel in the future, could have a material adverse effect on our business, financialcondition and results of operations. The Company does not maintain “key person” life insurance on its officers, directors or keyemployees. Our success will depend on the performance of Mr. Barch and our ability to attract and motivate other key personnel.

Presently, the Company’s president has other outside business activities and as such he is no t devoting all of her time to the

Company, which may result in periodic interruptions or business failure.

Our sole officer and director, Mr. Barch, has other outside business activities as he is currently the sole officer and director oGeorgetown Corporation. However, he is committed to devote approximately 50 hours per week to our operations. Our operations maybe sporadic and occur at times when Mr. Barch is unavailable, which may lead to the periodic interruption in the implementation of ournew business plan. Such delays could have a significant negative effect on the success of the business.

We may suffer losses from product liability claims.

We may be susceptible to product liability lawsuits from events arising out of the use of Clotamin or the distribution of anyother product or products. If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to

limit commercialization of our product. If we are unable to protect against potential product liability claims, we may be unable tomarket Clotamin. A successful product liability claim brought against us may cause us to incur substantial liabilities and, as a result, oubusiness may fail.

Our commercial success relating to the sale of Coltamin will depend on our ability to develop and commercialize Clotamin, or any

other products developed or acquired by us, without infringing the intellectual property rights of third parties.

Our commercial success will depend, in part, on our not infringing the patents or proprietary rights of third parties. Thirdparties that believe we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin clinicaltesting, distribution and marketing of the affected product or products. If we become involved in any litigation, it could consume asubstantial portion of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could berequired, in addition to any potential liability for damages, to obtain a license to continue to distribute or market the affected productHowever, any such license may not be available on acceptable terms or at all. Ultimately, we could be prevented from commercializing

a product, or forced to cease some aspect of our business operations, as a result of patent infringement claims, which would harm ourbusiness. We may enter into licensing agreements with third party intellectual property owners for use of their property in connectionwith our potential products in order to ensure that such third party’s rights are not infringed.

8




Although we are not aware that any of our intended potential products would materially infringe the rights of othersa claim of infringement may be asserted against us and any such assertion may result in costly litigation or may require us toobtain a license in order to distribute, use, or sell our products. Third parties may assert infringement claims against us in thefuture with respect to current or future products. Any such claims or litigation, with or without merit, could be costly and adiversion of management’s attention, which could have a material adverse effect on our business, operating results andfinancial condition. Adverse determinations in such claims or litigation could harm our business, operating results and financiacondition.

If competitors develop and market products that offer advantages as compared to our product, our commercial opportunities will be

limited.

Other companies may have products in development that will compete directly with Clotamin. If these competitors are able todevelop products that are more effective, have fewer side effects, are less expensive or offer other advantages as compared to ourproduct, our commercial opportunities will be limited. Furthermore, if our competitors commercialize competing products before we dothen our ability to penetrate the market and sell our products may be impaired. Our competitors also include fully integratedpharmaceutical companies and biotechnology companies, universities and public and private research institutions. Many of theorganizations competing with us have substantially greater capital resources, larger research and development staffs and facilities,greater experience in drug development and in obtaining regulatory approvals, and greater manufacturing and marketing capabilitiesthan we do.

We may engage in new partnerships and other strategic transactions that could impact our liquidity, increase our expenses and

present significant distractions to our management.

From time to time we consider strategic transactions, such as out-licensing or in-licensing of compounds or technologiesacquisitions of companies and asset purchases. Additional potential transactions we may consider include a variety of different businessarrangements, including strategic partnerships, joint ventures, spin-offs, restructurings, divestitures, business combinations andinvestments. Any such transaction may require us to incur non-recurring or other charges, may increase our near- and long-termexpenditures and may pose significant integration challenges, require additional expertise or disrupt our management or business, whichcould harm our operations and financial results.

As part of an effort to enter into significant transactions, we conduct business, legal and financial due diligence with the goal ofidentifying and evaluating material risks involved in the transaction. Despite our efforts, we ultimately may be unsuccessful inascertaining or evaluating all such risks and, as a result, might not realize the intended advantages of the transaction. If we fail to realizethe expected benefits from any transaction we may consummate, whether as a result of unidentified risks, integration difficulties,regulatory setbacks or other events, our business, results of operations and financial condition could be adversely affected.

Collaborative relationships may lead to disputes and delays in drug development and commercialization.

We may in the future have conflicts with our prospective collaborators, such as conflicts concerning the interpretation ofpreclinical or clinical data, the achievement of milestones, or the ownership of intellectual property. If any conflicts arise withprospective collaborators, such collaborators may act in a manner that is adverse to our interests. Any such disagreement could result inone or more of the following, each of which could delay, or lead to termination of, development or commercialization of our partnereddrug candidates, and in turn prevent us from generating revenues:

unwillingness on the part of a collaborator to pay us research funding, milestone payments or royalties that webelieve are due to us under a collaboration;

uncertainty regarding ownership of intellectual property rights arising from our collaborative activities, which couldprevent us from entering into additional collaborations;

unwillingness on the part of a collaborator to keep us informed regarding the progress of its development andcommercialization activities or to permit public disclosure of the results of those activities;

slowing or cessation of a collaborator’s development or commercialization efforts with respect to our drugcandidates; or

litigation or arbitration.




Disruptions in our supply chain or among other companies providing services to us could adversely affect our ability to fill purchase orders, which would have a negative impact on our financial performance.

The failure of a single source in the supply chain would cause only minor delays in our ability to fill purchase orders. In theevent of a supply gap, we would either procure product in the market, if available at a reasonable cost, or work with other sources toformulate the drug in question. Such fixes to the supply gap would cause delay of shipment and increase costs, both of which wouldhave negative impact on our profitability and our results of operations.

9




Competition from horizontal and vertical markets involved in pharmaceutical distribution business may erode our profit.

Our distribution arm faces competition, both in price and service, from national, regional, and local full-line, short-line, andspecialty wholesalers, service merchandisers, self-warehousing chains, manufacturers engaged in direct distribution, and large payororganizations. In addition, competition exists from various other service providers and from pharmaceutical and other healthcaremanufacturers (as well as other potential customers) which may from time to time decide to develop, for their own internal needs, supplymanagement capabilities that would otherwise be provided by us. Price, quality of service and in some cases, convenience to thecustomer, are generally the principal competitive elements in this segment.

We could suffer reputational and financial damage in the event of product recalls.

Changes in the U.S. healthcare environment could have a material adverse impact on our results of operations. In recenyears, the U.S. healthcare industry has changed significantly in an effort to reduce costs. These changes include increased use ofmanaged care, cuts in Medicare and Medicaid reimbursement levels, consolidation of pharmaceutical and medical-surgical supplydistributors, and the development of large, sophisticated purchasing groups. Some of these changes, such as adverse changes ingovernment funding of healthcare services, legislation or regulations governing the delivery or pricing of pharmaceuticals andhealthcare services or mandated benefits, may cause healthcare industry participants to reduce the amount of our products and servicesthey purchase or the price they are willing to pay for our products and services. Changes in the healthcare industry’s or our pharmaceutical suppliers’ pricing, selling, inventory, distribution or supply policies or practices could al so significantly reduce ourrevenues and net income. Healthcare and public policy trends indicate that the number of generic drugs will increase over the next fewyears as a result of the expiration of certain drug patents. While this is expected to be a positive development for us, changes in pricing ofcertain generic drugs could have a material adverse impact on our revenues and our results of operations.

Regulation of our distribution business could impose increased costs, delay the introduction of new products, which could negatively

impact our business.

The healthcare industry is highly regulated. As a result, we and our suppliers and distributor are subject to various local, stateand federal laws and regulations, which include the operating and security standards of the Drug Enforcement Administration (DEA),the FDA, various state boards of pharmacy, state health departments, the HHS, CMS, and other comparable agencies. The process andcosts of maintaining compliance with such operating and security standards could impose increased costs, delay the introduction of newproducts and negatively impact our business. For example, there have been increasing efforts by various levels of government agenciesincluding state boards of pharmacy and comparable government agencies, to regulate the pharmaceutical distribution system in order toprevent the introduction of counterfeit, adulterated and/or mislabeled drugs into the pharmaceutical distribution system. Certain stateshave adopted or are considering laws and regulations that are intended to protect the integrity of the pharmaceutical distribution systemwhile other government agencies are currently evaluating their recommendations. In addition, the U.S. Food and Drug Administration(“FDA”) Amendments Act of 2007, which went into effect on October 1, 2007, requires the FDA to establish standards and identify andvalidate effective technologies for the purpose of securing the pharmaceutical supply chain against counterfeit drugs. These standards

may include any track-and-trace or authentication technologies, such as radio frequency identification devices and other similartechnologies. These pedigree tracking laws and regulations could increase the overall regulatory burden and costs associated with ourpharmaceutical distribution business, and would have a material adverse impact on our operating expenses and our results of operations

RISKS RELATING TO THE COMMON STOCK

The Company’s stock price may be volatile.

The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in responseto various factors, many of which are beyond the Company’s control, including the following:

services by the Company or its competitors;

additions or departures of key personnel;

the Company’s ability to execute its business plan;

operating results that fall below expectations;

loss of any strategic relationship;




industry developments;

economic and other external factors; and

period-to-period fluctuations in the Company’s financial results.

10




In addition, the securities markets have from time to time experienced significant price and volume fluctuations thaare unrelated to the operating performance of particular companies. These market fluctuations may also materially andadversely affect the market price of the Company’s common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s pennystock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitablefor that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to theirnon-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax

status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities wilnot be suitable for at least some customers. FINRA’s requirements make it more difficult for broker/dealers to recommend that theircustomers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stockFurther, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing tomake a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

In addition to the costs of compliance with having our shares listed on the OTCBB, there are substantial penalties that could beimposed upon us if we fail to comply with all of regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of2002 we will be required, beginning with our fiscal year ending June 30, 2011, to include in our annual report our assessment of theeffectiveness of our internal control over financial reporting as of the end of fiscal 2011. Furthermore, our independent registered publicaccounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting ifairly stated in all material respects and separately report on whether it believes we have maintained, in all material respects, effectiveinternal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a res ult operforming the system and process evaluation, testing and remediation required in order to comply with the management certificationand auditor attestation requirements.

The Company’s common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their

shares .

The Company’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the ExchangeAct. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other nationalsecurities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if thecompany has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to

persons other than “established customers” complete certain documentation, make suitability inquiries of investors and providinvestors with certain information concerning trading in the security, including a risk disclosure document and quote information undercertain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, asa result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securi ties. If theCompany’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

ITEM 2.FINANCIAL INFORMATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following summarizes the factors affecting the operating results and financial condition of Sunpeaks Ventures, Inc. Thi

discussion should be read together with the financial statements of Sunpeaks Ventures, Inc. and the notes to financial statementincorporated by reference into this current report. In addition to historical financial information, the following discussion and analysi

contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected event

may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discusse

under “Risk Factors” and elsewhere in this report. We encourage you to review our “Cautionary Note Regarding Forward -Looking

Statements and Industry Data” at the front of this current report, and our “Risk Factors” set forth above.

11




RESULTS OF OPERATIONS

Working Capital

December 31, June 30,

2011$

2011$

Current Assets 9,916 37,268Current Liabilities 214,343 195,713Working Capital

(Deficit) (204,427) (158,445)

Cash Flows

December 31,2011

$

December 31,2010

$

Cash Flows from (used in) Operating Activities (27,352) (18,120)

Cash Flows from (used in) Financing Activities - 12,525

Net Increase (decrease) in Cash During Period (27,352) (5,595)

Operating Revenues

We have not generated any material revenues since inception.

Operating Expenses and Net Loss

Operating expenses for the three months ended December 31, 2011 were $20,206 compared with $17,381 for the three monthsended December 31, 2010. The increase of $2,825 was due to $2,990 increase in general and administrative expenses related toadditional filing fees for XBRL filing.

Operating expenses for the six months ended December 31, 2011 were $40,437 compared with $35,802 for the six monthsended December 31, 2010. The increase of $4,635 was attributed to $3,150 increase in general and administrative expenses foradditional fees incurred relating to XBRL filing, and $1,485 increase in professional fees for additional time and costs incurred for legafees relating to equity issuances and filing of amendments to the Company’s authorized capital and stock split.

For the six months ended December 31, 2011, the Company incurred a net loss of $45,982 compared with a net loss of $37,818for the six months ended December 31, 2010. In addition to operating expenses, the Company incurred interest expense of $5,545compared with $2,016 for the six months ended December 31, 2010. The increase in interest expense due to a full period of interesexpense as the prior year only incorporated a partial year of interest expense.

At December 31, 2011 and 2010, the Company had a net loss per share of $nil.

Liquidity and Capital Resources

As at December 31, 2011, the Company’s cash balance and total assets were $9,916 compared to $37,268 as at June 30, 2011The decrease in total assets is attributed to the fact that the Company incurred operating expenses that exceeded the amount of new deb

financing received during the year.

As at December 31, 2011, the Company had total liabilities of $214,343 compared with total liabilities of $195,713 as at June30, 2011. The increase in total liabilities of $18,630 is attributed to increases in accounts payable and accrued liabilities of $8,630 due tooutstanding professional fees, and $10,000 of amounts owing to related parties that were received during the period.

As at December 31, 2011, the Company has a working capital deficit of $204,427 compared with $158,445 at June 30, 2011 andthe increase in the working capital deficit is attributed to the use of existing cash to settle obligations.




12




Cashflow from Operating Activities

During the six months ended December 31, 2011, the Company used $27,352 of cash for operating activities compared to theuse of $18,120 of cash for operating activities during the six months ended December 31, 2010. The increase in cash used for operatingactivities is due to the fact that the Company did not raise any new financing during the year and repaid outstanding obligations usingexisting cash balances from the beginning of the year.

Cashflow from Financing Activities

During the six months ended December 31, 2011, the Company received proceeds of $nil from financing activities compared to

$12,525 during the six months ended December 31, 2010. The decrease in proceeds from financing activities was due to the fact that theCompany received $10,000 in proceeds from a related party and $3,525 from issuance of a note payable, and repaid $1,000 ofoutstanding notes payable in the prior period compared to the current period

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitionsand activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubtthat we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuanceof additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of theequity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect onour financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures orcapital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally acceptedaccounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally acceptedaccounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A completesummary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historicaexperience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under thefacts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have anymaterial impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other newaccounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.PROPERTIES

Our offices are currently located at 9337 Fraser Ave, Silver Spring, MD 20910 and the telephone number is (204) 898-8160We currently share office space with our wholly-owned subsidiary, HDS. On March 9, 2011, HDS entered into a lease agreementwhereby HDS agreed to pay $1,775 per month for a one-year term. The office space is approximately 2000 square feet ofindustrial/office space. The space is utilized for general office purposes and it is our belief that the space we currently occupy is adequatefor our immediate needs. Additional space may be required as we expand our operations. We do not foresee any significant difficulties inobtaining any required additional space. We currently do not own any real property.




13




ITEM 4.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our stock owned beneficially as ofFebruary 16, 2012, by: (i) our directors; (ii) our named executive officers; and (iii) each person or group known by us to beneficially ownmore than 5% of our outstanding shares of stock. Unless otherwise indicated, the shareholders listed below possess sole voting andinvestment power with respect to the shares they own.

Name and Address of Beneficial Owner Title of Class

Amountand Nature

of BeneficialOwnership(1)

(#)

Percent of Classes (2)

(%)

Mackie Barch (3)

9337 Fraser AveSilver Spring, MD 20910

Common 200,000,000 47.56%

Class APreferred 3,000,000 100%

Total Voting Rights of All Classes 500,000,000(4) 69.40%(3)

All Officers and Directors as a Group (1Person)

Common 200,000,000 47.56%

Class APreferred (4) 3,000,000 100%

Total Voting Rights of All Classes 500,000,000(4)69.40%(3)

Whetu Inc. (5)

PO Box 832-0816World Trade CentrePanama City, Republic of Panama

Common 50,000,000 11.89%

Class APreferred (4) 0 0%

Total Voting Rights of All Classes 50,000,000 6.93%

Total of All Beneficial Owners Common 250,000,000 59.45%

Class APreferred (4)

3,000,000 100%

Total Voting Rights of All Classes 550,000,000(4)76.34%

(1)The number and percentage of shares beneficially owned is determined under rules of the SEC and the

information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,beneficial ownership includes any shares as to which the individual has sole or shared voting power orinvestment power and also any shares which the individual has the right to acquire within 60 days through theexercise of any stock option or other right. The persons named in the table have sole voting and investmenpower with respect to all shares of stock shown as beneficially owned by them, subject to community propertylaws where applicable and the information contained in the footnotes to this table.

(2)Based on 420,500,750 issued and outstanding shares of common stock; and 3,000,000 issued and outstandingClass A Preferred Shares as of February 16, 2012.

(3)Mackie Barch is the Company’s sole officer and director. His beneficial ownership includes 200,000,000common shares, and 3,000,000 Class A Preferred Shares and he acquired these shares pursuant to the ShareExchange Agreement entered into on February 13, 2012.

(4)Class A Preferred Shares have 100:1 voting rights and 5:1 conversion rights to common stock.

(5)Evelyn Quintero has voting power over the shares held by Whetu, Inc.




14




ITEM 5.DIRECTORS AND EXECUTIVE OFFICERS

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers:

Name Age Position with the Company Director Since

Mackie Barch 37 CEO, CFO, President, Treasurer,Secretary, & Director

February 13, 2012

The board of directors has no nominating, audit or compensation committee at this time.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our shareholders or until his respectivesuccessor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada RevisedStatues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

Background and Business Experience

The business experience during the past five years of the person presently listed above as an Officer or Director of theCompany is as follows:

Mackie A. Barch - Sole Officer and Director

Mackie Barch (“Mr. Barch”) is the co-founder of Global Nutritional Research LLC (GNR), since its inception in July 2007until present. Prior to joining HDS, from late 2006 to 2007, Mr. Barch was involved in numerous financial and operational aspects of theGlobal Pharmaceutical Sourcing (GPS). Prior to working for GPS, Mr. Barch was employed as Assistant Vice President in institutionaequities at Friedman, Billings, & Ramsey (FBR), an investment bank and broker dealer, from 2001 to 2006. During his career, MrBarch has participated in numerous equity offerings including 144a, IPO and Secondary Offerings. Mr. Barch graduated the Universityof Colorado-Boulder with a BA in Economics. Mr. Barch is currently an elected official in the State of Maryland, serving as a CityCouncil Member in Kensington, MD, and has been since his election in 2009. The Company determined that Mr. Barch’s backgroundwith HDS and in the pharmaceutical and finance industries made him the ideal candidate for appointment to the board of directors and asan officer of the Company.

Mr. Barch is also the sole officer and director of Georgetown Corporation (fka Yukonic Minerals Corp.), a public companycurrently quoted on the OTC Market under the symbol YKMN.OB. Mr. Barch took over control of Georgetown Corporation onNovember 30, 2011.

Identification of Significant Employees

The Company currently has no employees, other than our sole officer and director, Mr. Barch. Our wholly-owned subsidiaryHDS, currently has 9 employees, including Mr. Barch. However, we intend to seek out and identify qualified persons to assist theCompany in implementing its new business plan and operations.

Family Relationship

We currently do not have any officers or directors of our Company who are related to each other.

Directors

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directorselects officers and their terms of office are at the discretion of the Board of Directors. Each of our directors serves until his or hersuccessor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his orher successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board odirectors are not compensated for their services to the board.




15




Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons whobeneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities andExchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Companywith copies of all Section 16(a) forms they file.

Audit Committee

The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated

independent directors. The audit committee’s duties would be to recommend to the Company’s board of directors the engagement of anindependent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting andauditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of auditexaminations performed by the internal auditors and independent registered public accounting firm, including their recommendations toimprove the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directorswho are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise ofindependent judgment as a committee member and who possess an understanding of financial statements and generally acceptedaccounting principles.

Compensation Committee

The Company intends to establish a compensation committee of the Board of Directors. The compensation committee wouldreview and approve the Company’s salary and benefits policies, including compensation of executive officers.

Security Holders Recommendations to Board of Directors

We do not currently have a process for security holders to send communications to the Board of Directors. However, we welcomecomments and questions from our shareholders. Shareholders can direct communications to our Chief Executive Officer, Mr. Barch, aour executive offices.

While we appreciate all comments from shareholders, we may not be able to individually respond to all communications. Weattempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholdershave access to information about us at the same time. Mr. Barch collects and evaluates all shareholder communications. If thecommunication is directed to the Board of Directors generally or to a specific director, Mr. Barch will disseminate the communicationsto the appropriate party at the next scheduled Board of Directors meeting. If the communication requires a more urgent response, MrBarch will direct that communication to the appropriate executive officer. All communications addressed to our directors and executiveofficers will be reviewed by those parties unless the communication is clearly frivolous.

ITEM 6.EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

At the present time, members of the board of directors are not compensated for their services to the board.

16




Summary Compensation Table

The following table sets forth the compensation paid to our executive officers during the years ended June 30, 2011 and 2010:

Summary Compensation Table

Name and

PrincipalPosition Title

Year

Salary($)

Bonus($)

Stock

Awards($)

Option

Awards($)

Non-EquityIncentive

PlanCompensatio

n($)

NonqualifiedDeferred

Compensatio

n Earnings($)

All othercompensatio

n($)

Total($)

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

ScottBeaudette(1)

FormerChairman,CEO andPresident

201020,00

0-0- -0- -0- -0- -0- -0- 20,00

0

201120,00

0-0- -0- -0- -0- -0- -0- 20,00

0

Mackie

Barch(2)

CurrentChairman,CEO and

President

2011 -0- -0- -0- -0- -0- -0- -0- -0-

Notes to Summary Compensation Table:

(1)Pursuant to Mr. Beaudette’s Management Agreement, he was to receive compensation of $5,000 per financial quarter. OnFebruary 13, 2012 Mr. Beaudette resigned as officer and director of the Company.

(2)On February 13, 2012, Mr. Mackie Barch was appointed as the Company’s President, Chief Executive Officer, Chief FinanciaOfficer, Treasurer, Secretary and Director. As compensation for such services, Mr. Barch shall receive a monthly fee of $1,000per calendar month. Such fee shall be payable on the first day of each calendar month.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event ofretirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any

of its subsidiaries, if any.

ITEM 7.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The Company’s wholly-owned subsidiary, HDS, has an arrangement with a specialty pharmacy, owned by the Company’s soleofficer and director, Mr. Barch. Pursuant to the arrangement the specialty pharmacy will purchase directly from manufacturers and thenresell the pharmaceutical products to HDS.

None of the following persons has any direct or indirect material interest in any transaction to which we were or are a party sincethe beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:

(A)

any of our directors or executive officers;(B)

any nominee for election as one of our directors;(C)

any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% ofthe voting rights attached to our common stock; or

(D)any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any ofthe foregoing persons named in paragraph (A), (B) or (C) above




We anticipate reviewing all related party transactions as they are presented to us, and we would not anticipate that such reviewprocedures would be in writing until such time as our Board of Directors felt it was necessary.

17




Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). TheOTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definitionof “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having arelationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment incarrying out the responsibilities of a director.

According to the NASDAQ definition, we do not have any independent directors because Mackie Barch is our only director andhe is also an executive officer of the Company.

ITEM 8.LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in anymaterial proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered orbeneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 9.MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED

STOCKHOLDER MATTERS

Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC BulletinBoard since October 26, 2011 under the symbol “SNPK.OB.” Because we are quoted on the OTC Bulletin Board, our securities may beless liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained ifthey were listed on a national securities exchange.

As of February 16, 2012, the Company has not begun trading on the OTCBB.

Reports to Security Holders

We are a reporting company pursuant to the Securities and Exchange Act of 1934. As such, we provide an annual report to oursecurity holders, which will include audited financial statements, and quarterly reports, which will contain unaudited financialstatements.

Record Holders

As of February 16, 2012, an aggregate of 420,500,750 shares of our common stock were issued and outstanding and wereowned by approximately 8 holders of record, based on information provided by our transfer agent.

Re-Purchase of Equity Securities

None.

Dividends

On December 7, 2011, the Company effectuated a forward split (the “Forward Split”) of its issued and outstanding commonshares whereby every one (1) old share of common stock was exchanged for forty-five (45) new shares of the Company's commonstock. As a result, the issued and outstanding shares of common stock of the Company increased from eight million two hundred thirtythree thousand three hundred and fifty (8,233,350) shares prior to the Forward Split to three hundred seventy million five hundred

thousand seven hundred and fifty (370,500,750) shares following the Forward Split. The Forward Split was payable as a dividend toshareholders of record upon surrender.

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, wilbe retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Anyfuture dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earningsoperating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be noassurance that any dividends on our common stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans




The Company has not authorized any securities for issuance under an Equity Compensation Plan.

18




Trading Information

The Company’s common stock is currently approved for quotation under the symbol “SNPK.OB” but there is currently noliquid trading market for the Company’s common stock. The information for our transfer agent is as follows:

Action Stock Transfer Company2469 E. Fort Union Blvd, Ste 214

Salt Lake City, UT 84121Tel: (801) 274-1088

Section 15(g) of the Securities Exchange Act of 1934

Our company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additionasales practice requirements on broker/dealers who sell such securities to persons other than established customers and accreditedinvestors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annualincome exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must makea special suitability determination f or the purchase and have received the purchaser’s written agreement to the transaction prior to thesale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell yourshares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rulesrequire a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offeringsand secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer”quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/deale rs duties to its customersincluding the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the North American AdministratorAssociation, for information on the disciplinary history of broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

Securities authorized for issuance under equity compensation plans

None.

ITEM 10.RECENT SALES OF UNREGISTERED SECURITIES

Other than those previously reported, none.

ITEM 11.DESCRIPTION OF THE REGISTRANT’S SECURITIES

Common Stock

Our authorized capital stock consists of 550,000,000 Shares of Common Stock, $0.001 par value per Share. There are noprovisions in our charter or by-laws that would delay, defer or prevent a change in our control. However, there exists such provisions inour charter that may make a change of control more difficult.

The holders of our Common Stock have equal ratable rights to dividends from funds legally available if and when declared byour board of directors and are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon

liquidation, dissolution or winding up of our affairs. Our Common Stock does not provide the right to preemptive, subscription orconversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stock holders are entitled to onenon-cumulative vote per share on all matters on which shareholders may vote. Holders of shares of our Common Stock do not havecumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directorscan 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 elecany of our directors.

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more completedescription of the rights and liabilities of holders of our securities




19




Preferred Stock

The Company’s Articles of Incorporation authorize the issuance of 50,000,000 shares of Preferred Stock with designationsrights and preferences determined from time to time by our Board of Directors. The following is a summary of the material rights andrestrictions associated with our Preferred Stock. This description does not purport to be a complete description of all of the rights of ourstockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylawswhich are included as exhibits to this Registration Statement.

Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions grantedto or imposed upon any wholly unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or

resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not belowthe number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue ofshares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, votingrights, and liquidation preferences of the shares of any such series.

Class A Preferred Stock

On November 3, 2011 the Company designated twenty five million (25,000,000) shares of its Preferred Stock as Class APreferred Stock. For a further description of the rights, preferences, privileges and restrictions imposed on the C lass A Preferred Stock please refer to the Company’s Amended and Restated Articles of Incorporation, which are incorporated into this Report by thisreference.

Warrants & Options

There are no outstanding warrants or options to purchase our securities.

ITEM 12.INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada Revised Statutes provides, in part, that a corporation shall have the power to indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (otherthan an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agenof another corporation or other enterprise, against ex penses (including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and ina manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminaaction or proceeding, had no reasonable cause to believe his conduct was unlawful.

Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurredin defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person actedin good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and providedfurther that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to thecorporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders odisinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Where anofficer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him or heragainst the expenses which such offer or director actually or reasonably incurred.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers andcontrolling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in theopinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and istherefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of

expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit orproceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Companywill, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdictionthe question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the finaladjudication of such issue.

Directors' and Officers' Liability Insurance

We currently do not have directors' and officers' liability insurance insuring our directors and officers against liability for acts oromissions in their capacities as directors or officers, subject to certain exclusions.




20




ITEM 13.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information provided below in Item 9.01 of this Report on Form 8 -K is incorporated by reference into this Item 13.

ITEM 14.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements on accounting and financial disclosures from the inception of our company through the dateof this Report.

ITEM 15.FINANCIAL STATEMENTS AND EXHIBITS

The information provided below in Item 9.01 of this Report on Form 8-K is incorporated by reference into this Item 15.

Item 2.01(f) of Form 8-K states that if the registrant was a shell company like we were immediately before the transactio

disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a genera

form for registration of securities on Form 10. The foregoing Items enumerated 1 through 14 are intended to satisfy and relate suc

information required by Item 2.01(f) for Form 8-K. The following enumerated Items relate to this current report on Form 8-K.

END OF FORM 10 DISCLOSURE________________________________________________________________________________________________

21




________________________________________________________________________________________________

ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION

The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned ManagementAgreement is incorporated by reference into this Item 2.03.

ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Share ExchangeAgreement and the Whetu Settlement Agreement is incorporated by reference into this Item 3.02.

Exemption From Registration. The shares of stock referenced herein were issued in reliance upon the exemption from securitiesregistration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or RegulationD, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of thepersons to whom the shares of stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an“accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, educationand experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) therewas no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certaindisclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Ac t, andagreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under theSecurities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restrictedand could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registrationunder the Securities Act.

ITEM 5.01CHANGES IN CONTROL OF REGISTRANT

The information provided in Items 1.01, related to the aforementioned Share Exchange Agreement, and 3.02 of this Report areincorporated by reference into this Item 5.01. Pursuant to the Share Exchange Agreement, we issued: (i) two hundred million(200,000,000) newly-issued restricted shares of the Company’s common stock and (ii) three million (3,000,000) newly-issued restrictedshares of the Company’s Class A Preferred Stock, resulting in Mr. Barch holding 47.56% of the Company’s common stock, and 100% othe Company’s Preferred Stock. Due to the 100:1 voting rights of the Class A Preferred Stock, Mr. Barch holds 69.40% of the votingrights of all issued and outstanding stock of the Company.

The Share Exchange Agreement is being accounted for as a "reverse acquisition," as the HDS Managing Member owns amajority of the outstanding shares of the Company's capital stock immediately following the closing of the Share ExchangeAgreement. The Board of Directors and management, after the Share Exchange Agreement, are comprised of HDS’s managementteam. Furthermore, the operations of HDS are the continuing operations of the Company, therefore, HDS is deemed to be the acquirer inthe reverse acquisition.

ITEM 5.02DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OFPRINCIPAL OFFICERS

In connection with the closing of the Share Exchange Agreement, Mr. Beaudette has resigned from all positions with Companyincluding but not limited to President, CEO, CFO, Treasurer, Secretary and Director and concurrently therewith Mr. Barch has beenappointed the President, CEO, CFO, Secretary, Treasurer and a Director of the Company. The biography for Mr. Barch is set forth

herein.

ITEM 5.06CHANGE IN SHELL COMPANY STATUS

As a result of closing the Share Exchange Agreement, management has determined that the Company is no longer a shelcorporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. Therefore, the Company isfiling this report to disclose such information as would be required if the Company were filing a general form for registration ofsecurities on Form 10.




ITEM 8.01OTHER ITEMS

The new address for the Company is 9337 Fraser Ave, Silver Spring, MD 20910 and the new phone number is (204) 898-8160

22




ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of HDS as of December 31, 2010, and for the period from September 19, 2008(date of inception) to December 31, 2010 are filed hereto as Exhibit 99.01 and are incorporated herein by this reference.

The unaudited consolidated financial statements of the HDS for the nine months ended September 30, 2011 are filed as Exhibi99.02 hereto and are incorporated herein by this reference.

(c) Shell Company Transactions.

The audited financial statements of the Company for the years ended June 30, 2011, and 2010 were filed with the SEC onOctober 12, 2011 as part of our Annual Report on Form 10-K and are incorporated herein by this reference.

The unaudited financial statements of the Company for the period ended December 31, 2011 were filed with the SEC onFebruary 13, 2012 as part of our Quarterly Report on Form 10-Q and are incorporated herein by this reference.

(d) Exhibits.

ExhibitNumber Description of Exhibit Filing3.01 Articles of Incorporation Filed with the SEC on September 18, 2009 as part of our

Registration Statement on Form S-1.3.01(a) Amended and Restated Articles of Incorporation Filed with the SEC on November 4, 2011 as part of our

Current Report on form 8-K.3.02 Bylaws Filed with the SEC on September 18, 2009 as part of our

Registration Statement on Form S-1.10.01 Form of Subscription Agreement Filed with the SEC on September 18, 2009 as part of our

Registration Statement on Form S-1.10.02 Form of Convertible Promissory Note between the

Company and Blue Lagoon Capital dated June 25, 2009Filed with the SEC on September 18, 2009 as part of ourRegistration Statement on Form S-1.

10.03 Management Agreement between the Company and ScottBeaudette dated June 25, 2009

Filed with the SEC on December 30, 2009 as part of ourAmended Registration Statement on Form S-1/A.

10.04 Lease Agreement between the Company and NitroPetroleum, Inc. dated November 21, 2008

Filed with the SEC on May 5, 2010 as part of ourAmended Registration Statement on Form S-1/A.

10.05 Settlement Agreement between the Company and BlueLagoon Capital dated May 5, 2011

Filed with the SEC on May 16, 2011 as part of ourQuarterly Report on Form 10-Q.

10.06 Settlement Agreement between the Company and HabanaInvestments dated May 5, 2011

Filed with the SEC on May 16, 2011 as part of ourQuarterly Report on Form 10-Q.

10.07 Promissory Note between the Company and Whetu, Inc.dated July 13, 2011

Filed herewith.

10.08 Settlement Agreement between the Company and ScottBeaudette dated February 13, 2012

Filed herewith.

10.09 Settlement Agreement between the Company and CarrilloHuettel, LLP dated February 13, 2012.

Filed herewith.

10.10 Share Exchange Agreement between the Company andHDS

Filed herewith.

10.11 Settlement Agreement between the Company and Whetu,

Inc. dated February 13, 2012.

Filed herewith.

10.12 Management Agreement between the Company andMackie Barch

Filed herewith.

10.13 Lease Agreement Filed herewith.21.01 List of Subsidiaries Filed herewith.99.01 Audited Consolidated Financial Statements of HDS as of

December 31, 2010Filed herewith.

99.02 Unaudited Consolidated Financial Statements of HDS as of September 30, 2011

Filed herewith.




99.03 Unaudited Financial Statements of Sunpeaks Ventures, Inc.as of June 30, 2011

Filed with the SEC on October 12, 2011 as part of ourAnnual Report on Form 10-K.

99.04 Unaudited Financial Statements of Sunpeaks Ventures, Inc.as of December 31, 2011

Filed with the SEC on February 13, 2012 as part of ourQuarterly Report on Form 10-Q.

23




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalby the undersigned thereunto duly authorized.

Date:February 17, 2012


By: /s/ Mackie BarchMackie BarchPresident and Chief Executive Officer

24




Exhibit 10.7

UNSECURED PROMISSORY NOTE

PRINCIPAL AMOUNT:$110,000

LOAN DATE:

May 6, 2011

EXECUTION DATE:July 13, 2011

INTEREST RATE:10.00% SIMPLE INTEREST

BORROWER:SUNPEAKS VENTURES, INC.

LENDER:WHETU, INC.

PAYMENT:$110,000 DUE ON DEMAND

1.Principal Repayment. For value received, Sunpeaks Ventures, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Whetu, Inc. (the “Lender”), the principal amount of One Hundred Ten Thousand Dollars ($110,000), withsimple interest accruing at a annual rate of 10.00% thereon. The principal amount is due and payable on demand upon 10 days writtennotice by Lender (the “Due Date”).

2.Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.

3.

Default. Borrower will be in default if any of the following occur:

(a)Borrower fails to make the Principal Repayment when due;

(b)Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time andstrictly in the manner provided in this Note;

(c)Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf in connection with this Noteis false or misleading in any material respect; or,

(d)A receiver is appointed for any part of Borrower's property, Borrower makes an

assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under anyBankruptcy or insolvency laws seeking the liquidation or reorganization of Borrower and such proceeding is not dismissedwithin 60 days after such filing.

4.Borrower’s Right to Prepay. Borrower may pay without penalty, all or a portion of the amount owed earlier that it is due. Anyprepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note




5.Waiver of Demand, Presentment, etc. The Borrower hereby expressly waives demand and presentment for payment, notice ofnonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence intaking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing andto be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amouncalled for hereunder.

6.Payment. Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the UnitedStates of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of theLender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice

to the Borrower at least one (1) business day prior to payment.

7.Assignment. The rights and obligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit ofthe permitted successors, assigns, heirs, administrators and transferees of the parties hereto.




8.Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any termhereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) onlywith the written consent of the Borrower and the Lender

9.Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to havebeen duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission

to the Borrower at the address or facsimile number set forth herein or to the Lender at its address or facsimile number set forth in therecords of the Borrower. Any party hereto may by notice so given change its address for future notice hereunder. Notice shalconclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above andshall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmationof receipt.

10.Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excludedfrom this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable inaccordance with its terms.

11.Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.


By: /s/ Scott Beaudette

Name: Scott Beaudette

Title: CEO

2




Exhibit 10.8

SETTLEMENT AGREEMENT ANDGENERAL MUTUAL RELEASE

This Settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012 by and between, on the one hand, Sunpeaks Ventures, Inc., a Nevada corporation (“Sunpeaks”) and, on the other hand, Scott B eaudette(“Holder”). Sunpeaks and Holder are sometimes referred to herein as “Party” or “Parties”.

RECITALS

A.Whereas, Holder has lent Sunpeaks funds in the aggregate amount of fifty thousand ($50,000), including any and allaccrued and unpaid interest (the “Debt”);

B.Whereas, on February 13, 2012, Sunpeaks paid five thousand dollars ($5,000) to Holder in full satisfaction of the Debt

C.Whereas, as a result of negotiations between Sunpeaks and Holder, the Parties have proposed a resolution that they deem to be fair andequitable, and by this Agreement, Holder and Sunpeaks wish to compromise, resolve, waive and release any and all claims, known orunknown, by and between them as fully set forth herein which exist or may exist today.

D.Whereas, each party, without admitting any liability whatsoever, enters into this Agreement to settle all disputes, claims and actionsbetween the Parties, as well as to settle any and all events or relationships between the Parties.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuableconsideration, the receipt and adequacy of which is acknowledged, the Parties covenant and agree as follows:

A.Recitals.

The foregoing recitals are true and correct and incorporated by reference herein.

B.Consideration.

As full consideration for this Agreement hereunder, and as full and final satisfaction for the Debt, on February 13, 2012 Holderreceived five thousand dollars ($5,000) (the “Payment”) from Sunpeaks, and Holder agreed to settle the Debt in exchange forthe Payment.

C.Mutual Release. Holder, on the one hand, and Sunpeaks, on the other hand, for themselves and their respective predecessorssuccessors, affiliates, officers, directors, principals, partners, employees, executors, beneficiaries, representatives, agentsassigns, attorneys, and all others claiming by or through them hereby release and forever discharge each other and theirrespective predecessors, successors, affiliated entities, subsidiaries, parent companies, affiliates, officers, directors, principalspartners, employees, executors, beneficiaries, representatives, agents, assigns, and attorneys from any and all actions, causesof action, suits, proceedings, debts, contracts, controversies, agreements, promises, damages, claims and demands of any kindnature or description, known or unknown, of any kind whatsoever, whether based upon a tort, contract or other theory ofrecovery, and whether for compensatory damages, punitive damages or other relief in law, equity or otherwise, that any of the

Parties has ever had, now has, or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thingwhatsoever from the beginning of the world to the day of the date of this Agreement, including without limitation all claimsarising out of or relating to the Debt.

D.Entire Agreement; No Oral Modification. This Agreement constitutes the complete and entire written agreement ofcompromise, settlement and release between the Parties and constitutes the complete expression of the terms of the settlementAll prior and contemporaneous agreements, representations, and negotiations are superseded and merged herein. The terms ofthis Agreement can only be amended or modified by a writing, signed by duly authorized representatives of all Parties heretoexpressly stating that such modification or amendment is intended.




E.Authority to Execute. Each Party executing this Agreement represents that it is authorized to execute this Agreement. Eachperson executing this Agreement on behalf of an entity, other than an individual executing this Agreement on his or her ownbehalf, represents that he or she is authorized to execute this Agreement on behalf of said entity.

F.Voluntary Agreement. The Parties have read this Agreement, have had the benefit of counsel and freely and voluntarilyenter into this Agreement.

G.Counterparts. This Agreement may be executed in counterparts and, if so executed, each counterpart shall have the full force

and effect of an original. Further, a telecopied signature page by any signatory shall constitute an original for all purposes.




H.Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of Nevadaand to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construedand enforced in accordance with the laws of the State of Nevada without giving effect to conflict of law principles. ThisAgreement shall be deemed made and entered into in Carson City, State of Nevada, United States of America; however, it isintended to resolve all claims, known or unknown, between Sunpeaks and Holder in any jurisdiction.

IN WITNESS WHEREOF, the Parties have entered into this Agreement made and effective as of the date first hereinabovewritten.

Dated: February 13, 2012Sunpeaks Ventures, Inc.


Name: Scott BeaudetteTitle: Chief Executive Officer

Dated: February 13, 2012Scott Beaudette


Name: Scott Beaudette

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Exhibit 10.9

SETTLEMENT AGREEMENT ANDGENERAL MUTUAL RELEASE

This Settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012 by and between, on the one hand, Sunpeaks Ventures, Inc., a Nevada corporation (“Sunpeaks”) and, on the other hand, Carrillo HuettelLLP (“Attorney”). Sunpeaks and Attorney are sometimes referred to herein as “Party” or “Parties”.

RECITALS

A.Whereas, as a result of services rendered by Attorney to Sunpeaks, Sunpeaks has an outstanding balance of forty seventhousand twenty five dollars ($47,025) due to Attorney (the “Debt”);

B.Whereas, on February 13, 2012, Sunpeaks paid four thousand dollars ($4,000) to Attorney in full satisfaction of theDebt;

C.Whereas, Attorney is not receiving any additional consideration from Sunpeaks for purposes of the transactionscontemplated hereby, and Attorney is not paying any additional to Sunpeaks for any of the transactions contemplatedhereby; and,

D.Whereas, as a result of negotiations between Sunpeaks and Attorney, the Parties have proposed a resolution that they deem to be fair andequitable, and by this Agreement, Attorney and Sunpeaks wish to compromise, resolve, waive and release any and all claims, known orunknown, by and between them as fully set forth herein which exist or may exist today.

E.Whereas, each party, without admitting any liability whatsoever, enters into this Agreement to settle all disputes, claims and actionsbetween the Parties, as well as to settle any and all events or relationships between the Parties.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuableconsideration, the receipt and adequacy of which is acknowledged, the Parties covenant and agree as follows:

A.Recitals.

The foregoing recitals are true and correct and incorporated by reference herein.

B.Consideration.

As full consideration for this Agreement hereunder, and as full and final satisfaction for the Debt, on February 13, 2012Attorney received four thousand dollars ($4,000) (the “Payment”) from Sunpeaks, and Attorney agreed to settle the Debt inexchange for the Payment.

C.Mutual Release. Attorney, on the one hand, and Sunpeaks, on the other hand, for themselves and their respectivepredecessors, successors, affiliates, officers, directors, principals, partners, employees, executors, beneficiaries,

representatives, agents, assigns, attorneys, and all others claiming by or through them hereby release and forever dischargeeach other and their respective predecessors, successors, affiliated entities, subsidiaries, parent companies, affiliates, officersdirectors, principals, partners, employees, executors, beneficiaries, representatives, agents, assigns, and attorneys from anyand all actions, causes of action, suits, proceedings, debts, contracts, controversies, agreements, promises, damages, claimsand demands of any kind, nature or description, known or unknown, of any kind whatsoever, whether based upon a tort,contract or other theory of recovery, and whether for compensatory damages, punitive damages or other relief in law, equity orotherwise, that any of the Parties has ever had, now has, or hereafter can, shall or may have for, upon, or by reason of anymatter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement, including withoulimitation all claims arising out of or relating to the Debt.




D.Release of Unknown Claims Arising from Actions. The Parties acknowledge that they are familiar with Section 1542 of theCalifornia Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWNBY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The Parties expressly waive and relinquish any and all rights and benefits which they may have under, or which may beconferred upon them by the provisions of Section 1542 of the California Civil Code, as well as under any other similar state or federastatute or common law principle, with respect to all claims alleged, or that could have been alleged, including without limitation any and

all claims relating to or arising out of the transactions contemplated hereby. The Parties acknowledge that such waiver shall not preventhe Parties from seeking damages against the other Parties resulting from a breach of this Agreement.




E.Entire Agreement; No Oral Modification. This Agreement constitutes the complete and entire written agreement ofcompromise, settlement and release between the Parties and constitutes the complete expression of the terms of the settlementAll prior and contemporaneous agreements, representations, and negotiations are superseded and merged herein. The terms ofthis Agreement can only be amended or modified by a writing, signed by duly authorized representatives of all Parties heretoexpressly stating that such modification or amendment is intended.

F.Authority to Execute. Each Party executing this Agreement represents that it is authorized to execute this Agreement. Eachperson executing this Agreement on behalf of an entity, other than an individual executing this Agreement on his or her own

behalf, represents that he or she is authorized to execute this Agreement on behalf of said entity.

G.Voluntary Agreement. The Parties have read this Agreement, have had the benefit of counsel and freely and voluntarilyenter into this Agreement.

H.Counterparts. This Agreement may be executed in counterparts and, if so executed, each counterpart shall have the full forceand effect of an original. Further, a telecopied signature page by any signatory shall constitute an original for all purposes.

I.Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of Californiaand to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construedand enforced in accordance with the laws of the State of California without giving effect to conflict of law principles. ThisAgreement shall be deemed made and entered into in San Diego, State of California, United States of America; however, it isintended to resolve all claims, known or unknown, between Sunpeaks and Attorney in any jurisdiction.

IN WITNESS WHEREOF, the Parties have entered into this Agreement made and effective as of the date first hereinabovewritten.

Dated: February 13, 2012Sunpeaks Ventures, Inc.



Dated: February 13, 2012Carrillo Huettel, LLP

By: /s/ Luis Carrillo III

Name: Luis Carrillo IIIIts: Partner

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Exhibit 10.10

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement, dated as of February 13, 2012 (this “Agreement”) by and among Healthcare DistributionSpecialists LLC, a Delaware limited liability company (“HDS”), Mackie Barch, the sole managing member of HDS (the “HDSManaging Member”), Sunpeaks Ventures, Inc., a Nevada corporation (“SNPK”), and Scott Beaudette, the majority stockholder ofSNPK (the “SNPK Controlling Stockholder”).

WHEREAS, SNPK has evaluated its current and prospective business operations and has determined that in order to createvalue for its shareholders it is necessary to explore alternative business opportunities. Accordingly, SNPK began discussions with HDS

relating to its operations and opportunities; and,

WHEREAS, HDS is a party to that certain Amended and Restated Asset Acquisition Agreement (the “AcquisitionAgreement”), entered into on August 1, 2011, by and between HDS (fka AmeriS ure Pharmaceuticals, LLC) and Global NutritionaResearch, LLC, a Maryland limited liability company (“GNR”), pursuant to which HDS acquired 100% of the rights, title and interest tothe assets held or otherwise owned or controlled by GNR related to that certain product known as Clotamin, a proprietary multivitamin(collectively the “Acquired Assets”); and,

WHEREAS, the HDS Managing Member owns 100% of the Membership Interests (the “Membership Interests”) of HDS,pursuant to the terms and conditions of that certain Operating Agreement of Healthcare Distribution Specialists, LLC, as amended (the“Operating Agreement”); and,

WHEREAS, (i) the HDS Managing Member and HDS believe it is in the best interests of HDS to exchange 100% of theMembership Interests of HDS for (a) two hundred million (200,000,000) newly-issued shares of common stock, $0.001 par value pershare, of SNPK (the “SNPK Common Stock”), as set forth on Schedule I hereto, which, at the time of issuance will representapproximately 32.23% of the issued and outstanding shares of SNPK Common Stock, (b) three million (3,000,000) newly-issued sharesof Class A Preferred Stock, $0.001 par value per share, of SNPK (the “SNPK Preferred Stock”) (collectively the SNPK Common Stockand the SNPK Preferred Stock shall be referred to as the “SNPK Shares”) and (ii) SNPK believes it is in its best interest and the bestinterest of its stockholders to acquire the HDS Membership Interests in exchange for the SNPK Shares, all upon the terms and subject tothe conditions set forth in this Agreement (the “Share Exchange”); and

WHEREAS, it is the intention of the parties that this Share Exchange shall qualify as a tax-free reorganization under Section354 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing or anything else to the contrarycontained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to thequalification of the Share Exchange as a reorganization under Section 354 of the Code or as to the effect, if any, that any transactionconsummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each(i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement,

and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if thetransaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 354 of the Code; and,

WHEREAS, the Share Exchange shall qualify as a transaction in securities exempt from registration or qualification undersection 4(2) of the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “Securities Act”); and,

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the partieshereto agree as follows:

ARTICLE I

EXCHANGE OF HDS MEMBERSHIP INTERESTS FOR SNPK SHARES

Section 1.1 Agreement to Exchange HDS Membership Interests for SNPK Shares. On the Closing Date (as hereinafter defined) andupon the terms and subject to the conditions set forth in this Agreement, the HDS Managing Member shall assign, transfer, convey, anddeliver the HDS Membership Interests to SNPK. In consideration and exchange for the HDS Membership Interests, SNPK shall issueand deliver the SNPK Shares to the HDS Managing Member.

Section 1.2 Closing and Actions at Closing. The closing of the Share Exchange (the “Closing”) shall take place remotely via theexchange of documents and signatures on the day the conditions to closing set forth in Articles V and VI herein have been satisfied orwaived, or at such other time and date as the parties hereto shall agree in writing (the “ Closing Date ”).




Section 1.3 Directors of SNPK at Closing Date. On the Closing Date, Scott Beaudette, the current director of SNPK, shall resign fromthe board of directors of SNPK (the “SNPK Board”) and Mackie Barch’s appointment to the SNPK Board shall become effective.

Section 1.4 Officers of SNPK at Closing Date. On the Closing Date, Scott Beaudette shall resign from each officer position held atSNPK and immediately thereafter, the SNPK Board shall appoint Mackie Barch to serve as the sole officer of SNPK.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SNPK

SNPK represents, warrants and agrees that all of the statements in the following subsections of this Article II are true andcomplete as of the date hereof.

Section 2.1 Corporate Organization

A.SNPK is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite corporatepower and authority to own its assets and governmental licenses, authorizations, consents and approvals to conduct its business as nowconducted and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its activities makes suchqualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have aMaterial Adverse Effect on the activities, business, operations, properties, assets, condition or results of operation of SNPK. “MateriaAdverse Effect” means, when used with respect to SNPK, any event, occurrence, fact, condition, change or effect, which, individually orin the aggregate, would reasonably be expected to be materially adverse to the business, operations, properties, assets, condition(financial or otherwise), or operating results of SNPK, or materially impair the ability of SNPK to perform its obligations under thisAgreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of thetransactions contemplated by this Agreement, or (ii) changes in the United States securities markets generally.

B.Copies of the Articles of Incorporation and By-laws of SNPK with all amendments thereto, as of the date hereof (the “SNPK CharteDocuments”), have been furnished to the HDS Managing Member and to HDS, and such copies are accurate and complete as of the datehereof. The minute books of SNPK are current as required by law, contain the minutes of all meetings of the SNPK Board andstockholders of SNPK from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken bythe SNPK Board and stockholders of SNPK. SNPK is not in violation of any of the provisions of the SNPK Charter Documents.

Section 2.2 Capitalization of SNPK.

A.

The authorized capital stock of SNPK consists of five hundred fifty million (550,000,000) shares of Common Stock, par value $0.001and fifty million (50,000,000) shares of Preferred Stock, of which twenty five million (25,000,000) shares have been designated as ClassA Preferred Stock. There are three hundred seventy million five hundred thousand seven hundred fifty (370,500,750) shares of CommonStock and no shares of Preferred Stock issued and outstanding, immediately prior to this Share Exchange.

B.All of the issued and outstanding shares of Common Stock of SNPK immediately prior to this Share Exchange are, and all shares ofCommon Stock of SNPK when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid andnon-assessable. Except with respect to securities to be issued to the HDS Managing Member pursuant to the terms hereof, as of the dateof this Agreement there are no outstanding or authorized options, warrants, agreements, commitments, conversion rights, preemptiverights or other rights to subscribe for, purchase or otherwise acquire or receive any shares of SNPK’s capital stock, nor are there or wilthere be any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights, pre-emptive rights orrights of first refusal with respect to SNPK or any Common Stock, or any voting trusts, proxies or other agreements, understandings o

restrictions with respect to the voting of SNPK’s capital stock. There are no registration or anti-dilution rights, and there is no votingtrust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which SNPK is a party or by which it is bound withrespect to any equity security of any class of SNPK. SNPK is not a party to, and it has no knowledge of, any agreement restricting thetransfer of any shares of the capital stock of SNPK. The issuance of all of the shares of SNPK described in this Section 2.2 have been, orwill be, as applicable, in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of SNPK hasany right to rescind or bring any other claim against SNPK for failure to comply with the Securities Act, or state securities laws.

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C.Other than those shares referred to in Section 5.7 herein, there are no outstanding contractual obligations (contingent or otherwise) ofSNPK to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests inSNPK or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other person.

Section 2.3Subsidiaries and Equity Investments. SNPK does not directly or indirectly own any capital stock or other securities of, or anybeneficial ownership interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liabilitycompany, partnership, limited partnership, joint venture or other company, person or other entity.

Section 2.4Authorization, Validity and Enforceability of Agreements. SNPK has all corporate power and authority to execute and

deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with thetransactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplatedhereby and thereby. The execution and delivery of this Agreement by SNPK and the consummation by SNPK of the transactionscontemplated hereby and thereby, have been duly authorized by all necessary corporate action of SNPK, and no other corporateproceedings on the part of SNPK are necessary to authorize this Agreement or to consummate the transactions contemplated hereby andthereby. This Agreement constitutes the valid and legally binding obligation of SNPK and is enforceable in accordance with its termsexcept as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affectingthe enforcement of creditors’ rights generally. SNPK does not need to give any notice to, make any filings with, or obtain an yauthorization, consent or approval of any government or governmental agency or other person in order for it to consummate thetransactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, theSecurities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 2.5 No Conflict or Violation. Neither the execution and delivery of this Agreement by SNPK, nor the consummation by SNPKof the transactions contemplated hereby will: (i) contravene, conflict with, or violate any provision of the SNPK Charter Documents(ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of anygovernment, governmental agency, court, administrative panel or other tribunal to which SNPK is subject, (iii) conflict with, result in abreach of, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under,result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under anyagreement, contract, lease, license, instrument or other arrangement to which SNPK is a party or by which it is bound, or to which any ofits assets or properties are subject; or (iv) result in or require the creation or imposition of any encumbrance of any nature upon or withrespect to any of SNPK’s assets, including without limitation the SNPK Shares.

Section 2.6 Agreements. Except as disclosed on documents filed with the Securities and Exchange Commission (the “ Commission ”)SNPK is not a party to or bound by any contracts, including, but not limited to, any:

A.employment, advisory or consulting contract;

B.plan providing for employee benefits of any nature, including any severance payments;

C.lease with respect to any property or equipment;

D.contract, agreement, understanding or commitment for any future expenditure in excess of $5,000 in the aggregate;

E.contract or commitment pursuant to which it has assumed, guaranteed, endorsed, or otherwise become liable for any obligation of anyother person, entity or organization; or

F.agreement with any person relating to the dividend, purchase or sale of securities, that has not been settled by the delivery or payment osecurities when due, and which remains unsettled upon the date of this Agreement.

SNPK has provided to HDS and the HDS Managing Member, prior to the date of this Agreement, true, correct and completecopies of each contract (whether written or oral), including each amendment, supplement and modification thereto (the “SNPKContracts”). The Company shall satisfy all liabilities due under the SNPK Contracts as of the date of Closing. All such liabilities shalbe satisfied or released at or prior to Closing. Any amounts accrued post-Closing shall be the sole responsibility of HDS.




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Section 2.7 Litigation. There is no action, suit, proceeding or investigation (“Action”) pending or, to the knowledge of SNPK, currentlythreatened against SNPK or any of its affiliates, that may affect the validity of this Agreement or the right of SNPK to enter into thisAgreement or to consummate the transactions contemplated hereby or thereby. There is no Action pending or, to the knowledge ofSNPK, currently threatened against SNPK or any of its affiliates, before any court or by or before any governmental body or anyarbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department, commissionagency, instrumentality or arbitrator against SNPK or any of its affiliates. Neither SNPK nor any of its affiliates is a party or subject tothe provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is noAction by SNPK or any of its affiliates relating to SNPK currently pending or which SNPK or any of its affiliates intends to initiate.

Section 2.8 Compliance with Laws. SNPK has been and is in compliance with, and has not received any notice of any violation of any

applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, theExchange Act, the applicable rules and regulations of the SEC or the applicable securities laws and rules and regulations of any state.

Section 2.9 Financial Statements; SEC Filings.

A.SNPK’s financial statements (the “Financial Statements”) contained in its periodic reports filed with the SEC have been prepa red inaccordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on aconsistent basis throughout the periods indicated, except that those Financial Statements that are not audited do not contain all footnoterequired by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of SNPK as of the datesand for the periods, indicated therein, subject to normal year-end audit adjustments. SNPK has no material liabilities (contingent orotherwise). SNPK is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. SNPK maintains astandard system of accounting established and administered in accordance with U.S. GAAP.

B.SNPK has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act (the“Public Reports”). To the best of its knowledge, each of the Public Reports has complied in all material respects with the ap plicableprovisions of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulationspromulgated thereunder. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading ofSNPK’s Common Stock, it being acknowledged that none of SNPK’s securities are approved or listed for trading on any exchange orquotation system.

Section 2.9 Books, Financial Records and Internal Controls. All the accounts, books, registers, ledgers, SNPK Board minutes andfinancial and other records of whatsoever kind of SNPK have been fully, properly and accurately kept and completed; there are nomaterial inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of thefinancial, contractual and legal position of SNPK. SNPK maintains a system of internal accounting controls sufficient, in the judgmentof SNPK, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specif ic

authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and tomaintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorizationand (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions aretaken with respect to any differences.

Section 2.10 Employee Benefit Plans. SNPK does not have any “Employee Benefit Plan” as defined in the U.S. Employee RetirementIncome Security Act of 1974 or similar plans under any applicable laws.

Section 2.11 No Debt Obligations. Upon the Closing Date, SNPK will have no debt, obligations or liabilities of any kind whatsoeverother than with respect to the transactions contemplated hereby. SNPK is not a guarantor of any indebtedness of any other person, entityor corporation.

Section 2.12 No Broker Fees. No brokers, finders or financial advisory fees or commissions will be payable by or to SNPK or any of

their affiliates with respect to the transactions contemplated by this Agreement.

Section 2.13 No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, oranticipated by SNPK to arise, between SNPK and any accountants and/or lawyers formerly or presently engaged by SNPK. SNPK iscurrent with respect to fees owed to its accountants and lawyers.

Section 2.14Disclosure. This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or onbehalf of SNPK in connection with the transactions contemplated by this Agreement do not contain any untrue statement of a materiafact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.




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Section 2.15 No Integrated Offering. SNPK does not have any registration statement pending before the Commission or currently underthe Commission’s review and since the Closing Date, except as contemplated under this Agreement, SNPK has not offered or sold any ofits equity securities or debt securities convertible into shares of Common Stock.

Section 2.16 Employees.

A.SNPK has one employee, Scott Beaudette.

B.

Other than Scott Beaudette, SNPK does not have any officers or directors. No director or officer of SNPK is a party to, or is otherwisebound by, any contract (including any confidentiality, non-competition or proprietary rights agreement) with any other person that in anyway adversely affects or will materially affect (a) the performance of her duties as a director or officer of SNPK or (b) the ability ofSNPK to conduct its business.

Section 2.17Disclosure. This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or onbehalf of SNPK or the SNPK Controlling Stockholder in connection with the transactions contemplated by this Agreement, when takentogether, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make thestatements contained herein and/or therein not misleading.

Section 2.18 No Assets or Real Property. Except as set forth on the most recent Financial Statements, SNPK does not have any assets ofany kind. SNPK does not own or lease any real property.

Section 2.19 Interested Party Transactions. Except as disclosed in Commission filings, no officer, director or shareholder of SNPK orany affiliate or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such person or entityhas or has had, either directly or indirectly, (a) an interest in any person or entity which (i) furnishes or sells services or products whichare furnished or sold or are proposed to be furnished or sold by SNPK, or (ii) purchases from or sells or furnishes to, or proposes topurchase from, sell to or furnish SNPK any goods or services; or (b) a beneficial interest in any contract or agreement to which SNPK isa party or by which it may be bound or affected.

Section 2.20 Intellectual Property. Except as in documents filed with the Commission, SNPK does not own, use or license anyintellectual property in its business as presently conducted.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HDS

HDS represents, warrants and agrees that all of the statements in the following subsections of this Article III, pertaining toHDS, are true and complete as of the date hereof.

Section 3.1 Organization. HDS is a limited liability company duly organized, validly existing, and in good standing under the laws ofDelaware and has the power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities tocarry on its business in all material respects as it is now being conducted. The execution and delivery of this Agreement does not, andthe consummation of the transactions contemplated hereby will not, violate any provision of HDS’s Certificate of Formation orOperating Agreement. HDS has taken all actions required by law, its Certificate of Formation or Operating Agreement, or otherwise toauthorize the execution and delivery of this Agreement. HDS has full power, authority, and legal capacity and has taken all actionrequired by law, its Certificate of Formation or Operating Agreement, and otherwise to consummate the transactions hereincontemplated.

Section 3.2 Membership Interests. The number of Membership Interests HDS has issued is 1,000 Membership Units. The

Membership Interests currently represent 100% of the Membership Units of HDS.

Section 3.3 Subsidiaries and Predecessor Corporations. HDS does not own, beneficially or of record, any shares of any entity.

Section 3.4 Financial Statements. HDS has kept all books and records since inception and such audited financial statements have beenprepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The balancesheets are true and accurate and present fairly as of their respective dates the financial condition of HDS. As of the date of such balancesheets, except as and to the extent reflected or reserved against therein, HDS had no liabilities or obligations (absolute or contingentwhich should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accountingprinciples, and all assets reflected therein are properly reported and present fairly the value of the assets of HDS, in accordance with




generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly thinformation required to be set forth therein by generally accepted accounting principles.

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HDS has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has dulyallowed for all taxation reasonably foreseeable and is under no liability to pay any penalty or interest in connection with anyclaim for governmental fees or taxation and HDS has made any and all proper declarations and returns for taxation purposesand all information contained in such declarations and returns is true and complete and full provision or reserves have beenmade in its financial statements for all Governmental fees and taxation.

The books and records, financial and otherwise, of HDS are, in all material aspects, complete and correct and have beenmaintained in accordance with good business and accounting practices.

All of HDS’s assets are reflected on its financial statements, and HDS has no material liabilities, direct or indirect, matured or

unmatured, contingent or otherwise.

Section 3.5 Information. The information concerning HDS set forth in this Agreement is complete and accurate in all material respectsand does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in lighof the circumstances under which they were made, not misleading.Section 3.6 Absence of Certain Changes or Events . Since its inception, (a) there has not been any material adverse change in thebusiness, operations, properties, assets, or condition (financial or otherwise) of HDS; and (b) HDS has not (i) made any material changein its method of management, operation or accounting, (ii) entered into any other material transaction other than sales in the ordinarycourse of its business; or (iii) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pensionretirement, or other employee benefit plan, payment, or arrangement made to, for, or with its members, managers, or employees or; and

Section 3.7 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of HDSafter reasonable investigation, threatened by or against HDS or affecting HDS or its properties, at law or in equity, before any court orother governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. HDS does not have anyknowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of anycourt, arbitrator, or governmental agency or instrumentality or of any circumstances

Section 3.8 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactionscontemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminateaccelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which HDS is aparty or to which any of its assets, properties or operations are subject.

Section 3.9 Compliance With Laws and Regulations. To the best of its knowledge, HDS has complied with all applicable statutes andregulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would notmaterially and adversely affect the business, operations, properties, assets, or condition of HDS or except to the extent thatnoncompliance would not result in the occurrence of any material liability for HDS. This compliance includes, but is not limited tothe filing of all reports to date with federal and state securities authorities.

Section 3.10 Approval of Agreement. The Managing Member of HDS has authorized the execution and delivery of this Agreement byHDS and has approved this Agreement and the transactions contemplated hereby.

Section 3.11Valid Obligation. This Agreement and all agreements and other documents executed by HDS in connection herewithconstitute the valid and binding obligation of HDS, enforceable in accordance with its or their terms, except as may be limited bybankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to thequalification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding thereforemay be brought.

Section 3.12Acquisition Agreement. HDS represents and warrants that it owns 100% of the Acquired Assets pursuant to the AcquisitionAgreement.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF HDS MANAGING MEMBER

The HDS Managing Member hereby represents and warrants to SNPK:

Section 4.1Authority. The HDS Managing Member has the right, power, authority and capacity to execute and deliver this Agreement towhich the HDS Managing Member is a party, to consummate the transactions contemplated by this Agreement to which the HDSManaging Member is a party, and to perform the HDS Managing Member’s obligations under this Agreement to which the HDSManaging Member is a party. This Agreement has been duly and validly authorized and approved, executed and delivered by the HDS

Managing Member. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties thereto othethan the HDS Managing Member, this Agreement is duly authorized, executed and delivered by the HDS Managing Member andconstitutes the legal, valid and binding obligation of the HDS Managing Member, enforceable against the HDS Managing Member inaccordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcyinsolvency and other similar Laws affecting the enforcement of creditors rights generally.

Section 4.2 No Conflict. Neither the execution or delivery by the HDS Managing Member of this Agreement to which the HDSManaging Member is a party nor the consummation or performance by the HDS Managing Member of the transactions contemplatedhereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the organizationadocuments of the HDS Managing Member (if the HDS Managing Member is not a natural person); (b) contravene, conflict with,constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in thetermination or acceleration of, any agreement or instrument to which the HDS Managing Member is a party or by which the properties orassets of the HDS Managing Member are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to whichthe HDS Managing Member, or any of the properties or assets of the HDS Managing Member, may be subject.

Section 4.3 Litigation. There is no pending Action against the HDS Managing Member that involves the HDS Membership Interests orthat challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactionscontemplated by this Agreement or the business of HDS and, to the knowledge of the HDS Managing Member, no such Action has beenthreatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of anysuch Action.

Section 4.4 Acknowledgment. The HDS Managing Member understands and agrees that the SNPK Shares to be issued pursuant to thisAgreement have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of theSNPK Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Acfor transactions by an issuer not involving a public offering or Regulation D promulgated thereunder or Regulation S for offers and salesof securities outside the U.S.

Section 4.5 Stock Legends. The HDS Managing Member hereby agrees with SNPK as follows:

A.Securities Act Legend Accredited Investors. The certificates evidencing the SNPK Shares issued to the HDS Managing Member willbear the following or a similar legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCHSECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISETRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIESACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICHCASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL

WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIESMAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATEDPURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION SPROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL ANDOPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVEBEEN SATISFIED.




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B.Other Legends. The certificates representing such SNPK Shares, and each certificate issued in transfer thereof, will also bear any otherlegend required under any applicable law, including, without limitation, any U.S. state corporate and state securities law, or contract.

C.Opinion. The HDS Managing Member shall not transfer any or all of the SNPK Shares pursuant to Rule 144, under the Securities ActRegulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering thedisposition of the SNPK Shares, without first providing SNPK with an opinion of counsel (which counsel and opinion are reasonablysatisfactory to the SNPK) to the effect that such transfer will be made in compliance with Rule 144, under the Securities ActRegulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration

or qualification requirements of any applicable U.S. state securities laws.

Section 4.6 Ownership of Shares. The HDS Managing Member is both the record and beneficial owner of the HDS MembershipInterests. The HDS Managing Member has and shall transfer at the Closing, good and marketable title to the HDS Membership Interestsfree and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxiesvoting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions onfuture transfers imposed by applicable law.

ARTICLE V

CONDITIONS TO OBLIGATIONS OF HDS AND THE HDS MANAGING MEMBER

The obligations of HDS and the HDS Managing Member to consummate the transactions contemplated by this Agreement aresubject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by HDSand the HDS Managing Member at their sole discretion:

Section 5.1 Representations and Warranties of SNPK. All representations and warranties made by SNPK in this Agreement shall be trueand correct in all material respects on and as of the Closing Date, except insofar as the representations and warranties relate expresslyand solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or per iod, they will betrue and correct in all material respects on and as of the Closing Date with respect to such date or period.

Section 5.2 Agreements and Covenants. SNPK shall have performed and complied in all material respects with all agreements andcovenants required by this Agreement to be performed or complied with on or prior to the Closing Date.

Section 5.3 Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authoritydomestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance ofthis Agreement shall be in full force and effect on the Closing Date.

Section 5.4 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental orregulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by anygovernment or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents theconsummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operationsprospects, net income or financial condition of SNPK shall be in effect; and no action or proceeding before any court or governmental oregulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatoryauthority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactionscontemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 5.5 Other Closing Documents. HDS shall have received such certificates, instruments and documents in confirmation of therepresentations and warranties of SNPK, SNPK’s performance of its obligations hereunder, and/or in furtherance of the transac tionscontemplated by this Agreement as the HDS Managing Member and/or their respective counsel may reasonably request.

Section 5.6 Documents. SNPK must have caused the following documents to be delivered to HDS and the HDS Managing Member:

A.share certificates evidencing the SNPK Shares registered in the name of the HDS Managing Member;

B.a Secretary’s Cer tificate, dated the Closing Date, certifying attached copies of (A) the SNPK Charter Documents, (B) the resolutions othe SNPK Board approving this Agreement and the transactions contemplated hereby and thereby; and (C) the incumbency of eachauthorized officer of SNPK signing this Agreement to which SNPK is a party;




C.an Officer’s Certificate, dated the Closing Date, certifying as to Sections 5.1, 5.2, 5.3, 5.4, 5.7, and 5.8.

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D.a Certificate of Good Standing of SNPK, dated as of a date not more than five business days prior to the Closing Date;

E.this Agreement is duly executed;

F.the resignation of Scott Beaudette as sole officer of SNPK as of the Closing Date;

G.

the resignation of Scott Beaudette as sole director of SNPK on the Closing Date;

H.such other documents as HDS may reasonably request for the purpose of (i) evidencing the accuracy of any of the representations andwarranties of SNPK, (ii) evidencing the performance of, or compliance by SNPK with any covenant or obligation required to beperformed or complied with by SNPK, (iii) evidencing the satisfaction of any condition referred to in this Article V, or (iv) otherwisefacilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Section 5.7 Cancellation of Shares. Immediately following the issuance of the SNPK Shares to the HDS Managing Member, the SNPKControlling Stockholder shall irrevocably cancel two hundred million (200,000,000) shares of the two hundred twenty five million(225,000,000) shares of the SNPK Common Stock he currently owns. Evidence of such cancellation shall be delivered to HDS.

Section 5.8 No Material Adverse Effect. There shall not have been any event, occurrence or development that has resulted in or couldresult in a Material Adverse Effect on or with respect to SNPK.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF SNPK

The obligations of SNPK to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at orbefore the Closing Date, of the following conditions, any one or more of which may be waived by SNPK in its sole discretion:

Section 6.1 Representations and Warranties of HDS and the HDS Managing Member. All representations and warranties made by HDSand the HDS Managing Member on behalf of themselves individually in this Agreement shall be true and correct on and as of theClosing Date except insofar as the representation and warranties relate expressly and solely to a particular date or period, in which casesubject to the limitations applicable to the particular date or period, they will be true and correct in all material respects on and as of theClosing Date with respect to such date or period.

Section 6.2 Agreements and Covenants. HDS and the HDS Managing Member shall have performed and complied in all materialrespects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior tothe Closing Date.

Section 6.4 Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authoritydomestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance ofthis Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date.

Section 6.5 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or other governmental orregulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by anygovernment or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in anyrespect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the

assets, properties, operations, prospects, net income or financial condition of HDS shall be in effect; and no action or proceeding beforeany court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government orgovernmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay theconsummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement

Section 6.6 Other Closing Documents. SNPK shall have received such certificates, instruments and documents in confirmation of therepresentations and warranties of HDS and the HDS Managing Member, the performance of HDS and the HDS Managing Member’srespective obligations hereunder and/or in furtherance of the transactions contemplated by this Agreement as SNPK or its counsel mayreasonably request.




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Section 6.7 Documents. HDS and the HDS Managing Member must deliver to SNPK at the Closing:

A.documentation evidencing the number of HDS Membership Interests, along with such other documents evidencing thetransfer of such HDS Membership Interests to SNPK;

B.this Agreement to which the HDS and the HDS Managing Member is a party, duly executed;

C.

such other documents as SNPK may reasonably request for the purpose of (i) evidencing the accuracy of any of therepresentations and warranties of the HDS and the HDS Managing Member , (ii) evidencing the performance of, orcompliance by HDS and the HDS Managing Member with, any covenant or obligation required to be performed orcomplied with by HDS and the HDS Managing Member, as the case may be, (iii) evidencing the satisfaction of anycondition referred to in this Article VI, or (iv) otherwise facilitating the consummation or performance of any of thetransactions contemplated by this Agreement.

Section 6.8 No Claim Regarding Stock Ownership or Consideration. There must not have been made or threatened by any Person, anyclaim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the HDS MembershipInterests, or any other ownership interest in, HDS, or (b) is entitled to all or any portion of the SNPK Shares.

ARTICLE VII

POST-CLOSING AGREEMENTS

Section 7.1 SEC Documents. From and after the Closing Date, in the event the SEC notifies SNPK of its intent to review any PublicReport filed prior to the Closing Date or SNPK receives any oral or written comments from the SEC with respect to any Public Reporfiled prior to the Closing Date, SNPK shall promptly notify the SNPK Controlling Stockholder and the SNPK Controlling Stockholdeshall reasonably cooperate with SNPK in responding to any such oral or written comments.

ARTICLE VIII

INDEMNIFICATION

Section 8.1Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to thisAgreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before theClosing Date) shall expire on the first day of the three-year anniversary of the Closing Date (the “Survival Period”). The right to

indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not beaffected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whetherbefore or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any suchrepresentation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warrantyor on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment ofdamages, or other remedy based on such representations, warranties, covenants, and obligations.

Section 8.2 Indemnification.

A.Indemnification Obligations in favor of the Controlling Stockholders of SNPK. From and after the Closing Date until theexpiration of the Survival Period, HDS shall reimburse and hold harmless the SNPK Controlling Stockholder (each such person and his heirs, executors, administrators, agents, successors and assigns is referred to herein as a “SNPK

Indemnified Party”) against and in respect of any and all damages, losses, settlement payments, in respect of deficienciesliabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by any SNPK Indemnified Partyand any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other procedures orinvestigation against any SNPK Indemnified Party, which arises or results from a third-party claim brought against aSNPK Indemnified Party to the extent based on a breach of the representations and warranties with respect to thebusiness, operations or assets of HDS. All claims of SNPK pursuant to this Section 8.2 shall be brought by the SNPKControlling Stockholder on behalf of SNPK and those Persons who were stockholders of SNPK Company immediatelyprior to the Closing Date. In no event shall any such indemnification payments exceed $100,000 in the aggregate fromHDS. No claim for indemnification may be brought under this Section 8.2(a) unless all claims for indemnification, inthe aggregate, total more than $10,000.




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B.Indemnification in favor of HDS and the HDS Managing Member. From and after the Closing Date until the expiration ofthe Survival Period, the SNPK Controlling Stockholder will, severally and not jointly, indemnify and hold harmless HDSthe HDS Managing Member, and their respective members and managers, agents, attorneys and employees, and each person, if any, who controls or may “control” (within the meaning of the Securities Act) any of the forgoing persons orentities (hereinafter referred to individually as a “HDS Indemnified Person”) from and against any and all losses, costsdamages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitationlegal fees, (collectively, “Damages”) arising out of any (i) any breach of representation or warranty made by SNPK or theSNPK Controlling Stockholder in this Agreement, and in any certificate delivered by SNPK or the SNPK ControllingStockholder pursuant to this Agreement, (ii) any breach by SNPK or the SNPK Controlling Stockholder of any covenant

obligation or other agreement made by SNPK or the SNPK Controlling Stockholder in this Agreement, and (iii) athird-party claim based on any acts or omissions by SNPK or the SNPK Controlling Stockholder. In no event shall anysuch indemnification payments exceed $100,000 in the aggregate from all SNPK Controlling Stockholder. No claim foindemnification may be brought under this Section 8.2(b) unless all claims for indemnification, in the aggregate, totalmore than $10,000.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1 Publicity. No party shall cause the publication of any press release or other announcement with respect to this Agreement orthe transactions contemplated hereby without the consent of the other parties, unless a press release or announcement is required by lawIf any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties priornotice and an opportunity to comment on the proposed disclosure.

Section 9.2 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and theirrespective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under thisAgreement without the prior written consent of the other parties.

Section 9.3 Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expensesincurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costsor expenses.

Section 9.4 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed tohave been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receiptrequested)or facsimile to the parties at the following addresses:

If to HDS or the HDS Managing Member, to:Healthcare Distribution Specialists LLC9337 Fraser AveSilver Spring, MD 20910Attn: Mackie Barch, Managing Member

If to SNPK or the SNPK Controlling Stockholder, to:Sunpeaks Ventures, Inc.#106, 505 19 Ave SWCalgary, Alberta, T2S 0E4CanadaAttn: Scott Beaudette, Chief Executive Officer

With a copy to (which copy shall not constitute notice):Carrillo Huettel, LLP3033 Fifth Avenue, Suite 400San Diego, CA 92103

or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice orcommunication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addressesshall be effective insofar as notices under this Section 9.4 are concerned unless such changed address is located in the United States ofAmerica and notice of such change shall have been given to such other party hereto as provided in this Section 9.4.




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Section 9.5 Entire Agreement. This Agreement, together with the exhibits hereto, represents the entire agreement and understanding ofthe parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with thisAgreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordanceherewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings andagreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which aremerged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissibleinto evidence in any action or suit involving this Agreement.

Section 9.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provisionhereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of

any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement aprovision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

Section 9.7 Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of referenceand shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 9.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original andall of which together shall be considered one and the same agreement. Fax and PDF copies shall be considered originals for all purposes

Section 9.9 Convenience of Forum; Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respectivesuccessors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judiciaforum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of California, County of San Diego and/or the United States District Court for Southern Californiain respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon anyparty to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 9.4

Section 9.10 Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions ofthis Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that theparties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms andprovisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.11 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of theState of Nevada without giving effect to the choice of law provisions thereof.

Section 9.12 Amendments and Waivers. Except as otherwise provided herein, no amendment or waiver of any provision of thisAgreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of anydefault, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any

prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising byvirtue of any such prior or subsequent occurrence.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


/s/ Scott Beaudette


HEALTHCARE DISTRIBUTION SPECIALISTS LLC

/s/ Mackie Barch

Name: Mackie BarchTitle: Managing Member

SNPK CONTROLLING STOCKHOLDER

/s/ Scott Beaudette

Scott Beaudette

HDS MANAGING MEMBER

/s/ Mackie Barch

By: Mackie Barch

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SCHEDULE IHDS Members

Name AddressTax-ID (if applicable)

HDS MembershipInterests held

SNPK CommonShares To Be NewlyIssued

SNPK Class APreferred SharesTo Be Newly Issued

Mackie Barch 9337 Fraser AveSilver Spring, MD 20910

1,000 200,000,000 3,000,000

TOTALS 1,000 200,000,000 3,000,000

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Exhibit 10.12

MANAGEMENT AGREEMENT

This Management Agreement (the “Agreement”) entered into on February 13, 2012, and made effective as of the 13th day oFebruary, 2012, (the “Effective Date”) by and between Sunpeaks Ventures, Inc., a Nevada corporation (the “Company”) and Macki eBarch (“Mr. Barch”).

RECITALS:

WHEREAS, Mr. Barch has expertise in the areas of corporate management, finance, investment and other matters relating to

the business of the Company; and

WHEREAS, the Company desires to avail itself of the expertise of Mr. Barch in the aforesaid areas, in which it acknowledgesthe expertise of Mr. Barch.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the partieshereto agree as follows:

1. Appointment.

The Company hereby appoints Mr. Barch to render the advisory and consulting services described in Section 2 hereof for theterm of this Agreement.

2. Services.

During the term of this Agreement, Mr. Barch shall render to the Company, as the Company’s Chief Executive Officer,President, Chief Financial Officer, Secretary and as a Director (the “ Services ”) in relation to the operations of the Company, strategicplanning, and financial oversight and including, without limitation, advisory and consulting services in relation to the selection, retentionand supervision of independent auditors, the selection, retention and supervision of outside legal counsel, the selection, retention andsupervision of financial advisors or consultants and the structuring and implementation of equity participation plans, employee benefiplans and other incentive arrangements for certain key executives of the Company.

3. Fees.

In consideration of the performance of the Services contemplated by Section 2 hereof, the Company agrees to pay to Mr

Barch an aggregate fee (the “ Fee ”) of $1,000 per calendar month.

4. Out-of-Pocket Expenses

In addition to the compensation payable to Mr. Barch pursuant to Section 3 hereof, the Company shall, at the direction of MrBarch, pay directly, or reimburse Mr. Barch for his reasonable Out-of-Pocket Expenses. For the purposes of this Agreement, the term “Out-of-Pocket Expenses ” shall mean the amounts actually paid by Mr. Barch in cash in connection with his performance of the Servicesincluding, without limitation, reasonable (i) fees and disbursements (including, underwriting fees) of any independent auditors, outsidelegal counsel, consultants, investment bankers, financial advisors and other independent professionals and organizations, (ii) costs ofany outside services or independent contractors such as financial printers, couriers, business publications or similar services and(iii) transportation, per diem, telephone calls, word processing expenses or any similar expense not associated with its ordinaryoperations. All reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation byMr. Barch to the Company of the statement in connection therewith.




5. Indemnification

The Company will indemnify and hold harmless Mr. Barch from and against any and all losses, costs, expenses, claimsdamages and liabilities (the “ Liabilities ”) to which Mr. Barch may become subject under any applicable law, or any claim made by anythird party, or otherwise, to the extent they relate to or arise out of the performance of the Services contemplated by this Agreement orthe engagement of Mr. Barch pursuant to, and the performance by Mr. Barch of the Services contemplated by, this Agreement. TheCompany will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost orexpense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the grossnegligence or willful misconduct of Mr. Barch. If Mr. Barch is reimbursed hereunder for any expenses, such reimbursement of expensesshall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted solely from the gross negligence

or willful misconduct of Mr. Barch.

6. Termination

Unless sooner terminated pursuant to other provisions hereof, the Company agrees to engage Mr. Barch for a one (1) yearperiod beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periodunless and until such time as either party shall give written notice to the other at least 30 days prior to the expiration of the then currenterm that no such automatic extension shall occur, in which event Mr. Barch’ engagement with the Company shall terminate on t heexpiration of the then current term. The provisions of Sections 5, 7 and 8 and otherwise as the context so requires shall survive thetermination of this Agreement.

7. Other Activities

Nothing herein shall in any way preclude Mr. Barch from engaging in any business activities or from performing services forhis own account or for the account of others, including for companies that may be in competition with the business conducted by theCompany.

8. General.

(a)No amendment or waiver of any provision of this Agreement, or consent to any departure by either party from any such provision, shalbe effective unless the same shall be in writing and signed by the parties to this Agreement, and, in any case, such amendment, waiver orconsent shall be effective only in the specific instance and for the specific purpose for which given.

(b)This Agreement and the rights of the parties hereunder may not be assigned without the prior written consent of the parties hereto;provided, however, that Mr. Barch may assign or transfer his duties or interests hereunder to an affiliate at the sole discretion of Mr.

Barch.

(c)This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and shall supersede alprevious oral and written (and all contemporaneous oral) negotiations, commitments, agreements and understandings relating hereto.

(d)This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Nevada (excluding the choice of lawprinciples thereof). The parties to this Agreement hereby agree to submit to the non-exclusive jurisdiction of the federal and state courtslocated in the state of Nevada in any action or proceeding arising out of or relating to this Agreement.

(e)This Agreement may be executed in two or more counterparts, and by different parties on separate counterparts. Each set of counterparts

showing execution by all parties shall be deemed an original, and shall constitute one and the same instrument.

(f)The waiver by any party of any breach of this Agreement shall not operate as or be construed to be a waiver by such party of anysubsequent breach.

2




IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their dulyauthorized officers or agents as set forth below.

Sunpeaks Ventures, Inc.

s/ Scott Beaudette

Name:Its:

Scott BeaudettePresident

/s/ Mackie Barch

Mackie Barch

3




Exhibit 10.13

Made this 9th day of March, 2011, between Great Spaces, LLC, Landlord, and Amerisure Pharmaceuticals, LLC, Tenant:

Witnesseth

That the Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord the premises located at 9337 FraserAvenue, Silver Spring, MD, totaling about 2000 square feet of gross floor area. The term of the lease shall be one (I) year, commencingon March 9, 20 II, at a rent of Seventeen Hundred Seventy-Five Dollars ($1,775.00) per month.

The Tenant covenants and agrees:

1.To pay rent in monthly installments of Seventeen Hundred Seventy-Five Dollars ($1,775.00) each, in advance, on the first dayof each and every month of the term. Rent shall be increased by the greater of 3% , or the increase in the Consumer PriceIndex (CPI) year over year, but shall not increase more than 5% per year. A late fee of One Hundred Dollars ($100.00) shalbe added to the rent in the event Landlord receives rent later than the fifth of the month. Any outstanding unpaid rent shalalso accrue interest at the rate of eighteen percent (18%) per annum. Note that Landlord will provide tenant with the firsmonth’s rent free of charge, but that the pro-rated 21 days for April rent will be due at the signing of this lease, equalingTwelve Hundred Forty-Two Dollars ($1,242.00).

2.To pay a security deposit of Seventeen Hundred Seventy-Five Dollars (1,775.00), to Landlord upon execution of thisLease. Te security deposit shall be returned in full to Tenant at the termination of this Lease, without any accumulatedinterest, except that any damages incurred by Tenant to the building or common areas will be deducted.

3.That, with consent of Landlord, this lease can continue on a month-to-month basis, but shall be terminated when eitherLandlord or Tenant provides the other with Ninety (90) days written notice.

4.That space in the parking lot will be provided for up to four (4) cars. Under no circumstances shall more than four (4) vehiclepark in the parking lot at one time unless other arrangements are made with Landlord. No trailers or large trucks shall beparked on the premises, unless specifically approved in writing by the Fraser Avenue Unit Owners Committee. Standard sizedpickup trucks or vans are acceptable.

5.To use the premises for office space, and storage.

6.To do nothing and to permit nothing to be done on the premises which will contravene any fire insurance policy covering thesame. If Tennant’s use or occupancy of the premises, or his act or omission or any act or omission permitted by him, increasesthe premium of any fire insurance policy, Tennant shall pay such increase. Tenant agrees to fully comply with anyrequirements or recommendation of the Insurance Services Office of Maryland and/or the National Fire ProtectionAssociation.

7.To pay all bills for electricity, gas, fuel, power, trash removal, telephone, and all other utilities as same become due. Landlordwill pay water bill up to $100 per three-month period. Tenant will be responsible for amounts over $100 if the water exceedsthat amount in any three-month period.

8.Rent paid by check will not be considered paid until the check has cleared the bank. Checks returned by the Tenant’s bank aresubject to a $50.00 returned check fee.

9.A dumpster may be located on the premises, provided Landlord specifically approves placement.

10.To hold Landlord and his Agent free and harmless from any and all loss, claim, or damage by reason of any accident, injury ordamage to any person or property occurring on or caused by the lease premises or any access thereto or any area adjacent to




said premises.

11.To maintain and pay for public liability insurance with bodily injury limits of not less than $1,000,000.00 per occurrence and$500,000.00 per person inured, and property damage limits of not less than $50,000.00 in which insurance policy Landlordshall be an additional insured, and to furnish Landlord with a certificate from the insurer that such insurance has been issuedand that Landlord will be notified by the insurer prior to cancellation or expiration.

12.Not to make any structural alteration or additions without the prior consent of the Landlord, and to pay for all such alterationsor additions. At Landlord’s option, Tenant shall restore the premises to their original condition at the end of the term or such

alteration shall become the property of Landlord.




13.To comply with all applicable laws, ordinances, rules and regulations, including those of the Fraser Avenue OwnersCommittee.

14.To abide by all rule, regulations, and stipulations of the Landlord which are necessary or advisable for the safety, care,protection, or cleanliness of the premises or persons on or in the vicinity thereof.

15.That if Tenant makes any assignment for the benefit of creditors, or if any proceedings are commenced to have Tenant declared

bankrupt or insolvent, or if a receiver or Trustee is appointed to take charge of Tenant’s affairs, then Landlord may terminatethis lease forthwith, and Tenant shall remain liable for all damages and rent up to the date of such event.

16.That this lease is and shall remain subject and subordinate to all present and future mortgages and deeds of trust affecting saidpremises, and as well as all covenants and restrictions of record. Tenant agrees to execute on demand all appropriate papers toeffectuate the provisions of this paragraph. Tenant also appoints Landlord irrevocably as his attorney-in-fact to execute allsuch appropriate papers.

17.Upon the expiration or termination of this lease, to surrender the premises in good and clean condition, ordinary wear and teaexcepted; at the same time, to surrender all equipment of the Landlord in good, clean and operation condition, ordinary wearand tear excepted.

18.Not to place any signs, advertisements, or notices on the exterior or any wall, window, or door of the building without thelandlord’s prior consent.

19.Tenant agrees that failure to comply with any of the above terms may result in immediate cancellation of this lease andeviction.

Landlord and Tenant mutually covenant and agree:

20.That if the premises shall be damaged or destroyed by fire or other casualty, Landlord shall have 90 days within which to repaior commence to restore the same. Until the premises are restored, the rent shall be abated in an amount corresponding to the

period and the extent to which the premises are untenantable. If the Landlord shall fail to restore or commence to restore thepremises with 90 days, this lease shall thereupon terminate.

21.That Landlord, at his cost and expense, shall keep the roof, all foundations and exterior walls in a state of good repair. Tenantat his cost and expense, shall keep in a state of good repair, maintenance, and cleanliness, all other parts of the premises that heuses as part of this lease.

22.That Landlord, at his cost and expense, shall provide that air conditioning and heating appliances work at time of signing of thilease.

23.

That Landlord shall have the right to enter the premises at all reasonable hours to examine the same as well as to make anyalterations and repairs to the premises or to contiguous premises.

24.That Landlord shall have the right, at any time during the pendency of this lease to show the premises to persons wishing to renor purchase the same sand that Tenant will permit a notice of “for rent” or “for sale” to be placed upon the front of the premisesand remain thereon without hindrance or molestation.

25.That any waiver of a default hereunder shall not be deemed a waiver of any subsequent default.




26.That Tenant shall not transfer or assign this or make any sublease without the written consent of the Landlord.

27.If Tenant shall remain in possession after the expiration of the lease, he shall, in the absence of any agreement to the contrarybe liable to the Landlord in an amount twice the monthly rent elsewhere provided for herein for any month or part thereofduring which he shall remain in possession. Acceptance by landlord of any sum from the Tenant after the expiration of thislease shall not constitute the Tenant a hold over Tenancy.

28.

That Landlord shall have the right to distrain for rent and for any other amount due and payable by the Tenant hereunder, if thesame is not paid when due, without notice to or demand upon the Tenant.

2




29.That if there is any default by Tenant hereunder, Landlord shall have the right to re-enter and take possession of the premiseswithout notice to or demand upon Tenant.

30.Tenant agrees to pay all reasonable costs, attorneys’ fees and expenses that shall be made and incurred by the Landlord inenforcing the covenants and agreements of this lease, including those for collection or rent.

31.That this lease shall be binding upon and insure to the benefit of the parties hereto, their respective heirs, executors

administrator, successors, and assigns.

32.Landlord accepts taxes and common area repairs or pass-throughs.

IN WITNESS WHEREOF, the parties have caused these precepts to be duly executed the day and year first above written.

Landlord:

/s/ Roger Telschow

Great Spaces, LLCby Roger Telschow, President9335 Fraser AenueSilver Spring, MD 20910301-509-9371301-585-4899 [email protected]

Tenant:

/s/ Mackie Barch

Amerisure Pharmaceuticals10417 Armory Ave, Unit C, Kensington, MD202-274-5404 or 301-455-0207

3




ADDITIONAL PROVISIONS TO LEASE

ENVIRONMENTAL RESPONSIBILITIES. Tenant shall not allow, permit or cause: (a) the generation, use, accumulation, storagetreatment, transportation, disposal, release or threat of release of “hazardous substances” (as defined in the ComprehensiveEnvironmental Response, Compensation, Liability Act of 1989 (“CCERCLA”) 42 U.S.C. Section 9601 et seq ., and regulationpursuant thereto, as amended) or petroleum product on the Premises, parking areas, sidewalks, or other appurtenances to the Premisesexcept for hazardous substances or petroleum product which are used in the ordinary course of Tenant’s business ( for business rentaland are present on the Premises in normal and reasonable amounts and are properly stored in a safe and lawful manner, provided that alist of such substances and petroleum products, showing the manner of storage and quantities stored, is provided to Landlord: (b) thespilling, leaking, or other release of hazardous substance or petroleum products on or from the Premises, parking areas, sidewalks, or

other appurtenances to the Premises (other than de minimis quantities in connection with the operation of motor vehicles); (c) theaccumulation of ay debris or other solid waste (except rubbish generating in the ordinary course of Tenant’s business or resi dence fornormal scheduled disposal in compliance with all applicable laws) on the Premises.

Tenant shall obtain and maintain any and all necessary permits and approvals, including but not limited to permits and approvalsrequired for the generation, use, accumulation, storage, treatment, transportation or disposal of any substances and petroleum productsidentified above which are used in the ordinary course of Tenant’s business. Tenant shall comply with all applicable governmentaloperation reporting and notification requirements for such substances. Any costs or expenses associated with obtaining or maintainingsuch permits, or complying with such operation, reporting or notification requirements shall be the sole responsibility of Tenant. In theevent Tenant fails to pay any such costs or expenses, Landlord may, but shall not be required to, pay same, and may collect all amountsso paid from Tenant as additional rent.

Tenant shall notify Landlord immediately upon learning that : (i) any duty described in this Section has been violated; (ii) there has beena release, discharge or disposal of any hazardous substance or petroleum product on the Premises or on any property near the Premises(iii) radon gas, urea formaldehyde, or any other toxic or hazardous gas has been detected on or in the Premises or any other area withinthe building of which the Premises are a part; or (iv) the Premises are the subject of any third party claim or action, or threat thereof,including, but not limited to, any claim or action, or threat thereof, from a governmental agency or official, because of any environmentacondition on or originating from the Premises or arising in connection with Tenant’s operation of the Premises. Tenant shall promptlyprovide Landlord with copies of all correspondence to or from such third parties regarding environmental conditions on or originationfrom the Premises or arising in connection with the operation of the Premises.

ENVIRONMENTAL INDEMNITY. Tenant shall indemnify and hold harmless Landlord and Agent, together with their officersdirectors, stockholders, employees and agents (the “Indemnified Parties”) from any and all liabilities (including strict liability), penalties, demands, actions, costs and expenses (including strict limitation, attorneys’ fees, fines, remedial and response c osts and anycontinuing monitoring or closure costs) incurred or suffered by the Indemnified Parties, or asserted by any third party including, but nolimited to, any governmental agency or official, against the Indemnified Parties due to the breach of-Tenant’s duties and obligation setforth in the preceding Section. This indemnification shall survive the expiration or earlier termination of this Lease or any renewal or

extension of this Lease, including any extensions on a month to month basis.

To the extent such terms, covenants and condition are not inconsistent with this Lease Renewal and Amendment Agreement, all otherterms, covenants and conditions as contained in the above-referenced Lease shall be binding on the parties and remain in full force andeffect during the renewal period hereby created

s/ Roger

Telschow

3/9/2011 s/ Mackie

Barch

3/9/2011

Landlord oragent

Date Tenant Date

s/ Mackie

Barch

3/9/2011

Tenant Date

4




EXHIBIT 21.1

LIST OF SUBSIDIARIES OF SUNPEAKS VENTURES, INC.

1. Healthcare Distribution SpecialistsLLC

Jurisdiction of Formation:Names under which business isconducted:

State of DelawareHealthcare Distribution Specialists LLC




Exhibit 99.1

AMERISURE PHARMACEUTICALS LLC(A Development Stage Company)

Financial StatementsFor the Years Ended December 31, 2010 and

2009

Report of Independent Registered Public Accounting Firm2

Balance Sheets3

Statements of Operations4

Statements of Stockholders’ Equity 5

Statements of Cash Flows

6Notes to the Financial Statements

7




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of DirectorsAmerisure Pharmaceuticals LLC (A Development Stage Company)

We have audited the accompanying balance sheets of Amerisure Pharmaceuticals LLC (A Development Stage Company) (the“Company”) as of December 31, 2010 and 2009 and the related statements of operations, stockholders' equity and cash flows for theyears then ended and the period from September 19, 2008 (inception) to December 31, 2010. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our

audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control overfinancial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedurethat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internacontrol over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audiprovides 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 AmerisurePharmaceuticals LLC (A Development Stage Company) as of December 31, 2010 and 2009 and the results of its operations and cashflows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. TheCompany has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operat ing loss sinceits inception. These matters raise substantial doubt about the Company’s ability to continue as a going concern. These financiastatements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount andclassification of liabilities that may result should the Company be unable to continue as a going concern. See note 1 to the financialstatements for further information regarding this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.comHouston, TexasSeptember 13, 2011

2




AMERISURE PHARMACEUTICALS LLC(A Development Stage Company)Balance Sheets(expressed in US dollars)

December 31,2010

$

December 31,2009

$

Assets

Current Assets

Cash 591 –

Accounts receivable 43,897 –

Total Assets 44,488 –

Liabilities and Stockholders’ Deficit

Current Liabilities

Accounts payable and accrued liabilities – related party 50,621 –

Total Current Liabilities 50,621 –

Stockholders’ Deficit

Members’ stock: unlimited shares authorized, without par value1,000 shares issued and outstanding, respectively 1,000 –

Deficit accumulated during the development stage (7,133) –

Total Stockholders’ Deficit (6,133) –

Total Liabilities and Stockholders’ Deficit 44,488 –

(The accompanying notes are an integral part of these financial statements)

3




AMERISURE PHARMACEUTICALS LLC(A Development Stage Company)Statements of Operations(Expressed in US dollars)

Year ended

December 31,2010

$

Year ended

December 31,2009

$

From September 19,2008 (date of inception) to

December 31,2010

$

Revenue – – –

Operating Expenses

General and administrative 6,073 – 6,073

Professional fees 452 – 452

Travel and entertainment 608 – 608

Total Operating Expenses 7,133 – 7,133

Net Loss (7,133) – (7,133)

Net income (loss) per share, basic and diluted (7.13) –

Weighted average shares outstanding 1,000 1,000


4




AMERISURE PHARMACEUTICALS LLC(A Development Stage Company)Statements of Stockholders’ Deficit From September 19, 2008 (date of inception) to December 31, 2010(Expressed in US dollars)

Common Stock DeficitAccumulated

During the

DevelopmentStageShares Value Total

# $ $ $

Balance – September 19, 2008 (Date of Inception) 1,000 – – –

Balance – December 31, 2008 and 2009 1,000 – – –

Contribution for members shares – 1 1,000 – 1,000

Net loss for the year – – (7,133) (7,133)

Balance – December 31, 2010 1,000 1,000 (7,133) (6,133)


5




AMERISURE PHARMACEUTICALS LLC(A Development Stage Company)Statements of Cash Flows(Expressed in US dollars)

Year endedDecember 31,

2010$

Year endedDecember 31,

2009$

Accumulated fromSeptember 19, 2008

(Date of Inception) toDecember 31,

2010$

Operating Activities

Net loss for the period (7,133) – (7,133)

Changes in operating assets and liabilities:

Accounts receivable (43,897) – (43,897)

Accounts payable and accrued liabilities – related party 50,621 – 50,621

Net Cash Used In Operating Activities (409) – (409)

Financing Activities

Proceeds from issuance of members’ shares 1,000 – 1,000

Net Cash Provided by Financing Activities 1,000 – 1,000

Increase in Cash 591 – 591

Cash – Beginning of Period – – –

Cash – End of Period 591 – 591

Supplemental disclosures:

Interest paid – – –

Income tax paid – – –


6




AMERISURE PHARMACEUTICALS LLC(A Development Stage Company)Notes to the Financial StatementsYear ended December 31, 2010(Expressed in US dollars)

1.Nature of Operations and Continuance of Business

Amerisure Pharmaceuticals LLC (the “Company”) was incorporated as a limited liability company in the state of Delaware onSeptember 19, 2008. The Company is in the business of reselling pharmaceutical drugs to third party customers throughout the

United States.

Going Concern

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realizeits assets and discharge its liabilities in the normal course of business. As at December 31, 2010, the Company has a workingcapital deficit of $6,133, and an accumulated deficit of $7,133. The continued operations of the Company are dependent on itsability to generate future cash flows or obtain additional financing. These factors raise substantial doubt about the Company’sability to continue as a going concern. These financial statements do not include any adjustments to the recorded assets orliabilities that might be necessary should the Company be unable to continue as a going concern.

2.Significant Accounting Policies

(a)Basis of Presentation

The financial statements and the related notes of the Company are prepared in accordance with generally accepted accountingprinciples in the United States. The Company’s fiscal year -end is December 31.

(b)Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the United Statesrequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the

recoverability of long-lived assets, valuation of convertible debenture, assumptions used to determine the fair value ofstock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company basesits estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonableunder the circumstances, the results of which form the basis for making judgments about the carrying values of assets andliabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual resultsexperienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there arematerial differences between the estimates and the actual results, future results of operations will be affected.

(c)Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cashequivalents. As at December 31, 2010 and 2009, there were no cash equivalents.

(d)Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentationof both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividingnet income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding(denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during theperiod using the treasury stock method and convertible preferred stock using the if-converted method. In computing dilutedEPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the




exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As aDecember 31, 2010 and 2009, the Company had no potentially dilutive shares.

7





2.Significant Accounting Policies (continued)

(e)Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and itscomponents in the financial statements. As at December 31, 2010 and 2009, the Company had no items representingcomprehensive income or loss.

(f)Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use ofunobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independentobjective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the f airvalue hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizesthe inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets orliabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for theasset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identicalassets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); ormodel-derived valuations in which significant inputs are observable or can be derived principally from, orcorroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that aresignificant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, and accounts payable and accruedliabilities. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs , which consist of quotedprices in active markets for identical assets. We believe that the recorded values of all of our other financial instrumentsapproximate their current fair values because of their nature and respective maturity dates or durations.

(g)Revenue Recognition

The Company plans to recognize revenue from pharmaceutical sales. Revenue will be recognized only when the price ifixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability isassured. Currently, all sales are on behalf of Healthrite Pharmaceuticals, a company controlled by the President and Directorof the Company. Healthrite Pharmaceuticals is a pharmacy and is prohibited from distributing pharmaceuticals across statelines. In accordance with ASC 605-45-45, the Company acts as an agent in the revenue process whereby all sales ofpharmaceutical drugs on behalf of Healthrite Pharmaceuticals are presented on a net basis. Therefore, the Company did norecord any revenues for the years ended December 31, 2010 or 2009.

(h)Accounts Receivable




Accounts receivable are stated at their principal balances and are non-interest bearing and unsecured. Management conducts aperiodic review of the collectability of accounts receivable and deems all unpaid amounts greater than 30 days to be past dueIf uncertainty exists with respect to the recoverability of certain amounts based on historical experience or economic climatemanagement will establish an allowance against the outstanding receivables. At December 31, 2010 and 2009, the Companyrecorded an allowance for doubtful accounts of $nil.

8






(i)Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financialstatements and does not believe that there are any other new accounting pronouncements that have been issued that mighthave a material impact on its financial position or results of operations.

3.Members Shares

On February 11, 2010, the Company issued 1,000 members’ shares to the President of the Company for $1,000.

4.Related Party Transactions

As at December 31, 2010, the Company owed $50,621 (2009 - $nil) to a company controlled by the President and Director of theCompany. The amounts owing are unsecured, non-interest bearing, and due on demand.

5.Concentrations

During the year ended December 31, 2010, 97% (2009 – nil) of sales and 85% (2009 – nil) of accounts receivable are derived fromone customer.

6.Income Taxes

The Company has $7,133 of net operating losses carried forward to offset taxable income in future years which expirecommencing in fiscal 2030. The income tax benefit differs from the amount computed by applying the US federal income tax rate

of 34% to net loss before income taxes for the years ended December 31, 2010 and 2009 as a result of the following:

2010$

2009$

Net loss before taxes (7,133) – Statutory rate 34% –

Computed expected tax recovery 2,425 – Change in valuation allowance (2,425) –

Income tax provision – –

The significant components of deferred income tax assets and liabilities as at December 31, 2010 and 2009 after applying enactedcorporate income tax rates are as follows:

2010$

2009$

Net operating losses carried forward 2,425 –




Total gross deferred income tax assets 2,425 – Valuation allowance (2,425) –

Net deferred tax asset – –

The Company has incurred operating losses of $7,133 which, if unutilized, will begin to expire in 2030. Future tax benefits, whichmay arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuationallowance. As at December 31, 2010 and 2009, the Company has no uncertain tax positions.

9





7.Subsequent Event

On June 14, 2011, the Company entered into an asset acquisition agreement (the “Agreement”) with Global Nutritional ResearchLLC (“GNR”), a limited liability company in Maryland. Under the terms of the Agreement, the Company would acquire all

assets, properties, goodwill, and other rights related to GNR in exchange for assuming all debts currently held by GNR. TheAgreement was formally ratified and signed by the Company and GNR on August 12, 2011.

There were no additional subsequent events through the date of issuance of the audited financial statements.

10




Exhibit 99.2

HEALTHCARE DISTRIBUTION SPECIALISTS INC.(formerly Amerisure Pharmaceuticals LLC)

(A Development Stage Company)Financial Statements

For the Nine Months Ended September 30, 2011 and 2010(unaudited)

Balance Sheets2

Statements of Operations3

Statements of Cash Flows4

Notes to the Financial Statements

5




HEALTHCARE DISTRIBUTION SPECIALISTS INC.(formerly Amerisure Pharmaceuticals LLC)(A Development Stage Company)Consolidated Balance Sheets(expressed in US dollars)(unaudited)

September 30,2011

$

December 31,2010

$

Assets

Current Assets

Cash 39,889 591

Accounts receivable 118,446 43,897

Inventory 39,506 –

Prepaid expenses and deposits 907 –

Total Current Assets 198,748 44,488

Property and equipment 51,136 –

Total Assets 249,884 44,488

Liabilities and Stockholders’ Deficit

Current Liabilities

Accounts payable and accrued liabilities 11,996 –

Line of Credit 140,488 –

Due to related parties 434,601 50,621

Total Current Liabilities 587,085 50,621

Stockholders’ Deficit

Members’ stock: unlimited shares authorized, without par value 1,000 shares issued and outstanding, respectively 1,000 1,000

Additional paid-in capital (99,671) –

Deficit accumulated during the development stage (238,530) (7,133)

Total Stockholders’ Deficit (337,201) (6,133)

Total Liabilities and Stockholders’ Deficit 249,884 44,488





2




HEALTHCARE DISTRIBUTION SPECIALISTS INC.(formerly Amerisure Pharmaceuticals LLC)(A Development Stage Company)Consolidated Statements of Operations(Expressed in US dollars)(unaudited)

For thenine months

endedSeptember 30,

2011$

For thenine months

endedSeptember 30,

2010$

From

September 19,2008 (date of inception) to

September 30,2011

$

Revenue 3,562 – 3,562

Cost of sales 1,044 – 1,044

Gross profit 2,518 – 2,518

Operating Expenses

General and administrative 84,196 3,122 90,269

Professional fees 143,881 318 144,333

Travel and entertainment 5,838 6 6,446

Total Operating Expenses 233,915 3,446 241,048

Net Loss (231,397) (3,446) (238,530)

Net income (loss) per share, basic and diluted (231.40) (3.45)

Weighted average shares outstanding 1,000 1,000


3




HEALTHCARE DISTRIBUTION SPECIALISTS INC.(formerly Amerisure Pharmaceuticals LLC)(A Development Stage Company)Consolidated Statements of Cash Flows(Expressed in US dollars)(unaudited)

For the ninemonths endedSeptember 30,

2011$

For the ninemonths endedSeptember 30,

2010$

Accumulatedfrom

September 19,2008

(Date of Inception) to

September 30,2011

$

Operating Activities

Net loss for the period (231,397) (3,442) (238,530)

Items not involving cash:Depreciation 2,987 – 2,987

Changes in operating assets and liabilities:

Accounts receivable (74,549) (19,175) (118,446)

Inventory 1,044 – 1,044

Prepaid expenses (907) – (907)

Accounts payable and accrued liabilities 9,263 – 9,263

Due to related parties 376,980 22,019 427,601

Net Cash Used In Operating Activities 83,421 (598) 83,012

Investing Activities

Purchase of property and equipment (54,123) – (54,123)

Net Cash Provided by Financing Activities (54,123) – (54,123)

Financing Activities

Proceeds from line of credit 10,000 – 10,000

Proceeds from issuance of members’ shares – 1,000 1,000

Net Cash Provided by Financing Activities 10,000 1,000 11,000

Increase in Cash 39,298 402 39,889

Cash – Beginning of Period 591 – –

Cash – End of Period 39,889 402 39,889




Supplemental disclosures:

Interest paid – – –

Income tax paid – – –

Non-cash investing and financingactivities:

Business combination under commoncontrol 140,221 – 140,221


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HEALTHCARE DISTRIBUTION SPECIALISTS INC.(formerly Amerisure Pharmaceuticals LLC)(A Development Stage Company)Notes to the Consolidated Financial StatementsSeptember 30, 2011(Expressed in US dollars)(unaudited)

1.Nature of Operations and Continuance of Business

Healthcare Distribution Specialists Inc. (the Company) was incorporated as a limited liability company in the state of Delaware onSeptember 19, 2008 under the name Amerisure Pharmaceuticals LLC. During the period ended September 30, 2011, the Companychanged its name to Healthcare Distribution Specialists Inc. The Company is in the business of reselling pharmaceutical drugs tothird party customers throughout the United States. On August 1, 2011, the Company entered into an acquisition agreement withGlobal Nutritional Research, a manufacturer and distributor of the vitamin Clotamin®.

Going Concern

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realizeits assets and discharge its liabilities in the normal course of business. As at September 30, 2011, the Company has a workingcapital deficit of $388,337, and an accumulated deficit of $238,530. The continued operations of the Company are dependent on itsability to generate future cash flows or obtain additional financing. These factors raise substantial doubt about the Company’sability to continue as a going concern. These financial statements do not include any adjustments to the recorded assets orliabilities that might be necessary should the Company be unable to continue as a going concern.

2.Significant Accounting Policies

(a)Basis of Presentation

The consolidated financial statements and the related notes of the Company are prepared in accordance with generallyaccepted accounting principles in the United States. The Company’s fiscal year -end is December 31.

(b)Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverabilityof long-lived assets, valuation of convertible debenture, assumptions used to determine the fair value of stock-basedcompensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimatesand assumptions on current facts, historical experience and various other factors that it believes to be reasonable under thecircumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities andthe accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by theCompany may differ materially and adversely from the Company’s estimates. T o the extent there are material differencesbetween the estimates and the actual results, future results of operations will be affected.

(c)Interim Financial Statements

These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinionof management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly theCompany’s financial position, results of operations and cash flows for the periods shown. The results of operations for suchperiods are not necessarily indicative of the results expected for a full year or for any future period.

(d)Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash




equivalents. As at September 30, 2011 and December 31, 2010, there were no cash equivalents.

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(e)Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentationof both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividingnet income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding(denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during theperiod using the treasury stock method and convertible preferred stock using the if -converted method. In computing dilutedEPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from theexercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As aSeptember 30, 2011 and December 31, 2010, the Company had no potentially dilutive shares.

(f)Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and itscomponents in the financial statements. As at September 30, 2011 and December 31, 2010, the Company had no itemsrepresenting comprehensive income or loss.

(g)Property and Equipment

Property and equipment is comprised of furniture and equipment and leasehold improvements and is amortized on astraight-line basis over an expected useful life of three years and five years, respectively. Maintenance and repairs are chargedto expense as incurred.

(h)Line of Credit

The line of credit is held at a financial institution in the United States, and is secured against personal assets of the Presidenand Director of the Company, due interest at US prime rate plus 1%, and due on demand. As at September 30, 2011, theCompany is in good standing and there are no outstanding debt covenants.

(i)Revenue Recognition

The Company plans to recognize revenue from pharmaceutical sales. Revenue will be recognized only when the price ifixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability isassured. Currently, all sales are on behalf of Healthrite Pharmaceuticals (“Healthrite”), a company controlled by the Presiden

and Director of the Company. Healthrite is a pharmacy and is prohibited from distributing pharmaceuticals across state linesIn accordance with ASC 605-45-45, the Company acts as an agent in the revenue process whereby all sales of pharmaceuticadrugs on behalf of Healthrite are presented on a net basis. Therefore, the Company did not record any revenues for the ninemonths ended September 30, 2011 and for the year ended December 31, 2010 with the exception of Clotamin salessubsequent to the acquisition of GNR on August 1, 2011.

(j)Accounts Receivable

Accounts receivable are stated at their principal balances and are non-interest bearing and unsecured. Management conducts a




periodic review of the collectability of accounts receivable and deems all unpaid amounts greater than 30 days to be past dueIf uncertainty exists with respect to the recoverability of certain amounts based on historical experience or economic climatemanagement will establish an allowance against the outstanding receivables. At September 30, 2011 and December 31, 2010the Company recorded an allowance for doubtful accounts of $nil.

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(k)Inventory

Inventory is comprised of Clotamin and is recorded at the lower of cost or net realizable value on a first in first out (FIFO)basis. The Company establishes inventory reserves for estimated obsolete or unmarketable inventory equal to the differencesbetween the cost of inventory and the estimated realizable value based upon assumptions about future and marketconditions. Shipping and handling costs are classified as a component of cost of sales in the statement of operations.

(l)Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use ofunobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independentobjective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fairvalue hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizesthe inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets orliabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for theasset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identicalassets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or

model-derived valuations in which significant inputs are observable or can be derived principally from, orcorroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that aresignificant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accruedliabilities, line of credit, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recordedvalues of all of our other financial instruments approximate their current fair values because of their nature and respectivematurity dates or durations.

(n)Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financialstatements and does not believe that there are any other new accounting pronouncements that have been issued that mighthave a material impact on its financial position or results of operations.




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3.Business Combination

On August 1, 2011, the Company acquired all the product, rights, trademarks, domains, and licenses related to Clotamin fromGlobal Nutritional Research LLC (“GNR”), a limited liability company incorporated in Maryland for which the President andDirector of the Company holds a 44% interest and the remaining 56% is held by a family member of the President and Director othe Company, in exchange for the assumption of all current liabilities and debt of GNR.The acquisition cost is comprised of:

$

Assets

Inventory 40,550

Liabilities

Accounts payable 2,733

Due to Healthrite 7,000Line of credit 130,488

Net liabilitiesassumed (99,671)

As the acquisition of GNR is considered to be a merger of common control, the net liabilities assumed of $99,671 was recorded aa charge against additional paid-in capital.

4.Property and Equipment

Cost$

AccumulatedDepreciation

$

September 30,2011Net Carrying

Value$

December 31,2010Net Carrying

Value$

Furniture and equipment 19,917 1,000 18,917 – Leasehold improvements 34,206 1,987 32,219 –

54,123 2,987 51,136 –

5.Inventory

September 30,2011

$(unaudited)

December 31,2010

$

Clotamin 39,506 –

39,506 –




6.Line of Credit

As at September 30, 2011, the Company owed $140,488 (December 31, 2010 - $nil) for a line of credit, that is secured against theassets of the Company, bears interest a US prime rate plus 1%, and is due on demand.

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7.Related Party Transactions

(a)As at September 30, 2011, the Company owed $284,501 (December 31, 2010 - $50,621) to a company controlled by thePresident and Director of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(b)As at September 30, 2011, the Company owed $150,100 (December 31, 2010 - $nil) to the President and Director of theCompany. The amounts owing are unsecured, non-interest bearing, and due on demand.

8.Subsequent Events

On February 13, 2012, the Company entered into a share exchange agreement (the “Agreement”) whereby Sunpeaks VenturesCorp. (“Sunpeaks”), a Nevada company listed on the OTC Bulletin Board, acquired a 100% interest of the Company in exchangefor 200,000,000 common shares and 3,000,000 Class A preferred shares of Sunpeaks.

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_____________________________________

Created by Morningstar ®

Document Research℠ http://documentresearch.morningstar.com Source: SUNPEAKS VENTURES, INC., 8-K, February 17, 2012

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