FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wolpow Richard 		2. Issuer Name and Ticker or Trading Symbol

Pharmagen, Inc. [ PHRX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Int. Chief Operating Officer
(Last)          (First)          (Middle)

408 40TH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2014
(Street)

NEWPORT BEACH, CA 92663
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred     (4) 4/1/2014     P      100000         (2)   (3) Common Stock     (4) $1   300000   I   By Bagel Boy Equity Group, II, LLC   (1)

Explanation of Responses:
( 1)  Indicates shares held by Bagel Boy Equity Group, II, LLC, an entity owned and controlled by Richard Wolpow.
( 2)  The shares of Series C Preferred Stock are convertible to shares of Pharmagen, Inc.'s common stock at any time.
( 3)  Shares of Series C Preferred Stock do not have an expiration date.
( 4)  On a fixed conversion basis, the holders of the Series C Convertible Preferred Stock can acquire, upon conversion, 15% of the then outstanding shares of common stock of Pharmagen, Inc. On a variable conversion basis, the Series C Convertible Preferred Stock is convertible into common stock of Pharmagen, Inc. at 33.33% of the lowest five closing bid prices of Pharmagen, Inc.'s common stock during the ten trading days prior to conversion. Bagel Boy Equity Group, II, LLC, owns a total of 300,000 shares of Series C Convertible Preferred Stock, constituting 60% of the possible total class. The holder of the Series C Convertible Preferred Stock has sole authority to decide which conversion formula (fixed versus variable) will be used at the time of each applicable conversion. In no event can any single shareholder convert the Series C Convertible Preferred Stock if it will result in their ownership exceeding 9.99% of Pharmagen, Inc.'s then issued and outstanding shares of common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wolpow Richard
408 40TH STREET
NEWPORT BEACH, CA 92663 		X
Int. Chief Operating Officer

Signatures
/s/ Richard Wolpow 4/3/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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