Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 2 TO
FORM
10-KSB
(Mark
One)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
fiscal year ended December 31, 2007
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For
the
transition period from _________ to ________
Commission
file number 000-32141
NUTRA
PHARMA CORP.
(Name
of
registrant as specified in its charter)
California
|
91-2021600
|
(State
or Other Jurisdiction of
Organization)
|
(IRS
Employer Identification Number)
|
791
Park
of Commerce Boulevard, Suite 300
Boca
Raton, Florida 33487
(Address
of principal executive offices)
(954)
509-0911
(Issuer's
telephone number)
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par
value
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for
such shorter period that the registrant was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90 days.
Yes x
No o
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES o
NO
x
The
registrant's revenues for the fiscal year ended December 31, 2007 were
$0.
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
sold, or the average bid and asked price of such common equity, as of March
31,
2008 is $2,833,294.
As
of
March 31, 2008, there were 166,635,682 shares of common stock issued and
outstanding.
Transitional
Small Business Disclosure Format (Check one): Yes o
No
x
INDEX
Part
I
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Item
8A.
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Controls
and Procedures
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1
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Signatures
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2
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Exhibit
Index
Exhibit
31 - Certification
Exhibit
32 - Certification
PART
I
Nutra
Pharma Corp is referred to herein as “we”, “our” or “us”
EXPLANATORY
NOTE
Form
10-KSB/A
Amendment
#2
On
April
15, 2008, we filed our Form 10-KSB for the year ended December 31, 2007.
On July
21, 2008, we received a comment letter from the Securities and Exchange
Commission’s Division of Corporation Finance (“the Division”) regarding our
internal control over financial reporting. On September 5, 2008, we filed
Amendment Number 1 to our Form 10-KSB. On September 15, 2008, we received
another Division comment letter pertaining to our internal control over
financial reporting disclosure in Amendment Number 1. As a result of this
second
comment letter, we reassessed our internal control over financial reporting,
specifically as to the matters contained below in Section 1, and filed
this
Amendment No. 2 to Form 10-KSB to amend the Company’s Annual Report on Form
10-KSB for the year ended December 31, 2007. Our reassessment is based
on: (a)
our misinterpretation of the matters addressed in July 21, 2008 comment
letter
and conducting a reassessment based on the September 15, 2008 Division
Comment
letter; (b) consultation with our legal counsel; (c) our legal counsel’s
conversation with a Division’s Staff Accountant, who provided guidance regarding
the matters addressed in the September 15, 2008 comment letter; and (d)
our
review of: (i) “Internal Control over Financial Reporting - Guidance for Smaller
Public Companies published by the Committee of Sponsoring Organizations
of the
Treadway Commission (“COSO”); (ii) Internal Control over Financial Reporting -
Guidance for Smaller Public Companies published by COSO; and (iii) various
SEC
releases and SEC interpretative guidance regarding internal control over
financial reporting.
This
Form
10-KSB Amendment #2 amends Item 8A of Part II of the Form 10-KSB and the
Principal Executive Officer and Principal Financial Officer Certifications
under
Item 601(b)(31) of Regulation S-B (the “Amended Items”). In accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the amended items have been amended and restated in their entirety. No
attempt has been made in this Form 10-KSB Amendment #2 to modify or update
other disclosures as presented in the 10-KSB. Additionally,
the exhibit list in Item 13 of Part III has not been updated except the
currently-dated certifications from our Principal Executive Officer, as required
by Rule 12b-15 under the Exchange Act, are filed with this Form 10-KSB Amendment
#2 as Exhibits 31 and 32.
Item
8A. Controls and Procedures
Section
1
Evaluation
of Disclosure Controls and Procedures:
We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e)
and
15d-15(e) under the Exchange Act that are designed to insure that information
required to be disclosed in the reports we file or submit under the Exchange
Act
is recorded, processed, summarized and reported within the periods specified
in
the Securities and Exchange Commission’s rules and forms and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer/Chief Financial Officer, or the persons performing
similar functions, to allow timely decisions regarding required
disclosure.
Under
the
supervision and participation of our Chief Executive Officer/Chief Financial
Officer, or the persons performing similar functions, our management has
evaluated the effectiveness of our disclosure controls and procedures as of
the
end of the period covered by this annual report. Based on that evaluation,
our
Chief Executive Officer/Chief Financial Officer, or the persons performing
similar functions, concluded that our disclosure controls and procedures were
ineffective as of December 31, 2007.
We
have
taken the following initial steps and will continue to take more steps to
strengthen our disclosure controls and
procedures, to evaluate and to remedy deficiencies and to test these
procedures and controls on an ongoing basis.
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1.
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We
are seeking to hire a Chief Financial Officer, or an employee who
will
perform the functions of a Chief Financial Officer, who will strengthen
the disclosure controls and procedures by implementing procedures
that
enhance recording, processing, summarizing and reporting within the
time
periods specified in the Commission’s rules and forms, simplifying certain
accounting procedures, arrange for training of our accounting personnel
that will be beneficial to strengthening our disclosure controls,
expand
our documentation of accounting transactions and related reviews,
improving the timeliness and quality of financial reports to management,
and improving the communications between our accounting/finance department
and all sectors of our business;
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2.
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We
will increase our use of outside advisors to improve our quality
of
disclosure.
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Management’s
Annual Report on Internal Control over Financial
Reporting:
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is the process designed by and under the supervision of our Chief Executive
Officer/Chief Financial Officer, or the persons performing similar functions,
to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external reporting
in accordance with accounting principles generally accepted in the United States
of America. Management has evaluated the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control over Financial Reporting - Guidance for Smaller Public
Companies.
Under
the
supervision and with the participation of our Chief Executive Officer/Chief
Financial Officer. or the persons performing similar functions, our management
has assessed the effectiveness of our internal control over financial reporting
as of December 31, 2007 and concluded that it is effective.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.
Evaluation
of Changes in Internal Control over Financial Reporting:
Under
the
supervision and with the participation of our Chief Executive Officer/Chief
Finanial Officer, or those persons performing similar functions, our management
has evaluated changes in our internal controls over financial reporting that
occurred during the fourth quarter of 2007. Based on that evaluation, our Chief
Executive Officer/Chief Finanial Officer, or those persons performing similar
functions, did not identify any change in our internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Important
Considerations:
The
effectiveness of our disclosure controls and procedures and our internal control
over financial reporting is subject to various inherent limitations, including
cost limitations, judgments used in decision making, assumptions about the
likelihood of future events, the soundness of our systems, the possibility
of
human error, and the risk of fraud. Moreover, projections of any evaluation
of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions and the risk that the degree of
compliance with policies or procedures may deteriorate over time. Because of
these limitations, there can be no assurance that any system of disclosure
controls and procedures or internal control over financial reporting will be
successful in preventing all errors or fraud or in making all material
information known in a timely manner to the appropriate levels of
management.
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.