Nutra Pharma Corp Form 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
( ) TRANSITION REPORT PURSUANT OF SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period _________ to____________
Commission file number: 000-32141
NUTRA PHARMA CORP.
(Exact name of registrant as specified in its charter)
California 91-2021600
(State or other jurisdiction of (IRS Employer I.D. Number)
incorporation or organization)
1829 Corporate Drive, Boynton Beach, FL 33426
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (954) 509-0911
Indicate by check mark whether the registrant (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 [ ]
There were 54,099,457 shares of Common Stock outstanding as of December 20,
2004.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PART 1 FINANCIAL INFORMATION
NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Balance Sheets - Unaudited
September 30,
===============================
2003 2004
============== ==============
As Restated
(See Note B-2)
ASSETS
Current assets:
Cash $ - $ 37,068
-------------- --------------
Total current assets - 37,068
Investment in Infectech, Inc.
(including advances of $46,478) - 1,068,655
Other assets - 31,960
-------------- --------------
$ - $ 1,137,683
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
Current liabilities:
Accounts payable $ - $ 113,837
Accrued expenses 7,000 169,669
Demand loans - stockholders 62,703 -
Convertible loans - 98,000
-------------- --------------
Total current liabilities 69,703 381,506
Commitments and contingencies
Stockholders' equity (capital deficit):
Common stock, $0.001 par value, 2.0 billion shares
authorized, 42,086,328 and 52,629,440 shares
outstanding at September 30, 2003 and 2004
respectively 42,086 52,629
Additional paid-in capital 3,171,322 10,473,551
Deficit accumulated during the development stage (3,283,111) (9,770,003)
-------------- --------------
(69,703) 756,177
-------------- --------------
$ - $ 1,137,683
============== ==============
-------------------------------------------------------------------------------------
See notes to condensed financial statements 1
NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Statements of Operations - Unaudited
For the
Period From
February 1,
2000
(Inception)
Through
Three Months Ended September 30, Nine Months Ended September 30, September 30,
================================ ================================ ===============
2003 2004 2003 2004 2004
=============== =============== =============== =============== ===============
As Restated As Restated
(See Note B-2) (See Note B-2)
Revenue $ - $ - $ - $ - $ -
--------------- --------------- --------------- --------------- ---------------
Costs and expenses:
General and administrative 350,976 585,974 707,119 2,542,623 4,975,866
Research and development - 4,135 - 947,799 947,799
Write-off of advances to potential - - - - 629,000
acquiree
Finance costs - - 786,000 - 786,000
Amortization of license agreement - - - - 155,210
Amortization of intangibles - 188,758 - 549,599 656,732
Losses on settlements - 955,069 229,500 955,069 1,261,284
Write-down of investment in - 620,805 - 620,805 620,805
--------------- --------------- --------------- --------------- ---------------
Infectech, Inc.
Total costs and expenses 350,976 2,354,741 1,722,619 5,615,895 10,032,696
--------------- --------------- --------------- --------------- ---------------
Net loss before provision (benefit)
for income taxes - (2,354,741) - (5,615,895) (10,032,696)
Provision (benefit) for income taxes - (75,503) - (219,840) (262,693)
--------------- ---------------- --------------- ---------------- ---------------
Net loss $ (350,976) $ (2,279,238) $ (1,722,619) $ (5,396,055) $ (9,770,003)
=============== =============== ================ =============== ===============
Loss per common share - basic and $ (0.01) $ (0.04) $ (0.05) $ (0.11)
diluted ======= ======= ======= =======
Weighted average common shares
outstanding 41,868,856 50,683,619 36,322,258 50,099,300
=============== =============== =============== ===============
--------------------------------------------------------------------------------------------------------------------------
See notes to condensed financial statements 2
NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Statements of Changes in Stockholders' Equity (Capital Deficit)
Deficit
Accumulated
Common Stock Additional During the
====================== Paid-in Development
Shares Par Value Capital Stage Total
=========== ========= =========== =========== ===========
Balance - December 31, 2003 47,668,877 47,669 7,814,132 (4,373,948) 3,487,853
Issuance of common stock in exchange
for services ($.59 to $.66 per share) 2,480,000 2,480 1,589,720 - 1,592,200
Cancellation of common stock issued
in connection with rescission of
Acquisition (180,000) (180) 180 - -
Cancellation of common stock issued
in connection with settlement with
third parties (120,000) (120) 120 - -
Issuance of common stock in connection
with acquisition ($.85 per share) 426,275 426 361,908 - 362,334
Net loss - - - (2,577,648) (2,577,648)
----------- --------- ----------- ----------- -----------
Balance - March 31, 2004 - Unaudited 50,275,152 50,275 9,766,060 (6,951,596) 2,864,739
Cancellation of common stock issued
in connection with rescission
of acquisition (4,000) (4) 4 - -
Net loss - - - (539,169) (539,169)
----------- ---------- ----------- ----------- -----------
Balance - June 30, 2004 - Unaudited 50,271,152 50,271 9,766,064 (7,490,765) 2,325,570
Cancellation of common stock issued
in connection with rescission of
Acquisition (15,000) (15) 15 - -
Issuance of common stock in connection
with acquisition ($.85 per share) 293,288 293 249,002 - 249,295
Issuance of common stock in exchange
for services ($.26 to $.30 per share) 1,035,000 1,035 281,865 - 282,900
Issuance of common stock for cash
($0.17 per share) 1,045,000 1,045 176,605 - 177,650
Net loss - - - (2,279,238) (2,279,238)
----------- --------- ----------- ----------- -----------
Balance - September 30, 2004 - Unaudited 52,629,440 $ 52,629 $10,473,551 $(9,770,003) $ 756,177
=========== ========= =========== =========== ===========
----------------------------------------------------------------------------------------------------------
See notes to condensed financial statements 3
NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows - Unaudited
For the
Period From
February 1,
2000
(Inception)
Nine Months Ended Through
September 30, September 30,
============================= =============
2003 2004 2004
============= ============= =============
Cash flows from operating activities:
Net loss $ (1,722,619) $ (5,396,055) $ (9,770,003)
Adjustments to reconcile net loss to net cash
used in operating activities:
Deferred taxes - (219,840) (262,693)
Amortization of intangibles - 549,599 656,732
Amortization of license agreement - - 155,210
Write-off of advances to potential acquiree - - 629,000
Stock-based compensation 637,417 1,875,100 3,983,847
Finance costs in connection with conversion
of stockholder loan into common stock 786,000 - 786,000
Expenses paid by stockholder 69,702 355,000 474,140
Losses on settlements 229,500 955,069 1,261,284
Write-down of investment in Infectech, Inc. - 620,805 620,805
Changes in operating assets and liabilities:
(Increase) decrease in other assets - (31,960) (31,960)
Increase (decrease) in accounts payable - 98,283 123,928
Increase (decrease) in accrued expenses - (102,230) (26,392)
------------ ------------ ------------
Net cash used in operating activities - (1,296,229) (1,400,102)
------------ ------------ ------------
Cash flows from investing activities:
Cash reduction due to deconsolidation of
Infectech - (2,997) (2,997)
Cash acquired in acquisition of Infectech - - 3,004
------------ ------------ ------------
Net cash (used in) provided by investing - (2,997) 7
activities ------------ ------------ ------------
Cash flows from financing activities:
Common stock issued for cash - 177,650 202,650
Proceeds from convertible loans - 73,000 73,000
Loans from stockholders - 1,038,513 1,161,513
------------ ------------ ------------
Net cash provided by financing activities - 1,289,163 1,437,163
------------ ------------ ------------
Net increase (decrease) in cash - (10,063) 37,068
Cash - beginning of period - 47,131 -
------------ ------------ ------------
Cash - end of period $ - $ 37,068 37,068
============ ============ ============
Non-cash investing and financing activities:
Assumption of obligation under license agreement $ 1,750,000
Value of shares issued as consideration in
acquisition of Nutra Pharma, Inc. $ 112,500
Payments of license fee obligation by
stockholder $ 208,550
Conversion of stockholder loan to common stock $ 862,012
Expenses paid by stockholder $ 69,702 $ 355,000 $ 474,140
Loan advances to Bio Therapeutics, Inc. by
stockholder $ 629,000
Value of common stock issued as consideration
in acquisition of Infectech, Inc. $ 611,629 $ 4,438,796
Liabilities assumed in acquisition of
Infectech, Inc. $ 115,586
Cancellation of common stock $ 2,055 319 $ 14,806
Value of common stock issued by stockholder to
third party in connection with settlement $ 229,500 $ 229,500
Value of common stock issued by stockholder to
employee for services rendered $ 75,000
Net deferred taxes recorded in connection with
Acquisition $ 407,753 $ 967,586
Exchange of stockholder loan for convertible
loan $ 25,000 $ 25,000
Settlement of stockholder loan in exchange for
common stock of subsidiary $ 1,384,931 $ 1,384,931
See Note F with respect to stockholder funding
-----------------------------------------------------------------------------------------------
See notes to condensed financial statements 4
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
NOTE A - COMPANY FORMATION AND BASIS OF PRESENTATION
Nutra Pharma Corp., a development stage company ("Nutra Pharma" or "the
Parent"), is a holding company that owns intellectual property and operations in
the biotechnology industry. Nutra Pharma incorporated under the laws of the state
of California on February 1, 2000 under the original name, Exotic-Bird.com.
The unaudited consolidated financial statements include the accounts of Nutra
Pharma and its subsidiary, Receptopharm, Inc. (collectively, the "Company"). All
intercompany transactions and balances have been eliminated in consolidation.
Prior to September 28, 2004, Nutra Pharma owned a majority interest in
Infectech, Inc. On September 28, 2004, the Company transferred 6,000,000 shares
of Infectech, Inc. common stock that it owned to a shareholder of Nutra Pharma
to discharge a $1,384,931 demand loan to such shareholder. After the
transaction, Nutra Pharma owned approximately 29% of Infectech, Inc's
outstanding common shares. As a result, subsequent to September 28, 2004, Nutra
Pharma applies the equity method of accounting to its investment in Infectech,
Inc., and Nutra Pharma's share of Infectech, Inc's earnings or losses are
included in its statement of operations as a single amount, which, for the
periods presented, was not significant. The consolidated statements of
operations for the three-month and nine-month periods ended September 30, 2004
include the results of Infectech, Inc. on a consolidated basis. The consolidated
balance sheet at September 30, 2004 reflects the deconsolidation of Infectech,
Inc. and includes Nutra Pharma's carrying value of its investment in Infectech,
Inc. as a single amount.
At September 30, 2004, Nutra Pharma owns approximately 30% of Receptopharm,
Inc., and is consolidated with the results of Nutra Pharma as Receptopharm is
considered a variable interest entity in which Nutra Pharma absorbs a majority
of its expected losses.
A further description of Nutra Pharma's investments in Infectech, Inc. and
Receptopharm, Inc. is discussed in Notes D, E and F.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has experienced
recurring net losses and at September 30, 2004 has a working capital deficiency
that raise substantial doubt about the Company's ability to continue as a going
concern. Management intends to raise additional equity capital to continue
funding its ongoing operations. If it is not successful in raising additional
equity capital, the Company may seek to borrow additional funds from its
stockholders. However, there can be no assurances that the Company will raise
additional capital or additional loans from its stockholders on terms acceptable
to the Company or at all. The consolidated financial statements do not include
any adjustments relating to the recoverability or classification of recorded
asset amounts or the amount and classification of liabilities that might be
necessary as a result of this uncertainty.
5
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
NOTE B - RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED FINANCIAL STATEMENTS
[1] Restatement of March 31, 2004 and June 30, 2004 condensed financial
statements
The Company is restating its previously issued condensed financial statements
for the three months ended March 31, 2004 and for the period from February 1,
2000 (inception) through March 31, 2004. The Company is also restating its
previously issued condensed financial statements for the three and six months
ended June 30, 2004 and for the period from February 1, 2000 (inception) through
June 30, 2004.
In January 2004, the Company erroneously issued 852,550 shares of its common
stock in exchange for 852,550 shares of Infectech. This exchange was made on a
one (1) for one (1) basis instead of a one (1) for two (2) basis per the
acquisition agreement discussed in Note D herein. On December 20, 2004, the
Company's board of directors adopted a resolution authorizing its transfer agent
to cancel the certificates that were issued in error and to reissue new
certificates representing the correct amount. As a result of this error, the
Company incorrectly accounted for the issuance of common stock in January 2004.
Management has corrected this error as of the date of the original issuance and
will file amended Forms 10-QSB for the periods ending March 31, 2004 and June
30, 2004.
Set forth below is a comparison of the previously reported and restated
condensed statements of operations and condensed balance sheets for the three
months ended March 31, 2004.
For the Period From
February 1, 2000
Three Months Ended (inception) Through
March 31, 2004 March 31, 2004
============================= =============================
Previously Previously
Reported Restated Reported Restated
============= ============= ============= =============
Revenue $ 0 $ 0 $ 0 $ 0
Costs and expenses 2,587,894 2,577,648 6,961,842 6,951,596
------------- ------------- ------------- -------------
Net loss (2,587,894) (2,577,648) (6,961,842) (6,951,596)
Loss per common share
- basic and diluted $ (0.05) $ (0.05)
============= =============
Weighted average shares 49,696,721 49,369,910
outstanding
Balance Sheet Data:
Current assets 265,327 265,327
Patents and other intangibles, 5,405,377 4,818,564
net
Other assets 32,290 32,290
------------- -------------
Total 5,702,994 5,116,181
Current liabilities 1,564,016 1,564,016
Deferred income taxes 922,152 687,426
------------- -------------
Total liabilities 2,486,168 2,251,442
Total stockholders' equity 3,216,826 2,864,739
------------- -------------
Total 5,702,994 5,116,181
6
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
Set forth below is a comparison of the previously reported and restated
condensed statements of operations and condensed balance sheets for the three
and six months ended June 30, 2004.
For the Period From
February 1, 2000
Three Months Ended Six Months Ended (inception) Through
June 30, 2004 June 30, 2004 June 30, 2004
============================= ============================= =============================
Previously Previously Previously
Reported Restated Reported Restated Reported Restated
============= ============= ============= ============= ============= =============
Revenue $ 0 $ 0 $ 0 $ 0 $ 0
Costs and expenses 552,590 539,169 3,140,484 3,116,817 7,514,432 7,490,765
Net loss (552,590) (539,169) (3,140,484) (3,116,817) (7,514,432) (7,490,765)
Loss per common share
- basic and diluted $ (0.01) $ (0.01) $ (0.06) $ (0.06)
============= ============= ============= =============
Weighted average shares 50,699,605 50,269,330 48,681,888 48,518,482
outstanding
Balance Sheet Data:
Current assets 128,021 128,021
Patents and other intangibles, 5,199,945 4,635,499
net
Other assets 28,817 28,817
------------- -------------
Total 5,356,783 4,792,337
Current liabilities 1,852,568 1,852,568
Deferred income taxes 839,979 614,199
------------- -------------
Total liabilities 2,692,547 2,466,767
Total stockholders' equity 2,664,236 2,325,570
------------- -------------
Total 5,356,783 4,792,337
[2] Restatement of September 30, 2003 condensed financial statements
The Company is restating its previously issued condensed financial statements
for the three and nine months ended September 30, 2003 and for the period from
February 1, 2000 (inception) through September 30, 2003. This restatement
relates principally to the accounting treatment applied to stock-based
compensation as charges had not previously been recognized for such stock-based
transactions.
Set forth below is a comparison of the previously reported and restated
condensed statements of operations and condensed balance sheets.
For the Period From
February 1, 2000
Three Months Ended Nine Months Ended (inception) Through
September 30, 2003 September 30, 2003 September 30, 2003
============================= ============================= =============================
Previously Previously Previously
Reported Restated Reported Restated Reported (a) Restated
============= ============= ============= ============= ============= =============
Revenue $ 0 $ 0 $ 0 $ 0 $ 0
Costs and expenses 36,200 350,976 140,022 1,722,619 3,283,111
Net loss (36,200) (350,976) (140,022) (1,722,619) (3,283,111)
Loss per common share
- basic and diluted $ - $ (0.01) $ 0 $ (0.05)
============= ============= ============= =============
Balance Sheet Data:
Current assets 819,327 0
Total assets 819,327 0
Current liabilities 142,422 69,703
Total liabilities 142,422 69,703
Total stockholders' equity
(capital deficit) 676,905 (69,703)
(a) The Company did not present this period in its previously filed Form 10-QSB
for the quarter ended September 30, 2003 and amendments thereto.
7
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
NOTE C - SIGNIFICANT ACCOUNTING POLICIES
[1] Use of estimates:
The accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America which requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expense during the reporting period. Actual results could differ from those
estimates.
[2] Income taxes:
The Company accounts for income taxes in accordance with provisions of Statement
of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes,
which requires the recognition of deferred tax assets and liabilities expected
to be in effect when these balances reverse. Future tax benefits attributable to
temporary differences are recognized to the extent that realization of such
benefits is more likely than not.
With respect to the deconsolidation of Infectech described in Note A, the
remaining carrying value of the net deferred tax liability recorded in
connection with the acquisition of Infectech was netted against intangible
assets.
[3] Loss per share:
Basic and diluted loss per share is computed by dividing net loss by the
weighted average number of common shares outstanding for the period. At
September 30, 2004, the Company has loans that are convertible into 490,000
shares of the Company's common stock. Such securities were not included in the
diluted loss per share computation as the effect would be anti-dilutive.
[4] Intangible assets:
Intangible assets, principally patents, are being amortized on a straight-line
basis over a period of 7 years. Amortization for the three and nine months ended
September 30, 2004 was approximately $189,000 and $550,000.
The intangible assets were recorded in connection with Nutra Pharma's
acquisition of Infectech, Inc., which was treated as a purchase of assets for
accounting purposes. In connection with the September 28, 2004 discharge of a
shareholder loan discussed in Note A, which resulted in a deconsolidation of
Infectech, Inc., Nutra Pharma's carrying value of its investment in Infectech,
Inc. is presented as a single amount. Substantially all of such carrying value
represents intangible assets which will be amortized over their remaining useful
lives and will be included in Nutra Pharma's share of Infectech, Inc.'s earnings
or losses.
See Notes D and F for further information regarding the Company's investment in
Infectech.
NOTE D - ACQUISITION OF INFECTECH, INC.
On September 19, 2003, the Company entered into an agreement ("Acquisition
Agreement") to acquire up to 100% of the issued and outstanding common stock of
Infectech, Inc., a Delaware corporation ("Infectech"). Infectech is a
development stage company based in Sharon, Pennsylvania, which is engaged in the
development of diagnostic test kits used for the rapid identification of
infectious human and animal diseases. Infectech owns patented technologies,
which allow for the rapid detection of disease causing pathogens. Infectech also
owns a patented technology designed for use in the bioremediation of
contaminated soil and water.
The Acquisition Agreement provided for the acquisition by the Company of up to
100% of the issued and outstanding common stock of Infectech, through an
exchange of one (1) share of the Company's common stock for every two (2) shares
of Infectech common stock. The Company has recorded the acquisition of Infectech
as the purchase of assets, principally patents and other intangibles. The value
of the Company's common shares issued in connection with this transaction is
$0.85, which was the market value of the Company's common stock on September 22,
2003, the date the terms of the acquisition were agreed to and announced.
8
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
Through December 31, 2003, the Company issued an aggregate of 4,502,549 shares
of its common stock in exchange for 9,005,098 shares of Infectech. This initial
exchange resulted in the Company owning approximately 58% of the issued and
outstanding common stock of Infectech. During the nine months ended September
30, 2004, the Company issued an additional 719,563 shares of its common stock in
exchange for 1,439,126 shares of Infectech. These issuances increased the
Company's ownership of Infectech from 58% to 67%. After giving effect to the
transfer of 6,000,000 shares of Infectech to satisfy the discharge of a
shareholder loan in the amount of $1,384,931, as more fully described in Notes A
and F, the Company owned a total of 4,444,224 shares or 29% of the issued and
outstanding common stock of Infectech at September 30, 2004.
NOTE E - ACQUISITION OF RECEPTOPHARM, INC.
On December 12, 2003, the Company entered into an acquisition agreement (the
"Agreement"), whereby it agreed to acquire a 49.5% interest in Receptopharm,
Inc. ("Receptopharm"), a privately held biopharmaceutical company based in Ft.
Lauderdale, Florida. Receptopharm is a development stage company engaged in the
research and development of proprietary therapeutic proteins for the treatment
of several chronic viral, autoimmune and neuro-degenerative diseases.
The closing of this transaction was subject to the approval of Receptopharm's
board of directors, which was obtained on February 20, 2004. Pursuant to the
Agreement, the Company is acquiring 49.5% of Receptopharm's common equity for
$2,000,000 in cash. Receptopharm intends to use such funds to further research
and development, which could significantly impact future results of operations.
The Company is purchasing its 49.5% ownership interest in a series of
installments. At September 30, 2004, the Company had funded an aggregate of
$1,000,000 to Receptopharm under the Agreement. Subsequent to September 30, 2004
and through December 10, 2004, the Company funded an additional $250,000 to
Receptopharm, which increased the Company's ownership of Receptopharm to
approximately 32%.
Under the terms of the Agreement, the Company was required to complete the
entire $2,000,000 funding on October 1, 2004. The Company is currently in
discussions with Receptopharm regarding a modification to the Agreement to
provide for a new payment schedule for the remaining $750,000 that the Company
is required to pay to Receptopharm.
For accounting purposes, the Company is treating its capital investment in
Receptopharm as a vehicle for research and development. Because the Company is
solely providing financial support to further the research and development of
Receptopharm's potential drug candidates, such amounts are being charged to
expense as incurred by Receptopharm since Receptopharm presently has no ability
to fund these activities. In these circumstances, Receptopharm is considered a
variable interest entity and has been consolidated.
NOTE F - SETTLEMENT OF DEMAND LOAN - STOCKHOLDER
From inception to May 2004, the Company funded its ongoing operational costs
through unsecured, non-interest bearing, demand loans from certain of its
shareholders, which included loans from the Company's former Chairman of the
Board, Zirk Engelbrecht. At June 30, 2004, the balance on the loan due to Mr.
Engelbrecht was $1,384,931. On August 1, 2004, Mr. Engelbrecht assigned the loan
to Opus International, LLC, a company that Mr. Engelbrecht claims is controlled
by his wife, Marcy Engelbrecht. On or about August 9, 2004, a Managing Member of
Opus International, LLC made a formal demand for repayment of the loan in the
amount of $1,384,931.
On September 28, 2004, the Company entered into a settlement agreement with Opus
International, which provided for the following terms:
o The transfer of 6,000,000 shares of Infectech common stock owned by the
Company to Opus International, in full and fair settlement of the
outstanding debt owed to Opus International;
o Upon the transfer of the Infectech shares to Opus International, any and
all outstanding debt that the Company owed to Opus International was deemed
discharged and the Company was released from any and all liability
regarding the debt; and
o The Company accepted the resignation of Mitchell Felder and David C.
McClelland as directors.
9
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
Prior to the settlement, the Company held 10,444,224 shares or 67% of the issued
and outstanding shares of Infectech. Subsequent to the transfer of the 6,000,000
Infectech shares to Opus International, the Company held 4,444,224 shares or 29%
of the issued and outstanding shares of Infectech. Accordingly, the Company no
longer has a majority controlling interest in Infectech. In connection with the
settlement, the Company recorded a loss of $955,069, representing the difference
between the Company's carrying value per share of the Infectech common stock and
the value of the Infectech common stock ascribed in the settlement ($0.23 per
share). In addition, the Company wrote down the carrying value of its remaining
investment in Infectech to reflect the value ascribed in the settlement ($0.23
per share), which resulted in an additional charge to operations of $620,805.
NOTE G - CONVERTIBLE LOANS
In June and July 2004, the Company received total proceeds of $98,000 from seven
(7) investors. At the expiration of 90 days, each of the seven investors had the
option of: (a) being repaid the amount of their investment together with 15%
interest; (b) converting their investment into shares of the Company's common
stock at the price of $0.20 per share, or (c) converting their investment into
shares of common stock of Infectech, Inc at the price $0.10 per share. Upon the
expiration of the 90-day term, each investor opted to convert their investment
into Infectech shares. The Company arranged for a former Infectech
officer/director, Robert Ollar, to deliver his own shares of Infectech common
stock to the seven investors in full satisfaction of the $98,000 that the
investors had lent to the Company. These shares did not have a restrictive
legend on the certificates. In exchange for Robert Ollar using his 1,590,133
shares of Infectech, the Company issued him 595,067 shares of its common stock
on November 18, 2004. Because there may not have been an available exemption
from the registration requirements of Section 5 of the Securities Act of 1933,
as amended, in connection with the Company's offer and sale of the purportedly
unrestricted Infectech shares to these persons, the Company may have violated
the registration provisions of the federal securities laws; accordingly, each
investor may be entitled to rescission of their investment and the Company may
be subject to regulatory actions regarding the offers and sales.
NOTE H - STOCKHOLDERS' EQUITY
On August 4, 2004, the Company received and cancelled 15,000 shares of common
stock previously issued in connection with the rescission of the NPI Agreement.
During the quarter ended September 30, 2004, the Company sold 1,045,000 shares
of restricted common stock at $.17 per share and received proceeds of $177,650.
During the quarter ended September 30, 2004, the Company issued a total of
1,035,000 shares of restricted common stock to various individuals and companies
in exchange for services rendered. These issuances were made at various times
throughout the quarter. The Company recorded stock-based compensation expense of
$282,900 to reflect the fair market value of the common stock issued. Fair
market value was based on the closing price of the Company's common stock on the
date of each grant, which ranged from $0.26 to $0.30.
During the quarter ended September 30, 2004, the Company issued a total of
293,288 shares of restricted common stock in connection with its acquisition of
Infectech, Inc., which was valued at $0.85 per share for a total of $249,295.
This issuance was made in connection with the September 19, 2003 Acquisition
Agreement between the Company and Infectech, Inc.
See Note I-2 for additional issuances of common stock.
10
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
NOTE I - SUBSEQUENT EVENTS
[1] Letter of Intent to Acquire Portage BioMed LLC
On October 28, 2004, the Company entered into a non-binding letter of intent to
acquire 100% of the issued and outstanding common stock of Portage BioMed LLC, a
biotechnology research company. The proposed terms reflected in the non-binding
letter of intent are: (i) beginning on November 1, 2004, the Company will pay
$40,000 per month to Portage BioMed for working capital, until such time that
Portage BioMed generates sufficient cash flow to sustain its operations; (ii)
the Company will issue an aggregate of 1,000,000 shares of its restricted
common stock to Portage BioMed's four members in exchange for their shares of
Portage BioMed; (iii) the Company will also issue an aggregate of 550,000 shares
of its restricted common stock to Portage BioMed's four members for four
consecutive quarters commencing six months from the closing date of the
transaction and upon the completion of certain agreed upon quarterly milestones;
and (iv) Rik J. Deitsch, the Company's Chief Executive Officer, will be
appointed to Portage BioMed's Board of Directors and one current Portage BioMed
Director will be appointed as a Director of the Company.
As of December 17, 2004 the Company has made payments totaling $20,000 to
Portage BioMed in connection with the letter of intent.
As of December 17, 2004, the Company has not entered into a definitive agreement
with Portage BioMed.
[2] Investment in XenaCare LLC
On November 1, 2004, the Company completed an agreement with XenaCare LLC, a
healthcare management company engaged in the business of manufacturing and
distributing non-prescription pharmaceuticals to physician's offices. This
agreement provides that the Company make an investment of up to $250,000 in 15
Site of Cares physician locations to be managed by XenaCare.
As of December 17, 2004, the Company has made payments totaling $50,000 to
XenaCare in connection with this agreement.
[3] Convertible Loans with Registration Rights
In accordance with the terms of completed Subscription Agreements, the Company
received total proceeds of $206,750 from four (4) investors on November 2, 2004.
These agreements provide that upon the expiration of a 6 month term from the
date of execution, each of the four investors has the option of: (a) being
repaid the amount of their investment together with 15% interest per annum; (b)
converting their investment into shares of the Company's common stock at a
conversion price of $0.17 per share up to an aggregate of 1,217,942, if all four
investors convert; or (c) converting their investment into a number of shares of
common stock of the Company equal to the sum of the principal and accrued
interest on the note, divided by the conversion price equal to the price which
is 35% below (i) the average of the last reported sales prices for the shares of
Common Stock on the NASDAQ National Market, the American Stock Exchange, the
NASDAQ Small Cap Market or the Over-the-Counter Bulletin Board for the 5 trading
days immediately prior to such date or (ii) if there has been no sales on any
such market on any applicable day, the average of the highest bid and lowest ask
prices on such market at the end of any applicable day, or (iii) if the market
value cannot be calculated as of such date on any of the foregoing bases, the
Market Price will be at the fair market value as reasonably determined in good
faith by our Board of Directors.
Each investor has piggyback registration rights that require the Company to
register any shares held by them if the Company voluntarily file a registration
statement. Additionally, should an investor decide to convert their investment
into shares of common stock, the Company is required to file a registration
statement with the Securities and Exchange Commission to register the investor's
common stock. Should the Company fail to file the registration statement
immediately upon the investor's conversion, the Company is required to issue to
each investor, penalty shares of 5,000 shares of common stock per week for every
week the registration statement is not filed.
11
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
[4] Additional Issuances of Common Stock
On October 18, 2004, the Company issued a total of 52,025 shares of restricted
common stock in connection with its acquisition of Infectech, Inc., which was
valued at $0.85 per share for a total of $44,241. This issuance was made in
connection with the September 19, 2003 Acquisition Agreement between the Company
and Infectech, Inc.
On October 18, 2004, the Company issued a total of 439,200 shares of restricted
common stock to one individual and one company in exchange for services
rendered. The consulting services were rendered as of September 30, 2004 and
accordingly the Company recorded consulting expense of $158,112 at September
30, 2004 to reflect the fair market value of the common stock issued. Fair
market value was based on the closing price of the Company's common stock on the
date of the grant, which was $0.36.
On November 1, 2004, the Company sold 160,000 shares of restricted common stock
at $0.17 per share and received proceeds of $27,200. Also on November 1, 2004,
the Company sold 80,000 shares of restricted common stock at $0.25 per share and
received proceeds of $20,000.
On November 5, 2004, the Company issued 100,000 shares of restricted common
stock to an individual in return for consulting services in connection with an
investor relations agreement. The restricted shares were valued at $0.40 per
share, which was the closing price on the date of the grant.
On November 18, 2004, the Company issued a total of 3,950 shares of restricted
common stock in connection with its acquisition of Infectech, Inc., which was
valued at $0.85 per share for a total of $3,358. This issuance was made in
connection with the September 19, 2003 Acquisition Agreement between the Company
and Infectech, Inc.
On November 18, 2004, the Company issued a total of 595,067 shares of restricted
common stock to an individual in exchange for the satisfaction and full release
of a $98,000 loan made to the Company [See Note G].
12
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of
Operations
Forward-Looking Statements
The following discussion and analysis contains forward-looking statements and
should be read in conjunction with our financial statements and related notes.
For purposes of this Plan of Operations, Nutra Pharma Corp. is referred to
herein as "we," "us," or "our." This discussion and analysis contains
forward-looking statements based on our current expectations, assumptions,
estimates and projections overview. The words or phrases "believe," "expect,"
"may," "should," "anticipates" or similar expressions are intended to identify
"forward-looking statements". Actual results could differ materially from those
projected in the forward-looking statements as a result of the following risks
and uncertainties, including: (a) we have experienced recurring net losses and a
working capital deficiency which raises substantial doubt about our ability to
continue as a going concern; (b) our history of losses makes it difficult to
evaluate our current and future business and our future financial results; (c)
our continued operations are dependent upon obtaining equity or other financing
and should we be unable to obtain such financing, we will be unable to continue
our operations; (d) our inability to retain and attract key personnel could
adversely affect our business; (e) we are subject to substantial Federal Drug
Administration and other regulations and related costs which may adversely
affect our operations; (f) a market for our potential products may never
develop; (g) if we fail to adequately protect our patents, we may be unable to
proceed with development of potential drug products; (h) we are dependent upon
patents, licenses and other proprietary rights from third parties; should we
lose such rights our operations will be negatively affected; (h) we may be
unable to compete against our competitors in the medical device and
biopharmaceutical markets since our competitors have superior financial and
technical resources than we do; (i) issuance of shares of our common stock to
consultants has during this reporting quarter and may in the future have a
dilutive effect on the value of our common stock and may negatively effect the
trading price of our common stock; (j) our Plan of Operations has been
substantially delayed due to lack of financing; (k) our management decisions are
made by our Chief Executive Officer, Rik Deitsch; if we lose his services, our
operations will be negatively impacted; (l) we have entered into acquisition
agreements which were later rescinded, which has delayed and otherwise
negatively affected our operations; (m) we are subject to a substantial funding
commitment of $750,000 due to Receptopharm in connection with the Receptopharm
acquisition agreement and should we fail to meet this commitment, we may lose
our ownership interest in Receptopharm and a substantial part of our Plan of
Operations; (n) we no longer have a controlling ownership or management interest
in Infectech, Inc., which previously constituted a substantial part of our Plan
of Operations and a possible revenue source; and (o) as noted under Part II,
Item 2 and in Note G to our financial statements, we may have violated the
registration provisions of the federal securities laws, which may entitle six
(6) of our investors to rescission rights, and otherwise may subject us to
regulatory actions.
RECENT DEVELOPMENTS
Portage BioMed Letter of Intent and Related Funding
On October 28, 2004, we entered into a non-binding Letter of Intent with Portage
BioMed LLC, an Ohio Limited Liability Corporation, which is a biotechnology
research company. The Letter of Intent provides that subject to the completion
of a definitive acquisition agreement, we will purchase 100% of Portage BioMed's
common stock from its members, and Portage BioMed will become our wholly owned
subsidiary. The proposed terms reflected in the Non-Binding Letter of Intent
are:
13
o Beginning on November 1, 2004, we will pay $40,000 per month to Portage
BioMed for working capital, until Portage BioMed generates sufficient cash
flow to financially sustain its operations;
o We will issue an aggregate of 1,000,000 shares of our common stock to
Portage BioMed's four (4) members in exchange for their shares of Portage
BioMed;
o We will also issue an aggregate of 550,000 shares of our common stock to
Portage BioMed's four (4) members for four consecutive quarters, commencing
six months from the closing date of the transaction and upon the completion
of certain to be agreed upon quarterly milestones; and
o Rik J. Deitsch, our Chief Executive Officer, will be appointed to Portage
BioMed's Board of Directors and one current Portage BioMed Director will be
appointed to our Board of Directors.
To date, we have made the following payments to Portage BioMed in connection
with this Letter of Intent: (a) $10,000 on November 4, 2004; and (b) $10,000 on
November 12, 2004.
Xenacare Agreement and Related Funding
On November 1, 2004, we completed an agreement with XenaCare LLC, a Delaware
Limited Liability Corporation, which provides (among other things that are more
fully explained under Part II, Item 5 of this Form 10QSB), that we will make an
investment of up to $250,000 in 15 Site of Care physician locations that will be
managed by XenaCare. To date, we have made the following payments totaling
$50,000 to XenaCare in connection with this agreement: (a) $10,000 on October
25, 2004; (b) $15,000 on November 5, 2004; (c) $10,000 on November 12, 2004; (d)
$10,000 on November 19, 2004; and (e) $5,000 on November 30, 2004.
Convertible Loans with Registration Rights
In accordance with the terms of completed Subscription Agreements, we received
total proceeds of $206,750 from four (4) investors on November 2, 2004. These
agreements provide that upon the expiration of a 6 month term from the date of
these agreements, each of the four investors has the option of: (a) being repaid
the amount of their investment with 15% interest per annum; (b) converting their
investment into shares of our common stock at a conversion price of $0.17 per
share, up to an aggregate of 1,217,942 shares if all four investors exercise
their conversion rights; or (c) converting their investment into a number of
shares of common stock equal to the sum of the principal and accrued interest on
the note, divided by the conversion price equal to the price which is 35% below
(i) the average of the last reported sales prices for the shares of Common Stock
on the NASDAQ National Market, the American Stock Exchange, the NASDAQ Small Cap
Market or the Over-the-Counter Bulletin Board for the 5 trading days immediately
prior to such date or (ii) if there has been no sales on any such market on any
applicable day, the average of the highest bid and lowest ask prices on such
market at the end of any applicable day, or (iii) if the market value cannot be
calculated as of such date on any of the foregoing bases, the Market Price will
be at the fair market value as reasonably determined in good faith by our Board
of Directors.
Each investor has piggyback registration rights that require us to register any
shares held by them if we voluntarily file a registration statement.
Additionally, should an investor decide to convert an investment into shares of
our common stock, we are also required to file a registration statement with the
Securities and Exchange Commission to register the investor's common stock.
Should we fail to file the registration statement immediately upon the
investor's conversion to our shares, we are required to issue to each investor,
penalty shares of 5,000 shares of our common stock per week for every week the
registration statement is not filed.
14
Other Convertible Loans
In June and July 2004, we received total proceeds of $98,000 from seven (7)
investors, who had the right to be repaid in our shares of common stock or
shares of common stock of our subsidiary, Infectech, Inc., or be paid 15%
interest on a 90-day note. Each investor elected to receive shares of Infectech
stock, which was paid by an Infectech shareholder. Our offers and sales of the
Infectech shares may have violated the registration provisions of the federal
securities laws. For a detailed explanation of this matter, please see Part II,
Item 2, "Changes in Securities".
Eno Research and Development, Inc. Agreement
On November 24, 2004, we completed an agreement with Eno Research and
Development, in which Eno Research will attempt to validate Portage BioMed's
technology. The terms of this agreement are detailed under Part II, Item 5.
Opus International, LLC Settlement - No Further Controlling Interest in
Infectech
From our inception to May 2004, we funded our ongoing operational costs through
unsecured, non-interest bearing, demand loans from certain of our shareholders,
which included loans from our former Chairman of the Board, Zirk Engelbrecht. As
of our last reporting quarter, June 30, 2004, the balance on the loan due to Mr.
Engelbrecht was $1,384,931. On August 1, 2004, Mr. Engelbrecht assigned the loan
to Opus International, LLC, a company that Mr. Engelbrecht claims is controlled
by his wife, Marcy Engelbrecht. On or about August 9, 2004, a Managing Member of
Opus International, LLC made a formal demand for repayment of the loan made to
us in the amount of $1,384,931. On September 28, 2004, we entered into a
settlement agreement with Opus International, which provided for the following
terms:
o We transfer 6,000,000 shares of Infectech common stock owned by us to Opus
International, in full and fair settlement of the outstanding debt owed to
Opus International;
o Upon the transfer of the Infectech shares to Opus International, any and
all outstanding debt that we owe to Opus International will be deemed
discharged and we will be released from any and all liability regarding
that debt; and
o We will accept the resignation of Mitchell Felder and David C. McClelland
as directors.
Prior to the settlement, we held 10,444,224 or 67% of Infectech's issued shares;
after the transfer of the 6,000,000 Infectech shares to Opus International, we
held 4,444,224 shares or 29% of Infectech's issued shares. Accordingly, we no
longer have a majority controlling interest in Infectech. Additionally, we no
longer have a management role in Infectech.
PLAN OF OPERATIONS
We anticipate that our total estimated cash requirements for the next 12 months,
pending adequate financing, will include: (a) $370,000 pertaining directly to
our own operations; (b) funding of $750,000 for Receptopharm; and (c) $200,000
pertaining to our investment in Xenacare.
15
Specifically, our planned expenditures pertaining to (a) and (b) are:
OUR DIRECT EXPENDITURES
Type Expenditure Total Expenditure Monthly Expenditure
--------------------- ----------------- -------------------
Salaries* $ 165,000 $ 13,750
--------------------- ----------------- -------------------
Travel related
expenses for our
Chief Executive
Officer pertaining
to research and due
diligence $ 40,000 $ 3,333
--------------------- ----------------- -------------------
Professional
Fees -Legal
and Accounting $ 165,000 $ 13,750
--------------------- ----------------- -------------------
Total $ 370,000 $ 30,833
* Salaries include the following: (a) Chief Executive Officer - $130,000; and
(b) Administrative Assistant - $35,000
FUNDING OF RECEPTOPHARM, INC.
Type Expenditure Total Expenditure Monthly Expenditure
--------------------- ----------------- -------------------
Operating Expenses
(Rent, supplies,
utilities) $ 100,000 $ 8,333
--------------------- ----------------- -------------------
Salaries
(CEO, President,
Chief Science
Officer, and
Administrative
Assistant) $ 200,000 $ 16,667
--------------------- ----------------- -------------------
Pre-Clinical
Related Consulting $ 80,000 $ 6,666
--------------------- ----------------- -------------------
Clinical Studies
(HIV, MS, AMN) $ 370,000 $ 30,833
--------------------- ----------------- -------------------
Total: $ 750,000 $ 62,500
16
FUNDING OF XENACARE
Type Expenditure Total Expenditure Monthly Expenditure
--------------------- ----------------- -------------------
Funding of Site of
Cares $ 200,000 $ 16,666
OUR TWELVE-MONTH PLAN OF OPERATIONS PENDING ADEQUATE FINANCING
We intend to accomplish the following regarding our Plan of Operations over the
next twelve months.
Receptopharm
Pre-Clinical Related Consulting
Throughout our Plan of Operations, we plan to conduct pre-clinical consulting
with various companies that we have agreements with pertaining to Receptopharm's
HIV and Multiple Sclerosis (MS) drugs, which will consist of the following:
o MS Drug under Development - Microarray analysis is the study of the gene
expression of cells. Histoculture is the study of the entire cellular
environment. We plan to conduct microarray and histoculture studies and
related analysis of the cells of Multiple Sclerosis patients' to ascertain
the how certain drugs affect the cells of these patients. We plan to
conduct these studies through our agreement with Eno Research and
Development, a clinical research organization; and
o HIV Drug under Development - Viral isolates are common mutations of HIV. We
plan to conduct these studies through our agreement with Receptopharm.
Receptopharm, has an agreement with the University of California, San
Diego, to study the effect of Receptopharm's drug under development on
different viral isolates to determine the drug's efficacy in mutated forms
of the HIV virus.
Clinical Studies
Adrenomyeloneuropathy (AMN)
Adrenomyeloneuropathy (AMN) is a genetic disorder that affects the central
nervous system. The disease causes neurological disability that is slowly
progressive over several decades. Throughout our twelve month Plan of Operations
and for 6 months thereafter, Receptopharm plans to conduct clinical studies of
its Adrenomyeloneuropathy (AMN) drug, which is currently under development. We
have an agreement with the Charles Dent Metabolic Unit located in London,
England to conduct a clinical study that consists of:
o Recruitment of 20 patients with AMN;
o Administering the Receptopharm's AMN drug under development; and
o Monitoring patients throughout an 18-month protocol.
The clinical study is classified as a Phase III study and is the final step
required for regulatory approval of the drug.
HIV and MS
Receptopharm also plans to conduct clinical studies of its HIV and MS drugs
under development. These "Phase II" studies will either prove or disprove the
preliminary efficacy of Receptopharms's HIV/MS drugs under development.
Receptopharm will seek to secure agreements with third parties to conduct such
clinical studies.
17
Liquidity and Capital Resources
Our independent registered public accounting firm has issued a going concern
opinion on our audited financial statements for the fiscal year ended December
31, 2003 since we have experienced recurring net losses and at December 31,
2003, a working capital deficiency. Further, as stated in Note A to our
condensed consolidated financial statements included herein, we have experienced
recurring net losses, and at September 30, 2004 we have a working capital
deficiency that raises substantial doubt about our ability to continue as a
going concern.
We have estimated expenses of $1,320,000 pertaining to our twelve month Plan of
Operations or $110,000 of monthly expenditures. Based upon our current cash
position at September 30, 2004 as well as our current outstanding obligations,
we have insufficient funds to conduct our operations for even one month.
We intend to satisfy our estimated cash requirements of $1,320,000 for our
twelve month Plan of Operations pending adequate financing through a private
placement of our equity securities or, if necessary, possibly through
shareholder loans or traditional bank financing or a debt offering; however,
because we are a development stage company with a limited operating history and
a poor financial condition, we may be unsuccessful in obtaining shareholder
loans, conducting a private placement of equity or debt securities, or in
obtaining bank financing. In addition, if we only have nominal funds by which to
conduct our operations, we may have to curtail our research and development
activities, which will negatively impact development of our possible products.
We have no alternative Plan of Operations. In the event that we do not obtain
adequate financing to complete our Plan of Operations or if we do not adequately
implement an alternative plan of operations that enables us to conduct
operations without having received adequate financing, we may have to liquidate
our business and undertake any or all of the following actions:
o Sell or dispose of our assets, if any;
o Pay our liabilities in order of priority, if we have available cash to pay
such liabilities;
o If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal to the
net market value of our net assets;
o File a Certificate of Dissolution with the State of California to dissolve
our corporation and close our business;
o Make the appropriate filings with the Securities and Exchange Commission so
that we will no longer be required to file periodic and other required
reports with the Securities and Exchange Commission, if, in fact, we are a
reporting company at that time; and
o Make the appropriate filings with the National Association of Security
Dealers to affect a delisting of our common stock, if, in fact, our common
stock is trading on the Over-the-Counter Bulletin Board at that time.
Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders. If we have any liabilities that we are
unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code,
we may voluntarily file for reorganization under Chapter 11 or liquidation under
Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy
action against us. If our creditors or we file for Chapter 7 or Chapter 11
bankruptcy, our creditors will take priority over our shareholders. If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any.
We do not know and cannot determine which, if any, of these actions we will be
forced to take.
18
If any of these foregoing events occur, you could lose your entire investment in
our shares.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this Quarterly Report on Form 10-QSB, we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out by our sole executive officer Rik
Deitsch, who is our chief executive officer and chief financial officer, and a
member of our board of directors. Based upon his evaluation, Mr. Deitsch
concluded that our disclosure controls and procedures are effective. However,
Mr. Deitsch did recommend to the board of directors that the Company should seek
to hire an experienced chief financial officer, which would improve the review
process of our controls and procedures.
There have been no changes in our system of internal control over financial
reporting in connection with the evaluation by our principal executive officer
and principal financial officer during our fiscal quarter ended September 30,
2004 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
In June and July 2004, we received total proceeds of $98,000 from seven (7)
investors. At the expiration of 90 days, each of the seven investors had the
option of (a) being repaid the amount of their investment with 15% interest, (b)
converting their investment amount into shares of either: (i) our common stock
at the price of $0.20 per share, or (ii) shares of Infectech common stock at the
price $0.10 per share. Upon the expiration of the 90-day term in November 2004,
each investor opted to receive Infectech shares. We arranged for a former
Infectech officer/director/shareholder, Robert Ollar, to deliver his own shares
of Infectech common stock to the seven investors in full satisfaction of the
$98,000 that the investors had lent to us. These shares did not have a
restrictive legend on the certificates. In exchange for Robert Ollar using his
1,590,133 shares of Infectech we issued him 595,067 shares of our common stock
on November 18, 2004.
Because there may not have been an available exemption from the registration
requirements of Section 5 of the Securities Act of 1933, as amended ("the Act")
in connection with our offer and sale of the purportedly unrestricted Infectech
shares to these persons, we may have violated the registration provisions of the
federal securities laws; accordingly, each investor may be entitled to
rescission of their investment and the Company may be subject to regulatory
actions regarding the offers and sales.
In connection with the September 19, 2003 Acquisition Agreement between us and
Infectech, Inc., on September 2, 2004 we issued a total of 293,288 shares of our
restricted common stock, valued at $0.85 per share or an aggregate of $249,295,
in exchange for 586,576 shares of Infectech, Inc from the following Infectech
shareholders. These 293,288 shares were issued to the following individuals: (a)
9,013 shares to John P. Demas, Dr; (b) 6,850 shares to Mark P. Zuppo; (c) 12,500
shares to Leslie Borg; (d) 3,925 shares to John Rudy; (e) 5,000 shares to Jana
Robbins; (f) 3,500 shares to Jay Brick; (g) 25,000 shares to Nancy Doinenfield;
19
(h) 125,000 shares to Brenda Greer; (i)1,250 shares to James Bailey, Jr.; (j)
15,000 shares to Kevin T. McKnight; (k) 20,750 shares to David Sokol; (l) 10,000
shares to Beverly Beshore; (m) 25,000 shares to Rebecca Rottier; (n) 1,000
shares to Lorraine D. Gabler; (o) 25,000 shares to Martin Horowitz; and (p)
4,500 shares to Amy Perrell. We relied upon Section 4(2) of the Act for the
issuances of these shares. We believed Section 4(2) was available because:
o We are not and were not a blank check company at the time of the offer or
sale;
o All investors were people with business experience and accredited investors
as defined by Rule 501 of Regulation D of the Act;
o All offers and sales of the investment were made privately and no party
engaged in any general solicitation or advertising of the proposed
investment;
o Each investor had a preexisting social, personal or business relationship
with us and members of our management;
o Investors were provided with all information sufficient to allow them to
make an informed investment decision;
o Each investor had have the opportunity to inspect our books and records and
to verify statements made to induce them to invest;
o Certificates representing the investment were issued with a restrictive
legend indicating the securities represented by the certificate have not
been registered; and
o No party received any transaction-based compensation such as commissions in
regard to locating any investor for the venture.
On September 3, 2004, we issued 50,000 shares of our common stock to William R.
Woods in return for due diligence related consulting services that Mr. Woods
rendered to us. The restricted shares were valued at $0.26 per share or an
aggregate of $13,000. We relied upon Section 4(2) of the Act. We believed
Section 4(2) was available because the offer and sale did not involve a public
offering. We had a pre-existing relationship with Mr. Woods as our consultant.
On September 3, 2004, we issued 120,000 shares of our common stock to Patrick F.
Anglim in return for due diligence related consulting services in connection
with an agreement with Anglim Prevention Healthcare. The restricted shares were
valued at $0.26 per share or an aggregate of $31,200. We relied upon Section
4(2) of the Act. We believed Section 4(2) was available because the offer and
sale did not involve a public offering. We had a pre-existing relationship with
Mr. Anglim as our consultant.
On September 3, 2004, we issued 25,000 shares of our common stock to Wade Jordan
in return for due diligence related consulting services that Mr. Jordan rendered
to us. The restricted shares were valued at $0.26 per share or an aggregate of
$6,500. We relied upon Section 4(2) of the Act. We believed Section 4(2) was
available because the offer and sale did not involve a public offering. We had a
pre-existing relationship with Mr. Jordan as our consultant.
On September 3, 2004, we issued 25,000 shares of our common stock to John Dana
in return for due diligence related consulting services that Mr. Dana rendered
to us in connection with an agreement with Anglim Prevention Healthcare. The
restricted shares were valued at $0.26 per share or an aggregate of $6,500. We
relied upon Section 4(2) of the Act. We believed Section 4(2) was available
because the offer and sale did not involve a public offering. We had a
pre-existing relationship with Mr. Dana as our consultant.
On September 3, 2004, we issued 105,000 shares of our common stock to Michael
Isserman in return for due diligence related consulting services that Mr.
Isserman rendered to us. The restricted shares were valued at $0.26 per share or
an aggregate of $27,300. We relied upon Section 4(2) of the Act. We believed
Section 4(2) was available because the offer and sale did not involve a public
offering. We had a pre-existing relationship with Mr. Isserman as our
consultant.
20
On September 3, 2004, we issued 15,000 shares of our common stock to Roth
Enterprises, a Nevada corporation, in return for consulting services provided to
us involving medical device marketing analysis. The restricted shares were
valued at $0.26 per share or an aggregate of $3,900. We relied upon Section 4(2)
of the Act. We believed Section 4(2) was available because the offer and sale
did not involve a public offering. We had a pre-existing relationship with Neil
Roth who is the sole officer, director and shareholder of Roth Enterprises, and
who provided consulting services to us on behalf of Roth Enterprises.
On September 3, 2004, we issued 20,000 shares of our common stock to Ronald A
Thomson in return for due diligence related consulting services that Mr. Thomson
rendered to us. The restricted shares were valued at $0.26 per share or an
aggregate of $5,200. We relied upon Section 4(2) of the Act. We believed Section
4(2) was available because the offer and sale did not involve a public offering.
We had a pre-existing relationship with Mr. Thomson as our consultant.
On September 3, 2004, we issued 20,000 shares of our common stock to Aleksander
J Rupik in return for due diligence related consulting services that Mr. Rupik
rendered to us. The restricted shares were valued at $0.26 per share or an
aggregate of $5,200. We relied upon Section 4(2) of the Act. We believed Section
4(2) was available because the offer and sale did not involve a public offering.
We had a pre-existing relationship with Mr. Rupik as our consultant.
On September 3, 2004, we issued 90,000 shares of our common stock to Tan Poh
Huat in return for due diligence related consulting services that Mr. Huat
rendered to us. The restricted shares were valued at $0.26 per share or an
aggregate of $23,400. We relied upon Section 4(2) of the Act. We believed
Section 4(2) was available because the offer and sale did not involve a public
offering. We had a pre-existing relationship with Mr. Huat as our consultant.
On September 3, 2004, we issued 15,000 shares of our common stock to David M
Isserman in return for consulting services pertaining to website design that Mr.
Isserman rendered to us. The restricted shares were valued at $0.26 per share or
an aggregate of $3,900. We relied upon Section 4(2) of the Act. We believed
Section 4(2) was available because the offer and sale did not involve a public
offering. We had a pre-existing relationship with Mr. Isserman as our
consultant.
On September 3, 2004, we issued 15,000 shares of our common stock to Steven
Wilson in return for consulting services pertaining to medical device marketing
analysis that Mr. Wilson rendered to us. The restricted shares were valued at
$0.26 per share or an aggregate of $3,900. We relied upon Section 4(2) of the
Act. We believed Section 4(2) was available because the offer and sale did not
involve a public offering. We had a pre-existing relationship with Mr. Wilson as
our consultant.
On September 3, 2004, we issued 5,000 shares of our common stock to Bruce
Bradley in return for consulting services pertaining to data collection in HIV
trials that Mr. Bradley rendered to us. The restricted shares were valued at
$0.26 per share or an aggregate of $1,300. We relied upon Section 4(2) of the
Act. We believed Section 4(2) was available because the offer and sale did not
involve a public offering. We had a pre-existing relationship with Mr. Bradley
as our consultant.
21
On September 3, 2004, we issued 10,000 shares of our common stock to Joseph
Michael Lucas II in return for consulting services pertaining to website
marketing that Mr. Lucas rendered to us. The restricted shares were valued at
$0.26 per share or an aggregate of $2,600.
On September 3, 2004, we issued 175,000 shares of our common stock to Cynthia
Kraskow in return for consulting services pertaining to pharmaceutical marketing
analysis that Ms. Kraskow rendered to us. The restricted shares were valued at
$0.26 per share or an aggregate of $45,500. We relied upon Section 4(2) of the
Act. We believed Section 4(2) was available because the offer and sale did not
involve a public offering. We had a pre-existing relationship with Mr. Lucas as
our consultant.
On September 22, 2004, we sold 1,045,000 shares of our common stock at $0.17 per
share or an aggregate of $177,650 to the following six investors: (a) Rashni
Kassett; (b) Dennis Lillie; (c) Michael Peters; (d) Frederick Terens; (e) Brad
Unverferth; and (f) Jason Unverferth. We relied upon Section 4(2) of the
Securities Act of 1933, as amended ("the Act") for the issuances of these
shares. We believed Section 4(2) was available because:
o We are not and were not a blank check company at the time of the offer or
sale;
o All investors were people with business experience and accredited investors
as defined by Rule 501 of Regulation D of the Act;
o All offers and sales of the investment were made privately and no party
engaged in any general solicitation or advertising of the proposed
investment;
o Each investor had a preexisting social, personal or business relationship
with us and members of our management;
o Investors were provided with all information sufficient to allow them to
make an informed investment decision;
o Each investor had have the opportunity to inspect our books and records and
to verify statements made to induce them to invest;
o Certificates representing the investment were issued with a restrictive
legend indicating the securities represented by the certificate have not
been registered; and
o No party received any transaction based compensation such as commissions in
regard to locating any investor for the venture.
On September 22, 2004, we issued 100,000 shares of our common stock to Nina
Goldstein in return for consulting services pertaining to pharmaceutical
marketing analysis that Ms. Goldstein rendered to us. The restricted shares were
valued at $0.30 per share or an aggregate of $30,000. We believed Section 4(2)
was available because the offer and sale did not involve a public offering. We
had a pre-existing relationship with Ms. Goldstein as our consultant.
On September 22, 2004, we issued 36,000 shares of our common stock to Titor
Associates, a Florida corporation owned and controlled by James Moyles in return
for consulting services pertaining to real estate and bioremediation analysis
that Titor Associates rendered to us. The restricted shares were valued at $0.30
per share or an aggregate of $10,800. We relied upon Section 4(2) of the Act. We
believed Section 4(2) was available because the offer and sale did not involve a
public offering. We had a pre-existing relationship with Mr. Moyles as our
consultant.
On September 22, 2004, we issued 34,000 shares of our common stock to FFBC
Retirement Plan in return for consulting services pertaining to bioremediation
marketing that FFBC rendered to us. FFBC is a Florida corporation owned and
controlled by James Moyles. The restricted shares were valued at $0.30 per share
or an aggregate of $10,200. We relied upon Section 4(2) of the Act. We believed
Section 4(2) was available because the offer and sale did not involve a public
offering. We had a pre-existing relationship with Mr. Moyles as our consultant.
22
On September 22, 2004, we issued 25,000 shares of our common stock to Diane G
Kercher in return for consulting services pertaining to possible acquisitions
that Ms. Kercher rendered to us. The restricted shares were valued at $0.30 per
share or an aggregate of $7,500. We relied upon Section 4(2) of the Act. We
believed Section 4(2) was available because the offer and sale did not involve a
public offering. We had a pre-existing relationship with Mr. Kercher as our
consultant.
On September 22, 2004, we issued 150,000 shares of our common stock to Michael J
Isserman in return for consulting services pertaining to pharmaceutical sales &
marketing that Mr. Isserman rendered to us. The restricted shares were valued at
$0.30 per share or an aggregate of $45,000. We relied upon Section 4(2) of the
Act. We believed Section 4(2) was available because the offer and sale did not
involve a public offering. We had a pre-existing relationship with Mr.Isserman
as our consultant.
In connection with a September 19, 2003 Acquisition Agreement between us and
Infectech, Inc., on October 18, 2004 we issued a total of 52,025 shares of our
common stock, valued at $0.85 per share or an aggregate of $44,221, in exchange
for 104,050 shares of Infectech, Inc. These 52,025 shares were issued to the
following individuals: (a) 1,500 shares to Andrew A. and Dolores Mignanelli; (b)
30,625 shares to William E. and Rose M. Brest; (c) 1,400 shares to Kenneth E.
Weary; (d) 5,000 shares to Ann L. and James Von Lossberg; (e) 1,250 shares to
Robert Hudock; and 12,250 shares to Martin Gabler. We believed Section 4(2) was
available because:
o We are not and were not a blank check company at the time of the offer or
sale;
o All investors were people with business experience and accredited investors
as defined by Rule 501 of Regulation D of the Act;
o All offers and sales of the investment were made privately and no party
engaged in any general solicitation or advertising of the proposed
investment;
o Each investor had a preexisting social, personal or business relationship
with us and members of our management;
o Investors were provided with all information sufficient to allow them to
make an informed investment decision;
o Each investor had have the opportunity to inspect our books and records and
to verify statements made to induce them to invest;
o Certificates representing the investment were issued with a restrictive
legend indicating the securities represented by the certificate have not
been registered; and
o No party received any transaction based compensation such as commissions in
regard to locating any investor for the venture.
On October 18, 2004, we issued 15,000 shares of our common stock to David M
Isserman in return for consulting services pertaining to website design that Mr.
Isserman rendered to us. The restricted shares were valued at $0.36 per share or
an aggregate of $5,400. We believed Section 4(2) was available because the offer
and sale did not involve a public offering. We had a pre-existing relationship
with Mr.Isserman as our consultant.
On October 18, 2004, we issued 424,200 shares of our common stock to Structured
Management, a Nevada corporation owned and controlled by Shon Conine, in return
for consulting services pertaining to business operations and due diligence for
potential acquisitions that Structured Management rendered to us. The restricted
shares were valued at $0.36 per share or an aggregate of $152,712. We believed
Section 4(2) was available because the offer and sale did not involve a public
offering. We had a pre-existing relationship with Mr. Conine who rendered
consulting services to us on behalf of Structured Management.
23
On November 1, 2004, we sold 160,000 shares of our common stock at $0.17 per
share or an aggregate of $27,200 to the following two investors: (a) Rashni
Kassett; and (b) Mark Zack. We relied upon Section 4(2) of the Securities Act of
1933, as amended ("the Act") for the issuances of these shares. We believed
Section 4(2) was available because:
o We are not and were not a blank check company at the time of the offer or
sale;
o All investors were people with business experience and accredited investors
as defined by Rule 501 of Regulation D of the Act;
o All offers and sales of the investment were made privately and no party
engaged in any general solicitation or advertising of the proposed
investment;
o Each investor had a preexisting social, personal or business relationship
with us and members of our management;
o Investors were provided with all information sufficient to allow them to
make an informed investment decision;
o Each investor had have the opportunity to inspect our books and records and
to verify statements made to induce them to invest;
o Certificates representing the investment were issued with a restrictive
legend indicating the securities represented by the certificate have not
been registered; and
o No party received any transaction based compensation such as commissions in
regard to locating any investor for the venture.
On November 1, 2004, we sold 80,000 shares of our common stock at $0.25 per
share or an aggregate of $20,000 to the following two investors: (a) Mike
Bannister; and (b) Dean Nunneley. We relied upon Section 4(2) of the Securities
Act of 1933, as amended ("the Act") for the issuances of these shares. We
believed Section 4(2) was available because:
o We are not and were not a blank check company at the time of the offer or
sale;
o All investors were people with business experience and accredited investors
as defined by Rule 501 of Regulation D of the Act;
o All offers and sales of the investment were made privately and no party
engaged in any general solicitation or advertising of the proposed
investment;
o Each investor had a preexisting social, personal or business relationship
with us and members of our management;
o Investors were provided with all information sufficient to allow them to
make an informed investment decision;
o Each investor had have the opportunity to inspect our books and records and
to verify statements made to induce them to invest;
o Certificates representing the investment were issued with a restrictive
legend indicating the securities represented by the certificate have not
been registered; and
o No party received any transaction based compensation such as commissions in
regard to locating any investor for the venture.
On November 5, 2004, we issued 100,000 shares of our common stock to Kevin Leigh
in return for consulting services in connection with an investor relations
agreement with Investor-Gate.com. The restricted shares were valued at $0.40 per
share or an aggregate of $40,000.
24
In connection with a September 19, 2003 Acquisition Agreement between us and
Infectech, Inc., on November 18, 2004 we issued a total of 3,950 shares of our
common stock, valued at $0.85 per share or an aggregate of $3,358, in exchange
for 7,900 shares of Infectech, Inc. We relied upon Section 4(2) of the
Securities Act of 1933, as amended ("the Act") for the issuances of these
shares. We believed Section 4(2) was available because:
o We are not and were not a blank check company at the time of the offer or
sale;
o All investors were people with business experience and accredited investors
as defined by Rule 501 of Regulation D of the Act;
o All offers and sales of the investment were made privately and no party
engaged in any general solicitation or advertising of the proposed
investment;
o Each investor had a preexisting social, personal or business relationship
with us and members of our management;
o Investors were provided with all information sufficient to allow them to
make an informed investment decision;
o Each investor had have the opportunity to inspect our books and records and
to verify statements made to induce them to invest;
o Certificates representing the investment were issued with a restrictive
legend indicating the securities represented by the certificate have not
been registered; and
o No party received any transaction based compensation such as commissions in
regard to locating any investor for the venture.
The 3,950 shares were issued as follows: (a) 2,950 shares were issued to
Ladybird Futures; (b) 1,000 shares were issued to Martin Gabler.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Completed Agreements
Agreement with Eno Research and Development, Inc.
On November 24, 2004, we completed an agreement with Eno Research and
Development in which Eno Research, for a one-year period, agrees to conduct
research on Portage BioMed's drug delivery technology. In return for these
services, we agreed to pay Eno Research: (a) $32,000 for Phase I of this study,
which we paid on November 24, 2004; and (b) $35,000 for Phase II of the study.
Agreement with XenaCare
On November 1, 2004, we completed an agreement with XenaCare LLC, a healthcare
management services and product company that engages in the business of
manufacturing and distributing non-prescription pharmaceuticals to physician's
offices. This agreement provides that we will make an investment of up to
$250,000 in 15 Site of Cares physician location to be managed by XenaCare.
25
This agreement provides that we will invest $16,668 in each Site of Care, which
will be managed by XenaCare, which is identified in the agreement as the
"Manager". The agreement further provide that any returns on our investment will
be used to purchase additional investments in site cares, until such time that
we provide written notice that we will receive returns directly rather than
invest in further site cares.
Agreement with Investor-Gate.com
On October 8, 2004, we completed an agreement with Investor-Gate.com to provide
us with certain investor relations and financial communication services,
including: (a) distribution of financial and general press releases; (b) if
needed, drafting of a corporate profile for distribution to our shareholders and
the public; (c) profiling us and providing links to our website hosted by
Investor-Gate.com's financial website; (d) handling new and existing investors
through personal contact via phone, fax and computer; (e) setting up broker
presentations utilizing a variety of shows funded by us; and (f) introducing us
to the financial brokerage community and investors. In return for these
services, we agree to pay 100,000 shares of our restricted stock, which we
issued to Investor-Gate.com's Chief Executive Officer on November 5, 2004.
Collateralized Stock/Possible Change in Control
As we previously disclosed in our 10-QSB for the period ending June 30, 2004,
during late June 2004, we received copies of correspondence from our former
corporate counsel addressed to our transfer agent in which our former corporate
counsel issued a Rule 144 opinion regarding a certain stock certificate
representing Opus International's ownership of 11,692,556 shares of our common
stock. In that correspondence, our former corporate and securities counsel
represented that "he is the attorney for Nutra Pharma Corp and Opus
International, LLC" and that Credito Antigiano Bank (an Italy based financial
institution) "has requested our opinion with respect to whether it may publicly
sell without registration the above referenced stock certificate" representing
11,692,556 shares. Our Chief Executive Officer instructed our transfer agent not
to issue the share certificate to Credito Antigiano Bank.
Although it appeared at the time of our discovery of this matter that the stock
certificate had been pledged as collateral with Credito Antigiano Bank, our
former corporate counsel claims that on or about December 1, 2002 this stock
certificate was rather pledged as collateral with Clarisco Stiftung, a
Switzerland-based Company, in connection with a $2.5 million loan made by that
Switzerland Company to Opus International, LLC. Because these shares since March
20, 2002 have represented approximately 22 to 23% of our outstanding shares of
common stock, this is a greater share percentage than any of our other
shareholders, and the risk of loss of those shares upon a loan default, would
result in a change in control to that Swiss company. Alternatively, if the
Switzerland based company assigned the loan to the Italy based financial
institution, the risk of loss of those shares upon a loan default, would result
in a change in control to that Italy based financial institution. Although we
have made preliminary inquires regarding these matters and received verbal
representations from Zirk Engelbrecht on behalf of Opus International, we have
not received sufficient documentation to verify representations made to us by
Zirk Engelbrecht. Accordingly, we plan to investigate these matters further in
an attempt to determine the status of these shares and whether such a change in
control would occur in the event of a loan default, and what foreign financial
institution would assume control over the shares.
26
Item 6. Exhibits
The following exhibits are filed herewith or are incorporated by reference
to exhibits previously filed with the SEC:
3.1 Certificate of Incorporation dated February 1, 2000 (i)
3.2 Certificate of Amendment to Articles of Incorporation dated July 5,
2000 (i)
3.3 Certificate of Amendment to Articles of Incorporation dated October
31, 2001 (ix)
3.4 Bylaws of the Company (i)
4.1 Form of Stock Certificate (i)
5.1 Opinion of Kenneth Eade, Attorney at Law on SB-2 Registration (i)
5.2 Opinion of Kenneth Eade, Attorney at Law on issuance of stock under
plan and consent dated December 4, 2003 (vi)
6 Specimen of Stock Certificate (i)
10.1 Acquisition Agreement between Cyber Vitamin.com and Desert Corporate
Services dated November 26, 2001 (ii)
10.2 Share Exchange Agreement between Nutra Pharma Corp. and Nutra Pharma,
Inc. dated November 26, 2001 (ii)
10.3 Joint Venture Agreement between Nutra Pharma Corp. and Terra Bio
Pharma dated January 29, 2002 (iii)
10.4 Definitive Agreement for Exchange of Common Stock dated August 20,
2002 by and among Nutra Pharma Corp. and Bio Therapeutics, Inc. (iii)
10.5 Closing Agreement for the Exchange of Common Stock dated August 20,
2002 by and between Nutra Pharma Corp. and Bio Therapeutics, Inc. (iv)
10.6 Amendment to Closing Agreement for the Exchange of Common Stock dated
September 27, 2002 (v)
10.7 Acquisition Agreement dated September 19, 2003 between Nutra Pharma
Corp. and Infectech, Inc. (vi)
10.8 Acquisition Agreement between Nutra Pharma Corp. and Receptopharm,
Inc. dated February 20, 2004 (vii)
10.9 Settlement Agreement dated September 28, 2004 between Opus
International, LLC
10.10 Agreement with XenaCare
10.11 Agreement with Eno Research and Development, Inc.
10.12 Agreement with Investor-Gate.com
14.1 Code of Ethics of the Company (x)
20.1 Rescission, Settlement and Release Agreement between George Minto and
Zirk Engelbrecht (viii)
20.2 Offer to Purchase for Cash up to 2,000,000 shares of Nutra Pharma
Corp. for $.80 cash per share (viii)
20.3 License Agreement dated October 3, 2003 between Biotherapeutics, Inc.
and Nutra Pharma Corp. (ix)
20.4 Addendum to license Agreement dated October 3, 2003 between
Biotherapeutics, Inc. and Nutra Pharma Corp. (ix)
23.1 Independent Accountants Consent (ix)
31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
27
----------------
(i) Incorporated by reference to the Company's Registration Statement on Form
SB-2/A (Registration No. 33-44398) filed on April 6, 2001 (the "Registration
Statement").
(ii) Incorporated by reference to the Company's Current Report on Form 8K, filed
December 26, 2001
(iii) Incorporated by reference to the Company's Current Report on Form 8K,
filed February 28, 2002
(iv) Incorporated by reference to the Company's Current Report on Form 8K, filed
September 9, 2002
(v) Incorporated by reference to the Company's Current Report on Form 8K, filed
October 31, 2002
(vi) Incorporated by reference to the Company's Current Report on Form 8K, filed
October 20, 2003
(vii) Incorporated by reference to the Company's Current Report on Form 8K,
filed March 8, 2004
(viii) Incorporated by reference to the Company's Current Report on Form 8K,
filed November 5, 2002
(ix) Incorporated by reference to the Company's Report on Form 10-KSB, filed
April 20, 2004
(x) Incorporated by reference to the Company's Report on Form 10-KSB/A, filed
May 7, 2004
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NUTRA PHARMA CORP.
/s/ Rik J. Deitsch
Rik J. Deitsch, Chairman, President
Chief Executive Officer and Chief Financial Officer
Dated: December 21, 2004