Form 10-QSB/A Nutra Pharma Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 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 50,275,152 shares of Common Stock outstanding as of March 31, 2004.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART I FINANCIAL INFORMATION
NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Balance Sheets - Unaudited
March 31,
---------------------------
2003 2004
------------ ------------
As Restated
(See Note B)
ASSETS
Current assets:
Cash $ - $ 265,327
------------ ------------
Total current assets - 265,327
Patents and other intangibles, net - 4,818,564
Other assets - 32,290
------------ ------------
$ - $ 5,116,181
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
Current liabilities:
Accounts payable $ - $ 196,874
Accrued expenses - 212,968
Demand loan - stockholder 881,625 1,154,174
------------ ------------
Total current liabilities 881,625 1,564,016
Deferred income taxes - 687,426
------------ ------------
Total liabilities 881,625 2,251,442
------------ ------------
Commitments and contingencies
Stockholders' equity (capital deficit):
Common stock, $0.001 par value, 2.0 billion shares
authorized, 32,272,000 and 50,275,152
shares outstanding at March 31, 2003 and 2004
respectively 32,273 50,275
Additional paid-in capital 1,135,158 9,766,060
Deficit accumulated during the development stage (2,049,056) (6,951,596)
------------ ------------
(881,625) 2,864,739
------------ ------------
$ - $ 5,116,181
------------ ------------
See notes to financial statements 1
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NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Statements of Operations - Unaudited
For the
Period From
February 1,
2000
(Inception)
Quarter Ended March 31, Through
-------------------------- March 31,
2003 2004 2004
------------ ------------ ------------
As Restated
(See Note B)
Revenue $ - $ - $ -
------------ ------------ ------------
Costs and expenses:
General and administrative 259,063 1,732,488 4,165,731
Research and development - 738,495 738,495
Write-off of advances to potential acquiree - - 629,000
Finance costs - - 786,000
Amortization of license agreement - - 155,210
Amortization of intangibles - 177,775 284,908
Losses on settlements 229,500 - 306,215
------------ ------------ ------------
Total costs and expenses 488,563 2,648,758 7,065,559
------------ ------------ ------------
Net loss before provision (benefit) for
income taxes - (2,648,758) (7,065,559)
Provision (benefit) for income taxes - (71,110) (113,963)
------------ ------------ ------------
Net loss $ (488,563) $ (2,577,648) $ (6,951,596)
------------ ------------ ------------
Loss per common share - basic and diluted $ (0.02) $ (0.05)
------------ ------------
Weighted average common shares
outstanding 32,534,222 49,369,910
------------ ------------
See notes to financial statements 2
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NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Capital Deficit) - Unaudited
Deficit
Accumulated
Additional During the
Common Stock 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 426,275 426 361,908 - 362,334
share)
Net loss - - - (2,577,648) (2,577,648)
---------- --------- ---------- ----------- -----------
Balance - March 31, 2004 50,275,152 $ 50,275 $9,766,060 $(6,951,596) $ 2,864,739
---------- --------- ---------- ----------- -----------
See notes to financial statements 3
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NUTRA PHARMA CORP.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows - Unaudited
For the
Period From
February 1,
2000
(Inception)
Through
Quarter Ended March 31, March 31,
2003 2004 2004
------------ ------------ ------------
Cash flows from operating activities:
Net loss $ (488,563) $ (2,577,648) $ (6,951,596)
------------ ------------ ------------
Adjustments to reconcile net loss to net
cash used in operating activities:
Deferred taxes - (71,110) (113,963)
Amortization of intangibles - 177,775 284,908
Amortization of license agreement - - 155,210
Write-off of advances to potential acquiree - - 629,000
Stock-based compensation 239,450 1,592,200 3,700,947
Finance costs in connection with conversion
of stockholder loan into common stock - - 786,000
Expenses paid by stockholder 19,613 355,000 474,140
Losses on settlements 229,500 - 306,215
Changes in operating assets and
liabilities:
(Increase) decrease in other assets - (32,290) (32,290)
Increase (decrease) in accounts payable - 55,643 81,288
Increase (decrease) in accrued expenses - 137,130 212,968
------------ ------------ ------------
Net cash used in operating activities - (363,300) (467,173)
------------ ------------ ------------
Cash flows from investing activities:
Cash acquired in acquisition of Infectech - - 3,004
------------ ------------ ------------
Net cash provided by investing activities - - 3,004
------------ ------------ ------------
Cash flows from financing activities:
Common stock issued for cash - - 25,000
Loan from stockholder - 581,496 704,496
------------ ------------ ------------
Net cash provided by financing activities - 581,496 729,496
------------ ------------ ------------
Net increase in cash - 218,196 265,327
Cash - beginning of period - 47,131 -
------------ ------------ ------------
Cash - end of period $ - $ 265,327 $ 265,327
------------ ------------ ------------
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 $ 19,613 $ 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. $ 362,334 $ 4,189,501
Liabilities assumed in acquisition of
Infectech, Inc. $ 115,586
Cancellation of common stock $ 1,055 $ 180 $ 14,667
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 $ 241,556 $ 801,389
See Note F with respect to stockholder funding
See notes to financial statements 4
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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. The Company incorporated under the laws of the state of
California on February 1, 2000 under the original name of Exotic-Bird.com. In
October 2001, the Company changed its name to Nutra Pharma Corp.
The unaudited consolidated financial statements include the accounts Nutra
Pharma and its subsidiaries Infectech, Inc., and ReceptoPharm, Inc.
(collectively "the Company"). At March 31, 2004, the Company owned approximately
63% of Infectech, Inc. (see Note D) and 29% of ReceptoPharm, Inc. (see Note E).
All intercompany transactions and balances have been eliminated in
consolidation.
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 March 31, 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.
NOTE B - RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED FINANCIAL STATEMENTS
[1] Restatement of March 31, 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.
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. In January 2004, the Company
sent correspondence to those shareholders that had been issued the 852,550
shares in error, requesting that they return the certificates representing the
shares issued in error to the Company for cancellation and in their stead
receive new certificates reflecting the correct share amount. 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 share amount. The transfer
agent refused to cancel the certificates issued in error, stating that they
required physical possession of the certificates to effect cancellation;
however, the transfer agent suggested that while we were still attempting to
obtain the certificates issued in error from these shareholders, that we should
issue stop transfer instructions to the transfer agent regarding those
certificates, which we did in January 2005. As a result of the error, the
Company incorrectly accounted for the issuance of common stock in January 2004.
Management has corrected this error by accounting for the issuance of 426,275
shares, which is the number of shares that should have been issued in the one
for two exchange in connection with the Infectech agreement.
[2] Restatement of March 31, 2003 condensed financial statements:
The Company is restating its previously issued condensed financial statements
for the three months ended March 31, 2003 and for the period from February 1,
2000 (inception) through March 31, 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
Quarter Ended (inception) Through
March 31, 2003 March 31, 2003
---------------------- -----------------------
Previously Previously
Reported Restated Reported Restated
---------- ---------- ---------- -----------
Revenue $ 0 $ 0 $ 0 $ 0
Costs and expenses 0 488,563 97,033 (2,049,055)
Net (loss) income 0 (488,563) (97,033) (2,049,055)
(Loss) income per common
share - basic and diluted 0 (0.02)
Current assets 872,327 0
Total assets 872,327 0
Current liabilities 917,410 881,625
Total liabilities 917,410 881,625
Total stockholders' equity
(capital deficit) (45,083) (881,625)
5
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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. Such estimates were used in the preliminary
allocation of asset valuations in connection with the Infectech, Inc.
acquisition. 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. The Company does not file a consolidated
federal return with Infectech, Inc., its majority-owned subsidiary.
[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. The Company
has no securities exercisable or convertible into common stock.
[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 months ended March
31, 2004 amounted to $177,775. Annual amortization amounts to approximately
$800,000.
NOTE D - ACQUISITION OF INFECTECH, INC.
On September 19, 2003, the Company entered into an 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 provides 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. On October 31, 2003, the Company issued 4,502,549
shares of its common stock in exchange for 9,005,098 shares of Infectech common
stock owed by the officers, directors and affiliates of Infectech. This initial
exchange resulted in the Company owning 58% of the issued and outstanding stock
of Infectech.
In January 2004, the Company issued an additional 426,275 shares of its common
stock in exchange for 852,550 share of Infectech common stock, which increased
the Company's ownership of Infectech to 63%. (See Note B[1])
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 $4,189,501. The market
value of the Company's common stock was based on the closing price of $0.85 on
September 22, 2003, the date the terms of the acquisition were agreed to and
announced.
In December 2003, two of the former principal stockholders of Infectech became
directors of the Company.
6
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NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
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 the board of
directors of ReceptoPharm, which was obtained on February 20, 2004. Pursuant to
the Agreement, the Company is acquiring 49.5% of the common equity of
ReceptoPharm for $2,000,000 in cash. Management 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 closing on February 20, 2004, the Company had funded a total of
$500,000 of the $2,000,000. As of March 31, 2004, the Company had funded an
aggregate of $800,000. The $800,000 paid to ReceptoPharm was funded by demand
loans from a stockholder of the Company of which the stockholder paid a total of
$355,000 directly to ReceptoPharm and loaned $445,000 to the Company, which it
in turn advanced to ReceptoPharm. The Company is required to complete the
remaining $1,200,000 funding obligation by October 1, 2004. At March 31, 2004,
the Company owns approximately 29% of the issued and outstanding common stock of
ReceptoPharm.
Subsequent to March 31, 2004, the Company funded an additional $100,000 to
ReceptoPharm which increased the Company's ownership percentage to approximately
31%.
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. During the quarter ended
March 31, 2004, the Company recognized research and development expenses of
$738,495 in connection with its investment and ReceptoPharm's underlying
activities.
NOTE F - DEMAND LOAN - STOCKHOLDER
Since its inception, the Company has not generated any revenues. The Company has
funded its ongoing operational costs through loans from a stockholder. This
stockholder is a former officer and director of the Company. The loans are
non-interest bearing and are payable on demand. At March 31, 2004, the Company
owed the stockholder $1,154,174.
NOTE G - STOCKHOLDERS' EQUITY
In the fourth quarter of 2003, the Company issued a total of 4,502,549 shares of
common stock in connection with its acquisition of Infectech, Inc., which was
valued at $3,827,167. In January 2004, the Company issued an additional 426,275
shares of common stock which was valued at $362,334. (See Note B[1])
In January 2004, the Company issued 2,480,000 of common stock to various
consultants in exchange for services rendered. These issuances were made
pursuant to the Company's Employee/Consultant Stock Compensation Plan. The
Company recorded stock-based compensation expense of $1,592,200 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.
During the quarter ended March 31, 2004, the Company received and cancelled
180,000 shares of common stock in connection with the rescission of the NPI
Agreement. The Company also received and cancelled an aggregate of 120,000
shares of its common stock in connection with settlements made between the
Company and two third parties.
7
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NUTRA PHARMA CORP.
(A Development Stage Company)
Forward-Looking Statements
The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Form 10-QSB.
This Quarterly Report on Form 10-QSB, including "Plan of Operations" in Item 2,
contains forward-looking statements that involve risks and uncertainties, as
well as assumptions that, if they never materialize or prove incorrect, could
cause the results of Nutra Pharma Corp. and its consolidated subsidiaries to
differ materially from those expressed or implied by such forward-looking
statements.
Actual events or results may differ materially from those projected in the
forward-looking statements as a result of a number of factors including those
identified herein and in the Company's Annual report on Form 10-KSB/A and other
periodic reports and filings with the Securities and Exchange Commission. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements, including any projections of revenue, gross
margin, expenses, earnings or losses from operations, synergies or other
financial items; any statements of the plans, strategies and objectives of
management for future operations; any statement concerning developments or
performance; any statements regarding future economic conditions; any statements
of expectation or belief; and any statements of assumptions underlying any of
the foregoing.
Item 2. Plan of Operation
Since its inception, the Company has not generated any revenues and has
experienced recurring losses. The Company has a working capital deficiency of
$1,298,689 at March 31, 2004 and it continues to rely on loans from a
stockholder to fund its ongoing cost of operations. The Company has also relied
on loans from a stockholder to fund the cost of its acquisition of its 49.5%
interest in ReceptoPharm. The Company is obligated to pay an additional
$1,100,000 to ReceptoPharm by October 1, 2004 to complete this acquisition.
There can be no assurances that the Company will be able to raise the necessary
funds to finance its ongoing cost of operations and to complete its acquisition
of ReceptoPharm through additional loans from its stockholders.
The Company is currently seeking to raise additional equity capital through the
private placement of its securities to fund its ongoing cost of operations and
its remaining commitment to ReceptoPharm. There can be no assurances that the
Company will be successful in raising additional equity capital or on terms
acceptable to the Company and the failure to raise additional equity capital or
additional stockholder loans could have a material adverse effect on the
Company.
During the next twelve months, the Company's plan is to finance the continued
research and product development activities of its two subsidiaries Infectech
and ReceptoPharm. The Company does not anticipate that either Infectech or
ReceptoPharm will generate revenues in the next twelve months and that
additional funds will be needed to support their respective research and
development activities. ReceptoPharm is planning to purchase additional
laboratory equipment estimated to cost $200,000. ReceptoPharm also plans to hire
two additional scientific research personnel. The Company believes that the
additional $1,100,000 that it is obligated to pay to ReceptoPharm is sufficient
to allow for ReceptoPharm to complete its preparation for, and to initiate a
Phase II human clinical trial for its HIV drug. However, there can be no
assurances that $1,100,000 is a sufficient amount, or that ReceptoPharm will be
successful in initiating a Phase II clinical trial in the next twelve months, if
at all.
The Company estimates that Infectech will require approximately $300,000 to
$400,000 in order to complete the development of, and gain FDA approval for its
diagnostic test kit related to the rapid identification of disease causing
pathogens. FDA approval is required before Infectech can begin marketing and
selling the product for commercial use. This funding will be utilized primarily
to further validate the technology and build prototype test kits for use in
conducting clinical testing in order to obtain data for submission to the FDA.
The funding will also provide for the payment of the initial costs associated
with outsourcing the sales, marketing and distribution of the test kits.
Infectech intends to seek either a Class I or Class II exemption for its test
kit from the FDA, or, alternatively, to submit an application for a Class III,
pre-marketing approval to the FDA. The Company anticipates that it will submit
its data and application to the FDA in 90 to 120 days. Upon approval by the FDA,
Infectech plans to immediately begin marketing the product for sale. There can
be no assurances that Infectech will receive FDA approval for its test kit in a
timely manner or that its estimate of the costs associated with completing the
development of the test kit and gaining FDA approval will be accurate.
8
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NUTRA PHARMA CORP.
(A Development Stage Company)
The Company estimates that over the next twelve months, it needs to raise a
minimum of $2,500,000 to fund its cost of operations, its commitment to
ReceptoPharm and the amounts required by Infectech in order to gain FDA approval
for its diagnostic test kit.
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 over financial reporting. 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 March 31, 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
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
9
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NUTRA PHARMA CORP.
(A Development Stage Company)
Item 6. Exhibits and Reports on Form 8-K
(a) 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)
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
(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
10
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NUTRA PHARMA CORP.
(A Development Stage Company)
(b) Reports on Form 8-K:
(i) On February 10, 2004, we filed Form 8-K pursuant to Item 4 to report the
resignation of Rogelio Castro, CPA as our principal independent accountants.
(ii) On March 8, 2004, we filed Form 8-K pursuant to Item 2 to report the
closing of our agreement to acquire a 49.5% interest in ReceptoPharm, Inc.
(iii) On March 9, 2004, we filed a Form 8-K/A pursuant to Item 4 to file a
letter from our previous independent accountant Rogelio Castro, CPA to the
Securities and Exchange Commission.
(iv) On March 11, 2004, we filed a Form 8-K pursuant to Item 4 to report that we
engaged the firm of Eisner LLP to be our principal independent accountants.
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: February 11, 2005
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