California
|
91-2021600
|
|
(State
or Other Jurisdiction of
Organization)
|
(IRS
Employer Identification Number)
|
Part
I
|
|
|
Item
1.
|
Description
of Business
|
1
|
Item
2.
|
Description
of Property
|
13
|
Item
3.
|
Legal
Proceedings
|
14
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
14
|
|
||
Part
II
|
|
|
Item
5.
|
Market
for Common Equity and Related Stockholder Matters
|
14
|
Item
6.
|
Management's
Discussion and Analysis or Plan of Operation
|
21
|
Item
7.
|
Financial
Statements
|
25
|
Item
8.
|
Changes
in and Disagreements with Accountants and Financial
Disclosure
|
25
|
Item
8A.
|
Controls
and Procedures
|
25
|
Item
8B.
|
Other
Information
|
26
|
Part
III
|
|
|
Item
9.
|
Directors,
Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
|
26
|
Item
10.
|
Executive
Compensation
|
29
|
Item
11.
|
Security
Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
30
|
Item
12.
|
Certain
Relationships and Related Transactions
|
32
|
Item
13.
|
Exhibits
|
33
|
Item
14.
|
Principal
Accountant Fees and Services
|
34
|
Signatures |
35
|
· |
complement
our research and development
efforts;
|
· |
reduce
the risks associated with our undertaking the entire drug development
and
marketing process; and
|
· |
generate
licensing based revenue streams.
|
· |
License
Revenues - We will attempt to develop licensing agreements with
pharmaceutical companies, biotechnology companies, and clinical diagnostic
laboratories that provide for our receiving licensing fees;
|
· |
Drug
Sales - Should we be successful in obtaining Federal Food and Drug
Administration approval for any drugs that we develop, we will receive
revenues from direct sales of our drug products, although we are
more
likely to develop drugs through licensing agreements with pharmaceutical
or biotechnology companies; and
|
· |
Test
Kit Sales - We are actively marketing Designer Diagnostics’ test kits to
pharmaceutical companies, diagnostic laboratories, and hospitals,
although
we have not generated any sales to
date.
|
· |
Rik
Deitsch, our President;
|
· |
Neil
Roth, President of Designer Diagnostics; and
|
· |
Nina
Goldstein, our Executive Administrative Assistant.
|
· |
Para-Tuberculosis
|
· |
Nocardia
|
· |
Pseudomonas
|
· |
MAC
(M.avium Complex)
|
- |
U.S.
Patent No. 5,989,857, which was granted in November 1999 with 10
claims.
|
- |
U.S.
Patent No. 6,670,148, which was granted in December 2003, with 9
claims.
The
patent further describes the method for preparing a bioactive peptide
(protein)
found in cobra venom, in a stable, inactivated form, by treating
the
peptide
with ozone.
|
- |
Buccal
Delivery System, on which a patent is pending. This application describes
a throat spray that permits efficient delivery of the modified
peptide
drugs to the body through oral
mucosa.
|
- |
Technology
contained in one pending U.S. patent application for the further
development
of bioactive peptides in cobra venom for use in the treatment of
HIV
and MS.
|
- |
Technology
contained in two pending U.S. patent applications for Immunokine
Composition
and Method, which describes a method for developing modified peptides
from alpha-cobratoxin.
|
- |
Technology
contained in two patents pending for the topical delivery of our
proprietary
wound healing treatment, which was developed in conjunction with
Bio
Therapeutics. One of these products is in the form of an ointment
style skin
protectant and the other a foaming
aerosol.
|
U.S.
Patent Nos.
|
Description
|
#5,989,902
|
Method
for determining the antimicrobial agent sensitivity of a
nonparaffinophilic hydrophobic microorganism and an associated apparatus
|
#5,981,210
|
Method
for determining a presence or absence of a nonparaffinophilic hydrophobic
microorganism in a body specimen by using a DNA extraction procedure
and a
novel DNA extraction procedure
|
#5,935,806
|
Method
and apparatus for speciating and identifying MAI (Mycobacterium Avium
Intracellulare) and testing the same for antibiotic sensitivity
|
#5,882,920
|
Apparatus
for determining the presence or absence of a paraffinophilic microorganism
|
#5,854,014
|
Apparatus
for testing paraffinophilic microorganisms for antimicrobial sensitivity
|
#5,846,760
|
Method
for determining a presence or absence of a nonparaffinophilic hydrophobic
microorganism in a body specimen and an associated
kit
|
#5,776,722
|
Method
of testing a body specimen taken from a patient for the presence
or
absence of a microorganism a further associated method and associated
apparatus
|
#5,569,592
|
Apparatus
for testing MAI (Mycobacterium Avium Intracellulare) for antimicrobial
agent sensitivity
|
#5,472,877
|
Apparatus
for determining the presence or absence of MAI (Mycobacterium Avium
Intracellulare)
|
#5,316,918
|
Method
and apparatus for testing MAI (Mycobacterium Avium Intracellulare)
for
antimicrobial agent sensitivity
|
#5,153,119
|
Method
for speciating and identifying MAI (Mycobacterium Avium
Intracellulare)
|
Licensed
Patents
|
|
U.S.
Patent Nos.
|
Description
|
#5,962,306
|
Method
of determining the presence or absence of a nonparaffinophilic
microorganism in a specimen and an associated apparatus
|
#5,891,662
|
Method
for determining the antimicrobial agent sensitivity of a
nonparaffinophilic hydrophobic microorganism
|
#5,882,919
|
Apparatus
for determining the presence or absence of a nonparaffinophilic
microorganism in a specimen
|
#5,854,013
|
Method
of determining presence or absence of a nonparaffinophilic microorganism
in a specimen
|
#5,804,406
|
Determining
sensitivity of paraffinophilic microorganisms to
antimicrobials
|
#5,801,009
|
Method
for determining the antimicrobial sensitivity of a paraffinophilic
microorganism using various milieus and an associated
apparatus
|
#5,750,363
|
Method
for determining the antibiotic agent sensitivity of a nonparaffinophilic
microorganism and an associated apparatus
|
#5,726,030
|
Method
for automatically testing the antibiotic sensitivity of a
nonparaffinophilic microorganism
|
#5,721,112
|
Method
of determining the presence or absence of a nonparaffinophilic
microorganism in a specimen and an associated apparatus
|
#5,707,824
|
Method
of determining the presence or absence of a paraffinophilic
microorganism
|
#5,698,414
|
Method
and apparatus for testing paraffinophilic microorganisms for antimicrobial
agent sensitivity
|
#5,677,169
|
Method
for determining the antimicrobial agent sensitivity of a
nonparaffinophilic microorganism and an associated
apparatus
|
#5,668,010
|
Method
for determining the antimicrobial agent sensitivity of a
nonparaffinophilic microorganism using various milieus and an associated
apparatus
|
#5,663,056
|
Method
for determining the antimicrobial agent sensitivity of a
nonparaffinophilic microorganism and an associated
apparatus
|
#5,654,194
|
Method
of identifying a nonparaffinophilic microrganism using various milieus
and
an associated apparatus
|
#5,641,645
|
Method
for determining the antimicrobial agent sensitivity of a
nonparaffinophilic microrganism using various milieus and an associated
apparatus
|
#5,639,675
|
Method
of identifying a nonparaffinophilic microorganism using various mileus
and
an associated apparatus
|
#5,637,501
|
Apparatus
for automatically testing the antibiotic sensitivity of a paraffinophilic
microorganism
|
|
2004
|
2005
|
||
High
Bid
|
Low
Bid
|
High
Bid
|
Low
Bid
|
|
First
Quarter
|
0.76
|
0.45
|
0.40
|
0.25
|
Second
Quarter
|
0.77
|
0.36
|
0.40
|
0.27
|
Third
Quarter
|
0.43
|
0.22
|
0.35
|
0.25
|
Fourth
Quarter
|
0.60
|
0.21
|
0.28
|
0.13
|
o |
Deliver,
prior to any transaction involving a penny stock, a disclosure
schedule prepared by the Securities and Exchange Commission relating
to the penny stock market, unless the broker-dealer or the transaction
is otherwise exempt;
|
o |
Disclose
commission payable to the broker-dealer and its registered representatives
and current bid and offer quotations for the securities;
|
o |
Send
monthly statements disclosing recent price information pertaining
to
the penny stock held in a customer's account, the account's value
and
information regarding the limited market in penny stocks;
and
|
o |
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement
to the transaction, prior to conducting any penny stock
transaction in the customer's
account.
|
Number
of
|
Weighted
|
Number
of
|
||||
|
Securities
to
|
average
|
securities
|
|||
|
be
issued upon
|
exercise
price
|
remaining
|
|||
|
exercise
of
|
of
outstanding
|
available
|
|||
|
outstanding
|
options,
|
for
|
|||
options,
warrants
|
warrants
|
future
|
||||
Plan
Category
|
and
rights
|
and
rights
|
issuance
|
|||
Equity
compensation
|
||||||
plans
approved by
|
N/A
|
N/A
|
N/A
|
|||
security
holders
|
|
|
|
|||
|
|
|
|
|||
Equity
compensation
|
|
|
|
|||
plans
not
|
|
|
|
|||
approved
by
|
|
|
|
|||
security
holders
|
-0-
|
N/A
|
5,000
|
|||
|
|
|
|
|||
Total
|
-0-
|
N/A
|
5,000
|
· |
There
was no general solicitation or general advertising involved in the
offer
or sale;
|
· |
All
purchasers were accredited investors;
|
· |
We
placed restrictive legends on the certificates representing these
securities issued to the accredited investors stating that the securities
were not registered under the Securities Act and are subject to
restrictions on their transferability and resale; and
|
· |
The
offer and sale did not involve a public
offering.
|
Type
Expenditure
|
Total
Expenditure
|
|
Monthly
Expenditure
|
||||
Salaries*
|
$
|
175,000
|
$
|
14,583
|
|||
|
|||||||
Travel
related expenses
for our Chief
Executive Officer
|
|||||||
pertaining
diligence to
research and due
|
$
|
40,000
|
$
|
3,333
|
|||
Professional
Fees
-Legal and Accounting
|
$
|
165,000
|
$
|
13,750
|
|||
Total
|
$
|
380,000
|
$
|
31,666
|
Type
Expenditure
|
Total
Expenditure
|
|
Monthly
Expenditure
|
||||
|
|||||||
Operating
Expenses
|
|||||||
(Rent,
supplies, utilities)
|
$
|
50,000
|
$
|
4,167
|
|||
Salaries
(President)
|
$
|
70,000
|
$
|
5,833
|
|||
Total:
|
$
|
120,000
|
$
|
10,000
|
· |
In
February 2006 we completed the funding of
ReceptoPharm;
|
· |
In
January 2006 we established Designer Diagnostics to sell NonTuberculois
Mycobacterium test kits;
|
· |
To
date, we invested a total of $175,000 of a $250,000 committed investment
in XenaCare for the investment in 15 Site of Care physician’s offices with
XenaCare, LLC, a healthcare management company;
|
· |
On
January 24, 2006, we obtained NanoLogix’s intellectual property pertaining
to the manufacture of test kits for the rapid isolation, detection
and
antibiotic sensitivity testing of certain microbacteria, which includes
reassignment to us of 11 key patents protecting the diagnostics test
kit
technology and NanoLogix licensing to us the remaining 18 patents
that
protect the diagnostics test kit technology;
|
· |
Designer
Diagnostics held a Continuing Medical Education Seminar at the Mahatma
Gandhi Institute in India on March 24, 2006 during the World Stop
TB Day.
At that meeting, Designer Diagnostics officially began marketing
their
test kits for the rapid isolation, detection and antibiotic-sensitivity
testing of microbacteria. In March 2006, we made our first sales
of
Designer Diagnostics’ test kits;
|
· |
In
approximately October 2005, we completed pre-clinical studies with
various
companies that ReceptoPharm has agreements with pertaining to
ReceptoPharm’s Multiple Sclerosis (MS) and HIV drugs, which consisted of
(a) and (b) below:
|
· |
Hospitals;
|
· |
Pharmaceutical
companies;
|
· |
Biotechnology
companies;
|
· |
Medical
device distributors; and
|
· |
Governmental
organizations.
|
· |
Recruitment
of 20 patients with AMN;
|
· |
Administering
ReceptoPharm's AMN drug under development;
and
|
· |
Monitoring
patients throughout a 15-month
protocol.
|
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 effect a delisting of our common stock, if, in fact, our common
stock is trading on the Over-the-Counter Bulletin Board at that
time.
|
Name
|
Age
|
Position with the Company | Director Since | |||
Rik
J. Deitsch
|
38
|
Chairman,
President,
|
2002
|
|||
Chief
Executive Officer,
|
||||||
|
and
Chief Financial Officer
|
|||||
Michael
Doherty
|
Former
Executive Chairman (1)
|
June
2005-April
2006
|
||||
|
||||||
Stanley
J Cherelstein
|
47
|
Director
(2)
|
2004
|
|||
Stewart
Lonky, M.D.
|
59
|
Director
(3)
|
2004
|
|||
Tanvir
Khandaker, M.D.
|
36
|
Director
|
2005
|
|
Long
Term Compensation
|
|||||||||||||||
Securities
|
||||||||||||||||
|
Annual
Compensation
|
Restricted
|
Underlying
|
|||||||||||||
Fiscal
|
Salary
|
Bonus
|
Stock
Awards
|
Options
|
||||||||||||
Name
and Principal Position
|
Year
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
|||||||
Michael
Doherty
|
||||||||||||||||
Executive
Chairman of the
|
||||||||||||||||
Board
|
2005
|
13,600,000* | ||||||||||||||
Rik
J. Deitsch
|
2005
|
$
|
120,000
|
--
|
--
|
--
|
||||||||||
President,
Chief Executive
|
2004
|
$
|
132,500
|
--
|
$
|
200,000
|
--
|
|||||||||
Officer
and Chief Financial
|
2003
|
$
|
29,500
|
--
|
$
|
275,000
|
--
|
|||||||||
Officer
|
|
PERCENT
|
|||||||||
|
NUMBER
OF
|
OF
TOTAL
|
MARKET | |||||||
SHARES
OF
|
OPTIONS
|
PRICE
|
||||||||
COMMON
STOCK
|
GRANTED
TO
|
EXERCISE
|
ON
|
|||||||
|
UNDERLYING
|
EMPLOYEES
|
PRICE
|
EXPIRATION
|
DATE
OF
|
|||||
NAME
|
OPTIONS
|
IN
2005
|
($/SH)
|
DATE
|
GRANT | |||||
Michael
Doherty
|
13,600,000
|
100%
|
$0.27
|
June
1, 2010(1)
|
$0.36
|
Number
of Shares of
|
|
|
|
Common
|
|
|
Stock
Underlying
|
Value
of Unexercised
|
|
Unexercised
|
In-The-Money
Options At
|
|
Options
At 12-31-2005
|
12-31-2005
(1)
|
|
Exercisable/
|
Exercisable/
|
Name
|
Unexercisable
|
Unexercisable
|
Michael
Doherty
|
0
/
13,600,000
|
$0
/$2,720,000
|
Shares
of
|
Percent
of
|
|
|
Common
Stock
|
Common
Stock
|
Name
and Address of Beneficial Owner
|
Beneficially
Owned
|
Outstanding
|
Opus
International*
|
11,692,556
|
16.3%
|
19
Hillsyde Court
|
||
Cockeysville,
Maryland 21030
|
||
Total
|
11,692,556
|
16.3%
|
Shares
of
|
Percent
of
|
|
Name
and Address of
|
Common
Stock
|
Common
Stock
|
Director
or Executive Officer
|
Beneficially
Owned
|
Outstanding
|
Rik
J. Deitsch
|
1,500,000
|
2.1%
|
Chief
Executive Officer/President
|
||
1829
Corporate Drive
|
||
Boynton
Beach, Florida 33426
|
||
Stanley
J Cherelstein
|
500,000
|
0.7%
|
Director
|
||
1829
Corporate Drive
|
||
Boynton
Beach, Florida 33426
|
||
Dr.
Stewart Lonky
|
500,000
|
0.7%
|
Director
|
||
1158
Chautaqua Boulevard
|
||
Pacific
Palisades, California 90272
|
||
Dr.
Tanvir Khandaker
|
500,000
|
0.7%
|
Director
|
||
181
Ogden Avenue
|
||
Jersey
City, New Jersey 07307
|
Mr.
Michael Doherty
|
--
|
--
|
Former
Executive Chairman of the
|
||
Board
of Directors (2)
|
||
All
executive officers and directors
|
||
as
a group (4) persons
|
3,000,000
|
4.2%
|
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.
|
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
(xi)
|
10.10 |
Agreement
with XenaCare (xi)
|
10.11 |
Agreement
with Eno Research and Development, Inc.
(xi)
|
10.12 |
Agreement
with Investor-Gate.com (xi)
|
10.13 |
Agreement
with Tanvir Khandaker
|
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)
|
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)
|
Incorporatedby
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
|
(xi) |
Incorporated
by reference to the Company's Report on Form 10-QSB, filed December
21, 2004
|
2004
|
2005
|
|
|
$30,500
|
$35,000
|
Signature
|
Title
|
Date
|
/s/
Rik
J. Deitsch
|
Chairman
of the Board, President,
|
April
26, 2006
|
Rik
J. Deitsch
|
Chief
Executive Officer and
|
|
Chief
Financial Officer
|
||
/s/Stanley
Cherelstein
|
Director
|
April
26, 2006
|
Stanley
Cherelstein
|
||
/s/Stewart
Lonky
|
Director
|
April
26, 2006
|
Stewart
Lonky
|
||
/s/Tanvir
Khandaker
|
Director
|
April
26, 2006
|
Tanvir
Khandaker
|
NUTRA
PHARMA CORP.
|
(A
Development Stage Company)
|
Consolidated
Balance Sheet
|
December
31, 2005
|
ASSETS
|
||||
Current
assets:
|
||||
Cash
|
$
|
69,027
|
||
Total
current assets
|
69,027
|
|||
Property
and equipment, net
|
51,240
|
|||
Other
assets
|
14,674
|
|||
TOTAL
ASSETS
|
$
|
134,941
|
||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
||||
Current
liabilities:
|
||||
Accounts
payable
|
$
|
159,470
|
||
Accrued
expenses
|
396,281
|
|||
Due
to officers
|
238,321
|
|||
Total
current liabilities
|
794,072
|
|||
Stockholders'
(deficit):
|
||||
Common
stock, $0.001 par value, 2.0 billion shares
|
||||
authorized;
69,297,182 shares issued and outstanding
|
69,297
|
|||
Additional
paid-in capital
|
16,784,537
|
|||
(Deficit)
accumulated during the development stage
|
(17,512,965
|
)
|
||
Total
stockholders' (deficit)
|
(659,131
|
)
|
||
TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$
|
134,941
|
NUTRA
PHARMA CORP.
|
(A
Development Stage Company)
|
Consolidated
Statements of Operations
|
For
the
|
||||||||||
Period
From
|
|
|||||||||
|
|
|
|
|
|
|
|
|
February
1,
|
|
|
|
|
|
|
|
|
|
|
2000
|
|
|
|
|
|
|
|
|
|
|
(Inception)
|
|
|
|
|
|
|
|
|
|
|
Through
|
|
|
|
Years
Ended December 31,
|
|
December
31,
|
|
|||||
|
|
|
2004
|
|
|
2005
|
|
|
2005
|
|
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Costs
and expenses:
|
||||||||||
General
and administrative
|
989,317
|
1,567,941
|
4,990,501
|
|||||||
Research
and development
|
1,104,968
|
224,349
|
1,329,317
|
|||||||
General
and administrative - stock based compensation
|
2,865,996
|
2,855,190
|
5,721,186
|
|||||||
Write-off
of advances to potential acquiree
|
-
|
-
|
629,000
|
|||||||
Finance
costs
|
-
|
-
|
786,000
|
|||||||
Interest
expense
|
4,706
|
269,684
|
274,390
|
|||||||
Amortization
of license agreement
|
-
|
-
|
155,210
|
|||||||
Amortization
of intangibles
|
549,599
|
-
|
656,732
|
|||||||
Losses
on settlements
|
955,069
|
-
|
1,261,284
|
|||||||
Write-down
of investment in subsidiary
|
620,805
|
-
|
620,805
|
|||||||
Equity
in loss of unconsolidated subsidiary
|
853,540
|
-
|
853,540
|
|||||||
Write-off
of investment in Portage BioMed
|
-
|
60,000
|
60,000
|
|||||||
Write-off
of investment in Xenacare
|
-
|
175,000
|
175,000
|
|||||||
Total
costs and expenses
|
7,944,000
|
5,152,164
|
17,512,965
|
|||||||
Net
loss before provision (benefit) for income taxes
|
(7,944,000
|
)
|
(5,152,164
|
)
|
(17,512,965
|
)
|
||||
Provision
(benefit) for income taxes
|
42,853
|
-
|
-
|
|||||||
Net
loss
|
$
|
(7,986,853
|
)
|
$
|
(5,152,164
|
)
|
$
|
(17,512,965
|
)
|
|
Per
share information - basic and diluted
|
||||||||||
Loss
per common share
|
$
|
(0.16
|
)
|
$
|
(0.08
|
)
|
||||
|
||||||||||
Weighted
average common shares outstanding
|
50,927,076
|
64,404,699
|
NUTRA
PHARMA CORP.
|
(A
Development Stage Company)
|
Consolidated
Statements of Changes in Stockholders' (Deficit)
|
Period
From Inception (February 1, 2000) to December 31,
2005
|
|
|
|
|
|
|
Deficit
|
|
|
|
||||||
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|||||
|
|
|
|
|
Additional
|
|
During
the
|
|
|
|
|||||
|
Common
|
|
Stock
|
|
Paid-in
|
|
Development
|
|
|
|
|||||
|
Shares
|
|
Par
Value
|
|
Capital
|
|
Stage
|
|
Total
|
||||||
Common
stock issued to founders
|
39,000,000
|
$
|
39,000
|
$
|
(37,050
|
)
|
$
|
-
|
$
|
1,950
|
|||||
Net
loss
|
-
|
-
|
-
|
(1,950
|
)
|
(1,950
|
)
|
||||||||
Balance
- December 31, 2000
|
39,000,000
|
39,000
|
(37,050
|
)
|
(1,950
|
)
|
|||||||||
Proceeds
from sale of common stock - $.025 per share
|
1,000,000
|
1,000
|
24,000
|
-
|
25,000
|
||||||||||
Common
stock issued in connection with acquisition - $.025 per
share
|
4,500,000
|
4,500
|
108,000
|
-
|
112,500
|
||||||||||
Net
loss
|
-
|
-
|
-
|
(67,504
|
)
|
(67,504
|
)
|
||||||||
Balance
- December 31, 2001
|
44,500,000
|
44,500
|
94,950
|
(69,454
|
)
|
69,996
|
|||||||||
Issuance
of common stock in exchange for services - $.30 to $1.50 per
share
|
656,000
|
656
|
670,874
|
-
|
671,530
|
||||||||||
Return
of common stock by principal stockholder
|
(10,394,000
|
)
|
(10,394
|
)
|
10,394
|
-
|
|||||||||
Rescission
of common stock issued in acquisition - $.025 per share
|
-
|
-
|
(112,500
|
)
|
-
|
(112,500
|
)
|
||||||||
Cancellation
of common stock issued in connection with
|
|||||||||||||||
rescission
of acquisition
|
(2,037,500
|
)
|
(2,038
|
)
|
2,038
|
-
|
-
|
||||||||
Net
loss
|
-
|
-
|
-
|
(1,491,038
|
)
|
(1,491,038
|
)
|
||||||||
Balance
- December 31, 2002
|
32,724,500
|
32,724
|
665,756
|
(1,560,492
|
)
|
(862,012
|
)
|
||||||||
Issuance
of common stock in exchange for services - $.38 to $.76 per
share
|
2,196,828
|
2,197
|
1,358,070
|
-
|
1,360,267
|
||||||||||
Cancellation
of common stock issued in connection with
|
|||||||||||||||
rescission
of acquisition
|
(2,055,000
|
)
|
(2,055
|
)
|
2,055
|
-
|
-
|
||||||||
Value
of common stock issued by stockholder to third party
|
|||||||||||||||
in
connection with settlement - $.51 per share
|
-
|
-
|
229,500
|
-
|
229,500
|
||||||||||
Conversion
of stockholder loan into common stock - $.08 per share
|
10,300,000
|
10,300
|
1,637,712
|
-
|
1,648,012
|
||||||||||
Value
of common stock issued by stockholder to employee
|
|||||||||||||||
for
services rendered - $.15 per share
|
-
|
-
|
75,000
|
-
|
75,000
|
||||||||||
Issuance
of common stock in connection with acquisition - $.85 per
share
|
4,502,549
|
4,503
|
3,822,664
|
3,827,167
|
|||||||||||
Common
stock deemed irretrievable in connection with
|
|||||||||||||||
rescission
of acquisition - $.11 per share
|
-
|
-
|
23,375
|
-
|
23,375
|
||||||||||
Net
loss
|
-
|
-
|
-
|
(2,813,456
|
)
|
(2,813,456
|
)
|
||||||||
Balance
- December 31, 2003
|
47,668,877
|
47,669
|
7,814,132
|
(4,373,948
|
)
|
3,487,853
|
|||||||||
Cancellation
of common stock issued in connection with
|
|||||||||||||||
rescission
of acquisition
|
(199,000
|
)
|
(199
|
)
|
199
|
-
|
-
|
||||||||
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
|
775,538
|
776
|
658,431
|
-
|
659,207
|
||||||||||
Issuance
of common stock in exchange for services - $.24 to $.66 per
share
|
4,054,200
|
4,054
|
2,061,942
|
-
|
2,065,996
|
||||||||||
Issuance
of common stock for cash - $.17 to $.25 per share
|
1,285,000
|
1,285
|
223,565
|
-
|
224,850
|
||||||||||
Conversion
of convertible loans into common stock - $.16 per share
|
595,067
|
595
|
97,405
|
-
|
98,000
|
||||||||||
Common
shares subscribed for services - 2,000,000 shares at $.40
|
-
|
-
|
800,000
|
-
|
800,000
|
||||||||||
Common
shares subscribed for cash - 4,105,000 shares at $.17
|
-
|
-
|
697,850
|
-
|
697,850
|
||||||||||
Net
loss
|
-
|
-
|
-
|
(7,986,853
|
)
|
(7,986,853
|
)
|
||||||||
Balance
- December 31, 2004
|
54,059,682
|
54,060
|
12,353,644
|
(12,360,801
|
)
|
46,903
|
|||||||||
|
|||||||||||||||
Issuance
of shares subscribed for at December 31, 2004
|
6,105,000
|
6,105
|
(6,105
|
)
|
-
|
-
|
|||||||||
Issuance
of common stock for cash - $.17 to $.20 per share
|
5,667,500
|
5,668
|
1,104,132
|
-
|
1,109,800
|
||||||||||
Issuance
of common stock in exchange for services - $.26 to $.37 per
share
|
2,007,000
|
2,006
|
716,499
|
-
|
718,505
|
||||||||||
Issuance
of common stock for loan repayment and interest - $.33 per
share
|
1,458,000
|
1,458
|
479,682
|
-
|
481,140
|
||||||||||
Issuance
of common stock by Receptpharm in exchange for services
|
-
|
-
|
636,685
|
-
|
636,685
|
||||||||||
Value
of stock warrants issued to a consultant
|
-
|
-
|
1,500,000
|
-
|
1,500,000
|
||||||||||
Net
loss
|
-
|
-
|
-
|
(5,152,164
|
)
|
(5,152,164
|
)
|
||||||||
Balance
- December 31, 2005
|
69,297,182
|
$
|
69,297
|
$
|
16,784,537
|
$
|
(17,512,965
|
)
|
$
|
(659,131
|
)
|
NUTRA
PHARMA CORP.
|
(A
Development Stage Company)
|
Consolidated
Statements of Cash Flows
|
|
|
|
|
|
For
the Period
From
|
|
|||
|
|
|
|
|
February
1, 2000
|
|
|||
|
|
|
|
|
(Inception)
|
|
|||
|
|
|
|
|
Years
Ended
|
|
|||
|
|
|
|
|
Through
|
|
|||
|
Years
Ended December 31,
|
|
December
31,
|
|
|||||
|
2004
|
|
2005
|
|
2005
|
||||
Cash
flows from operating activities:
|
|||||||||
Net
loss
|
$
|
(7,986,853
|
)
|
$
|
(5,152,164
|
)
|
$
|
(17,512,965
|
)
|
Adjustments
to reconcile net loss to net
|
|||||||||
cash
used in operating activities:
|
|||||||||
Deferred
taxes
|
42,853
|
-
|
-
|
||||||
Amortization
of intangibles
|
549,599
|
-
|
656,732
|
||||||
Amortization
of license agreement
|
-
|
-
|
155,210
|
||||||
Depreciation
|
4,867
|
37,184
|
42,051
|
||||||
Write-off
of advances to potential acquiree
|
-
|
-
|
629,000
|
||||||
Stock-based
compensation
|
2,865,996
|
2,855,190
|
7,829,933
|
||||||
Finance
costs in connection with conversion of
|
|||||||||
stockholder
loan into common stock
|
-
|
-
|
786,000
|
||||||
Expenses
paid by stockholder
|
355,000
|
-
|
474,140
|
||||||
Losses
on settlements
|
955,069
|
-
|
1,261,284
|
||||||
Write-down
of investment in Infectech, Inc.
|
620,805
|
-
|
620,805
|
||||||
Equity
in loss of unconsolidated subsidiary
|
853,540
|
-
|
853,540
|
||||||
Write-down
of investment in Portage BioMed
|
-
|
60,000
|
60,000
|
||||||
Write-down
of investment in Xenacare
|
-
|
175,000
|
175,000
|
||||||
Non-cash
interest expense
|
-
|
269,684
|
269,684
|
||||||
Changes
in operating assets and liabilities:
|
|||||||||
(Increase)
decrease in other assets
|
(20,011
|
)
|
5,337
|
(14,674
|
)
|
||||
Increase
(decrease) in accounts payable
|
126,602
|
15,362
|
167,609
|
||||||
Increase
(decrease) in accrued expenses
|
120,219
|
204,930
|
400,987
|
||||||
Net
cash (used in) operating activities
|
(1,512,314
|
)
|
(1,529,477
|
)
|
(3,145,664
|
)
|
|||
|
|||||||||
Cash
flows from investing activities:
|
|||||||||
Cash
reduction due to deconsolidation of Infectech
|
(2,997
|
)
|
-
|
(2,997
|
)
|
||||
Cash
acquired in acquisition of Infectech
|
-
|
-
|
3,004
|
||||||
Acquisition
of property and equipment
|
(57,091
|
)
|
(29,049
|
)
|
(86,140
|
)
|
|||
Investments
carried at cost
|
(105,000
|
)
|
(130,000
|
)
|
(235,000
|
)
|
|||
Net
cash used in investing activities
|
(165,088
|
)
|
(159,049
|
)
|
(321,133
|
)
|
|||
|
|||||||||
Cash
flows from financing activities:
|
|||||||||
Common
stock issued for cash
|
922,700
|
1,109,800
|
2,057,500
|
||||||
Proceeds
from convertible loans
|
304,750
|
-
|
304,750
|
||||||
Loans
from stockholders
|
812,253
|
238,321
|
1,173,574
|
||||||
Net
cash provided by financing activities
|
2,039,703
|
1,348,121
|
3,535,824
|
||||||
Net
increase in cash
|
362,301
|
(340,405
|
)
|
69,027
|
|||||
Cash
- beginning of period
|
47,131
|
409,432
|
-
|
||||||
Cash
- end of period
|
$
|
409,432
|
$
|
69,027
|
$
|
69,027
|
|||
|
|||||||||
Supplemental
Cash Flow Information:
|
|||||||||
Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
|||
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
|||
|
|||||||||
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
|
|||
Loan
advances to Bio Therapeutics, Inc.
|
|||||||||
by
stockholder
|
$
|
-
|
$
|
-
|
$
|
629,000
|
|||
Value
of common stock issued as consideration
|
|||||||||
in
acquisition of Infectech, Inc.
|
$
|
659,207
|
$
|
-
|
$
|
4,486,375
|
|||
Liabilities
assumed in acquisition of Nanologix, Inc.
|
$
|
-
|
$
|
-
|
$
|
115,586
|
|||
Cancellation
of common stock
|
$
|
319
|
$
|
-
|
$
|
14,806
|
|||
Value
of common stock issued by stockholder
|
|||||||||
to
third party in connection with settlement
|
$
|
-
|
$
|
-
|
$
|
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
|
|||
Notes
payable settled with common stock
|
$
|
98,000
|
$
|
-
|
$
|
98,000
|
|||
Settlement
of stockholder loan in exchange
|
|||||||||
for
common stock of subsidiary
|
$
|
1,384,931
|
$
|
-
|
$
|
1,384,931
|
|||
Settlement
of debt with common stock
|
$
|
-
|
$
|
206,750
|
$
|
206,750
|
|||
Expenses
paid by stockholder
|
$
|
-
|
$
|
-
|
$
|
119,140
|
Furniture
and equipment
|
5
to 7 years
|
||||
Automotive
equipment
|
5
years
|
||||
Leasehold
improvements
|
3
years
|
||||
Property and equipment consists of the following: | |||||
Automotive
equipment
|
$
|
7,500
|
|||
Furniture
and equipment
|
32,579
|
||||
Leasehold
improvements
|
58,670
|
||||
98,749
|
|||||
Less:
accumulated depreciation
|
(47,509
|
)
|
|||
$
|
51,240
|
a. |
Permits
fair value remeasurement for any hybrid financial instrument that
contains
an embedded derivative that otherwise would require
bifurcation
|
b. |
Clarifies
which interest-only strips and principal-only strips are not subject
to
the requirements of Statement 133
|
c. |
Establishes
a requirement to evaluate interests in securitized financial assets
to
identify interests that are freestanding derivatives or that are
hybrid
financial instruments that contain an embedded derivative requiring
bifurcation
|
d. |
Clarifies
that concentrations of credit risk in the form of subordination
are not
embedded derivatives
|
e. |
Amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains
to a
beneficial interest other than another derivative financial
instrument.
|
1. |
Requires
an entity to recognize a servicing asset or servicing liability
each time
it undertakes an obligation to service a financial asset by entering
into
a servicing contract in certain
situations.
|
2. |
Requires
all separately recognized servicing assets and servicing liabilities
to be
initially measured at fair value, if
practicable.
|
3. |
Permits
an entity to choose either the amortization method or the fair
value
measurement method for each class of separately recognized servicing
assets and servicing liabilities.
|
4. |
At
its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities
with
recognized servicing rights, without calling into question the
treatment
of other available-for-sale securities under Statement 115, provided
that
the available-for-sale securities are identified in some manner
as
offsetting the entity’s exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently
measure at fair value.
|
5. |
Requires
separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial
position
and additional disclosures for all separately recognized servicing
assets
and servicing liabilities.
|
2005
|
2004
|
||||||
Current
assets
|
$
|
73,116
|
$
|
71,903
|
|||
Property
and equipment
|
51,240
|
59,375
|
|||||
Other
assets
|
8,133
|
20,011
|
|||||
$
|
132,489
|
$
|
151,289
|
||||
Current
liabilities
|
$
|
561,095
|
$
|
224,003
|
|||
Stockholders'
deficit
|
(428,606
|
)
|
(72,714
|
)
|
|||
$
|
132,489
|
$
|
151,289
|
||||
Sales
|
$
|
-
|
$
|
-
|
|||
Net
loss
|
$
|
(1,602,577
|
)
|
$
|
(944,282
|
)
|
Income
tax provision at the federal statutory rate
|
34
%
|
Effect
of operating losses
|
(34)%
|
0
%
|