UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10QSB/A
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2003
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period _____ to______
COMMISSION FILE NUMBER: 333-44398
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NUTRA PHARMA CORP.
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(Exact name of registrant as specified in its charter)
California 91-2021600
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(State or other jurisdiction of (IRS Employer I.D. Number)
incorporation or organization)
485 Martin Lane, Beverly Hills, CA 90210
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(Address of principal executive offices) (Zip Code
Registrant's telephone number: (310) 276-8767
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Former name, former address and former fiscal year, if changed
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
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The number of shares of the registrant's common stock as of June 30, 2003:
45,634,500.
Transitional Small Business Disclosure Format (check one): Yes No X
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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet
(b) Statement of Operations
(c) Statement of Changes in Financial Position
(d) Statement of Shareholders' Equity
(e) Notes to Financial Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 3. Risks
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES
FINANCIAL DATA SCHEDULE
NUTRA PHARMA CORP.
(A Development Stage Company)
Balance Sheets
Dec. 31, June 30,
2002 2003
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ASSETS
Current Assets:
Cash $ - $ -
Loan receivable 819,327 819,327
------- --------
Total Current Assets 819,327 819,327
------- --------
TOTAL ASSETS $ 819,327 $ 819,327
========= =========
LIABILITIES & STOCKHOLDERS= DEFICITS
Current Liabilities:
Accrued expenses $ 2,400 $ 2,400
Loan payable B related party 862,010 103,822
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Total Current Liabilities 864,410 106,222
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Stockholders= Deficits:
Common Stocks, $.001 par value
Authorized shares; 100,000000
Issued and outstanding shares;
43,813,905 and 46,135,828
respectively 43,814 46,136
Paid In Capital 186,658 1,046,346
Deficit Accumulated during
the development stage (275,555) (379,377)
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TOTAL STOCKHOLDERS= EQUITY (DEFICIT) ( 45,083) 713,105
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS= DEFICIT $ 819,327 $ 819,327
========= =========
Nutra Pharma Corp.
(A Development Stage Company)
Statements of Operations
For the periods ended June 30, 2002 and 2003
June 30 June 30
2002 2003
---- ----
Income $ 0 $ 0
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Total Income 0 0
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Operating Expenses
General and administrative 35,000 103,822
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Total Expenses 35,000 103,822
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Net income (loss) $( 35,000) $(103,822)
========= =========
NUTRA PHARMA CORP.
(A Development Stage Company)
Statement of Stockholders= Equity
For the period February 1, 2000(inception)
through June 30, 2003
Deficit
Number Common Accumulated
Of Stock Paid During the
Shares at Par in Development
Outstanding Value Capital Stage
----------- ------ -------- ------------
Stocks issued at inception
for services 1,950,000 $1,950 $ - $ -
Net loss,
December 31, 2000 (1,950)
--------- ----- ------ -------
Balance, December 31, 2000 1,950,000 $ 1,950 - (1,950)
Stocks issued for cash 50,000 50 7,450
Stocks issued 42,500,000 42,500
Net loss,
December 31, 2001 (184,344)
---------- ------ ------ -------
Balance, December 31, 2001 44,500,000 44,500 7,450 (186,294)
Stocks issued 16,320,405 16,321 179,208
Stock cancellation (17,006,500) (17,007)
Net loss,
December 31, 2002 (89,261)
---------- ------ ------ ---------
Balance December 31, 2002 43,813,905 $43,814 $186,658 $ (275,555)
---------- ------ ------- ----------
Stock cancellation (13,791,905) (13,792)
Stocks issued 16,113,828 16,114 859,688
Net loss, June 30, 2003 (103,822)
---------- ------- ----- ---------
Balance June 30, 2003 46,135,828 $ 46,136 $1,046,346 $ (379,377)
========== ====== ======= =========
NUTRA PHARMA CORP.
(A Development Stage Company)
Statements of Cash Flows
For the period ended
June 30,
2002 2003
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CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ ( 184,430) $( 35,000)
Amortizaton 116,667 116,667
(Increase)decrease in
Loan receivable ( 819,327) -
License agreement 1,750,000 1,750,000
Increase(decrease) in
Accrued expenses 2,400 -
License fees payable (1,725,000) -
Loans payable-related party 819,327 103,822
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NET CASH PROVIDE FOR (USED)BY
OPERATING ACTIVITIES 6 (35,000)
CASH FLOWS FROM
FINANCING ACTIVITIES
Stock issuance 875,802
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NET INCREASE (DECREASE) IN CASH ( 6) 840,802
BEGINNING CASH 6 -
-------- --------
ENDING CASH $ - $ -
======== =======
The accompanying notes are an integral part of these financial statements.
Nutra Pharma Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2003
NOTE 1 - NATURE OF BUSINESS
Nutra Pharma Corp. (the Company) was incorporated under the laws of the state
of Nevada on February 1, 2000. It has developed a business plan to engage in
the distribution of botanical biopharmaceutical products. The Company is
considered a development stage enterprise because it has not yet generated
significant revenues from the sale of its products.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
a. Basis - The Company uses the accrual method of accounting.
b. Cash and cash equivalents - The Company considers all short term, highly
liquid investments that are readily convertible within three months to known
amounts as cash equivalents. Currently, it has no cash equivalents.
c. Loss per share - Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 "Earnings Per Share". Basic loss per
share reflects the amount of losses for the period available to each share of
common stock outstanding during the reporting period, while giving effect to
all dilutive potential common shares that were outstanding during the period,
such as stock options and convertible securities. Fully Diluted Earnings Per
Shares shall be shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates. As of December
31, 2002 the Company had no issuable shares qualified as dilutive to be
included in the earnings per share calculations. The following is an
illustration of the reconciliation of the numerators and denominators of the
basic loss per share calculations:
For the years ended
December 31,
2002 2001
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Net income (loss) $ 89,261 $(184,344)
Weighted average shares
outstanding (denominator) 18,204,208 44,500,500
Basic loss per share $ 0.01 $(0.00)
=========== ===========
d. Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE3 - INCOME TAXES
The Company has adopted the provision of SFAS No. 109 "Accounting for Income
Taxes". It requires recognition of deferred tax liabilities and assets for the
expected future tax consequences. Under this method, deferred tax liabilities
and assets are determined based on the differences between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.
Nutra Pharma Corp. has incurred losses that can be carried forward to offset
future earnings if conditions of the Internal Revenue codes are met.
The Company's total deferred tax assets as of December 31, 2002 is as follows:
Net operating loss carry-forward ($ 97,033)
Valuation allowance ( 97,033)
--------
$ -
=======
The difference between the income tax benefit in the accompanying statements of
operations and the amount that would result if the Federal statutory rate of
34% were applied to pre-tax loss is as follows for the year ended December 31,
2001:
Income tax benefit at statutory rate $ 29,110
Valuation allowance (29,110)
------
$ -
======
The net operating loss carry forward of $97,033 for federal tax purposes will
expire in year 2022.
NOTE 4 RELATED PARTY TRANSACTIONS
The Company issued shares of restricted common stock to its officers, legal
counsel, and consultant in exchange for services rendered. The stocks issued
are recorded at fair value par value of the services received.
During the year 2001 and 2002, the Company received loans from officers who are
also stockholders. These loans are non-interest bearing and have no specific
terms of repayment. The balance of the loan payable to related party as of
December 31, 2002 was $862,010. During May, 2003, this balance was extinguished
in exchange for 10,300,000 shares of common stock. As of June 30, 2003, the
new balance of the loan payable to the related party is $103,822.
NOTE 5 LICENSE AGREEMENT
On May 7, 2001, the Company entered into a license agreement. The purchase
price for the license was $1,750,000. The cost of the licensing agreement
acquired was recorded as an intangible asset and is being amortized over the
term of the license of five years. At December 31, 2001, accumulated
amortization was $116,667. On December 23, 2002, the above agreement was
mutually cancelled by both parties. Related adjustments are reflected in
December 31, 2002 financial Statements.
NOTE 6 ACQUISITION OF SUBSIDIARY
In May, 2002, the company entered into an agreement to acquire Bio
Therapeutics, Inc. a Florida corporation. In April, 2003, Bio Therapeutics
terminated the agreement, and the company has filed suit in Florida State Court
to collect over $600,000 in monies loaned during the pendency of the agreement.
NOTE 7 GOING CONCERN
The Company has no assets with which to create operating capital. It has an
accumulated deficit of $275,555 at December 31, 2002. These factors raise
substantial doubt about the company's ability to continue as a going concern.
The company seeks to raise operating capital through private placements of its
common stock. However, there can be no assurance that such offering or
negotiations will be successful.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
Since inception, we have experienced losses. We have financed our operations
primarily through the sale of our common stock or by loans from shareholders.
The net loss for the six months ended June 30, 2003 was $103,822, compared to a
net loss of $35,000 for the same period of 2002. Management has determined
that, due to the company's lack of operating revenue since inception, a
comparison of the two periods would not be meaningful.
Liquidity and Capital Resources
As of June 30, 2003, we had a working capital surplus of $713,105, compared to
a working capital deficit of $45,083 for December 31, 2002. Management
attributes this surplus to the conversion of the loan payable to a stockholder
into common stock. We have no material commitments for the next twelve months.
We believe that our current cash needs for at least the next twelve months can
be met by loans from our directors, officers and shareholders.
Recent Developments
On August 22, 2002, Nutra Pharma Corp ("Nutra Pharma") consummated the first
portion of its share exchange agreement with of Bio Therapeutics, Inc., a
Florida corporation ("Bio Therapeutics"), provided for in the Definitive
Agreement dated May 30, 2002 and the Closing Agreement for the Exchange of
Common Stock dated August 12, 2002, as amended. Pursuant to the Agreement, Bio
Therapeutics was being acquired by Nutra Pharma as a wholly owned subsidiary.
Throughout the course of the consummation of the agreement, Nutra Pharma loaned
to Bio Therapeutics over $600,000 for operating expenses. On April 23, 2003,
Bio Therapeutics withdrew from and terminated the agreement, and returned
9,156,961 common shares of the company for cancellation. The Company is
currently suing Bio Therapeutics for the money loaned. Motions to strike
affirmative defenses and counterclaims are set for August 5, 2003, and Motions
for Emergency Appointment of Receiver, alleging mismanagement and for Summary
Judgment have been set for September 8, 2003.
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote NONE
Item 5. Other information NONE
Item 6.
a) Exhibits NONE
b) Reports on 8K
May 2, 2003
July 24, 2003
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NUTRA PHARMA CORP.
Dated: August 13, 2003 By: Rik Deitsch
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Rik Deitsch, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Zirk Engelbrecht
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Zirk Engelbrecht, Treasurer
Date: August 13, 2003
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Nutra Pharma, Inc. on Form 10-QSB
for the period ended March 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof, the undersigned certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:
1. The report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.
Dated: August 13, 2003 By: Rik Deitsch
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Rik Deitsch,
Chief Executive Officer
Dated: August 13, 2003 By: Zirk Englebrecht
------------------------
Zirk Englebrecht
Treasurer
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Rik Deitsch, certify that:
1. I have reviewed this report on Form 10-QSB of Nutra Pharma Corp.
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the year ending 2002, as
presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses. Date: August 13,
2003
Rik Deitsch
------------------------
Rik Deitsch
Chief Executive Officer
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Zirk Englebrecht, certify that:
1. I have reviewed this report on Form 10-QSB of Nutra Pharma Corp.
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the year ending
2002, as presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: August 13, 2003
Zirk Englebrecht
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Zirk Englebrecht
Chief Financial Officer