California
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91-2021600
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(State
or Other Jurisdiction of Organization)
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(IRS
Employer Identification
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Title
of Securities to be Registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per
share
(2)
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Proposed
maximum
aggregate
offering
price
|
|
Amount
of
registration
fee
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|||
Common
Shares
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25,000,000
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$0.066
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$1,650,000
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$50.66
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|||||||
(1)
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The
number of shares being registered represents the shares issuable
pursuant
to the maximum number of shares, which may be issued under the Nutra
Pharma Corp. 2007 Employee/Consultant Stock Compensation Plan (the
Plan).
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the
“Securities Act”), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the
Consulting Services Plan, as amended and restated, by reason of any
stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant’s receipt of consideration which results
in an increase in the number of the outstanding shares of the Registrant’s
Common Stock.
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(2)
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Calculated
solely for purposes of this offering under Rule 457(h) of the Securities
Act on the basis of the average of the high and low price per share
of the
Registrant’s Common Stock on June 22, 2007 as reported by the OTC
Bulletin Board.
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Item 3.
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Incorporation
of Documents by Reference.
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(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2006 filed with the Commission on June 6, 2007.
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(b)
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The
Registrant’s Quarterly Report on Form 10-Q for the period ended March 31,
2007 filed with the Commission on May 21, 2007.
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(c)
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The
Registrant’s Current Reports on Form 8-K filed with the Commission on May
9, 2007 and June 4, 2006.
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(d)
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The
description of the Registrant’s Common Stock contained in the Registrant’s
Statement on Form 8-A filed with the Commission under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) on December 19,
2000.
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Item 4.
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Description
of Securities.
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Item 5.
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Interests
of Named Experts and Counsel.
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Item 6.
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Indemnification
of Directors and Officers.
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Item 7.
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Exemption
from Registration Claimed.
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Item 8.
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Exhibits.
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Exhibit
Number
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|
Exhibit
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5.1
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|
Opinion
and consent of Hamilton, Lehrer and Dargan, P.A.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Hamilton, Lehrer and Dargan, P.A. as contained in Exhibit
5.1.
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Item 9.
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Undertakings.
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NUTRA
PHARMA CORP.
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/s/ Rik
J. Deitsch
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Rik
J. Deitsch, Chairman, President, Chief
Executive
Officer and Chief Financial Officer
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|
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Signature
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Title
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Date
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|
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/s/ Rik
J. Deitsch
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Chairman
of the Board, President,
Chief
Executive Officer and
Chief
Financial Officer
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June
6, 2007
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/s/
Stanley Cherelstein
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Director
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June
6, 2007
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/s/
Stewart Lonky
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Director
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June
6, 2007
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Exhibit
Number
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Exhibit
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5.1
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Opinion
and consent of Hamilton, Lehrer and Dargan, P.A.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Hamilton, Lehrer & Dargan, P.A. as contained in Exhibit
5.1.
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