UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended SeptemberJune 30, 20212022

 

☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _________ to ________

 

Commission file numbers 000-32141

 

NUTRA PHARMA CORP.CORP.

 

(Name of registrant as specified in its charter)

 

California 91-2021600

(State or Other

Jurisdiction of Organization)

 

(IRS Employer

Identification Number)

 

1537 NW 65th Avenue

Plantation, FL

 33313
(Address of principal executive offices) (Zip Code)

 

(954) 509–0911

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Ticker symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

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 ☐ No ☒

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company.

 

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer☐Smaller reporting company ☒
 Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ☐ No ☒

 

As of November 10, 2021,August 22, 2022, there were 7,325,985,964 7,586,352,214shares of common stock and 3,000,00012,000,000 shares of Series AB preferred stock issued and outstanding.

 

 

 

 
 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATIONF-1
  
Item 1. Financial StatementsF-1
  
Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20212022 (Unaudited) and December 31, 20202021F-1
  
Condensed Consolidated Statements of Operations for the Three and NineSix months ended SeptemberJune 30, 20212022 and 20202021 (Unaudited)F-2
  
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended SeptemberJune 30, 20212022 and 20202021 (Unaudited)F-3
  
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the NineSix months ended SeptemberJune 30, 20212022 and 20202021 (Unaudited)F-4
  
Condensed Consolidated Statements of Cash Flows for the NineSix months ended SeptemberJune 30, 20212022 and 20202021 (Unaudited)F-5
  
Notes to Condensed Consolidated Financial Statements (Unaudited)F-6
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations4
  
Item 3. Quantitative and Qualitative Disclosures about Market Risk1411
  
Item 4. Controls and Procedures1411
  
PART II. OTHER INFORMATION1412
  
Item 1. Legal Proceedings1512
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds1713
  
Item 3. Defaults Upon Senior Securities1713
  
Item 4. Mine Safety Disclosure1713
  
Item 5. Other Information1713
  
Item 6. Exhibits1713

2
 

 

Nutra Pharma Corp (“Nutra Pharma”) and its wholly owned subsidiaries, ReceptoPharm, Inc. (“ReceptoPharm”) and Designer Diagnostics Inc. are referred to herein as “we”, “our” or “us” (ReceptoPharm is also individually referred to herein).

 

Forward Looking Statements

 

This Quarterly Report on Form 10–Q for the period ending SeptemberJune 30, 2021,2022, contains forward–looking statements that involve risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward–looking statements. The words or phrases “would be,” “will allow, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward–looking statements.” We are subject to risks detailed in Item 1(a). All statements other than statements of historical fact are statements that could be deemed forward–looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward–looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

 

3
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

NUTRA PHARMA CORP.

Condensed Consolidated Balance Sheets

 

 September 30, December 31,  June 30, December 31, 
 2021  2020  2022  2021 
  (Unaudited)          
ASSETS                
Current assets:                
Cash $44,750  $-  $10,448  $90,910 
Accounts receivable  41,438   37,080   47,313   45,998 
Inventory, current portion  33,008   5,271   41,648   31,289 
Other receivable  6,000   3,000   -   6,000 
Convertible notes receivable  254,965   -   314,985   273,480 
Prepaid expenses and other current assets  191,955   10,000   90,650   86,150 
Total current assets  572,116   55,351   505,044   533,827 
                
Inventory, less current portion  98,880   78,880   92,480   98,880 
Property and equipment, net  43,332   14,742   91,504   44,701 
Operating lease right-of-use assets  112,117   144,010   58,944   93,811 
Security deposit  8,803   8,803   8,803   8,803 
Total assets $835,248  $301,786  $756,775  $780,022 
                
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities:                
Accounts payable $611,944  $599,428  $666,188  $672,372 
Accrued expenses  814,146   780,432   922,413   851,470 
Accrued payroll due to officers  1,555,193   1,429,693   1,133,693   1,053,693 
Deferred revenue  80,410   - 
Accrued interest to related parties  153,402   179,522   141,236   147,768 
Due to officer  181,275   200,837   110,303   199,726 
Derivative liabilities  12,606,463   3,567,176   5,385,988   10,537,344 
Other debt, net of discount, current portion  7,708,870   4,631,921   8,258,136   7,598,325 
SBA notes payable, current portion  68,550   10,725   2,121   2,121 
Operating lease obligations, current portion  75,632   82,873   39,611   77,673 
Total current liabilities  23,775,475   11,482,607   16,740,099   21,140,492 
Promissory note, less current portion  15,076   - 
Convertible note, less current portion  514,206   48,477   51,057   369,401 
SBA notes payable, less current portion  146,245   204,070   147,779   147,779 
Operating lease obligations, less current portion  20,003   60,447 
Total liabilities  24,455,929   11,795,601   16,954,011   21,657,672 
                
Commitments and Contingencies  -       -   - 
                
Stockholders’ deficit:                
                
Preferred stock, $0.001 par value, 20,000,000 shares authorized: 3,000,000 Series A Preferred shares issued and outstanding at September 30, 2021 and December 31, 2020  3,000   3,000 
Common stock, $0.001 par value, 8,000,000,000 shares authorized: 7,308,485,964 and 6,955,197,214 shares issued and outstanding at September 30, 2021 and December 31, 2020  7,308,486   6,955,197 
Preferred stock, $0.001 par value, 20,000,000 shares authorized and 12,000,000 Series B Preferred shares issued and outstanding at June 30, 2022 and December 31, 2021  12,000   12,000 
Common stock, $0.001 par value, 12,000,000,000 shares authorized: 7,586,352,214 and 7,330,985,964 shares issued and outstanding at June 30, 2022 and December 31, 2021  7,586,352   7,330,986 
Additional paid-in capital  52,965,853   50,181,456   53,565,739   53,508,353 
Accumulated deficit  (83,898,020)  (68,633,468)  (77,361,327)  (81,728,989)
Total stockholders’ deficit  (23,620,681)  (11,493,815)  (16,197,236)  (20,877,650)
Total liabilities and stockholders’ deficit $835,248  $301,786  $756,775  $780,022 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

 

F-1
 

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Operations

(Unaudited)

 

          2022  2021  2022  2021 
 For the Three Months Ended September 30,  For the Nine Months Ended September 30,  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
 2021  2020  2021  2020  2022  2021  2022  2021 
                  
Net sales $19,266  $13,372  $71,748  $36,728  $90,378  $30,459  $112,576  $52,482 
Cost of sales  (9,644)  (3,106)  (24,284)  (12,070)  (60,797)  (9,006)  (75,203)  (14,640)
Gross profit  9,622   10,266   47,464   24,658   29,581   21,453   37,373   37,842 
                                
Operating expenses:                                
Selling, general and administrative - including stock based compensation of $64,750 and $0 for the three months ended September 30, 2021 and 2020, and $66,195 and $8,500 for the nine months ended September 30, 2021 and 2020, respectively  556,932   253,019   1,501,689   723,887 
Bad debt expense (recovery) -related party  (35,000)  (59,000)  38,000   (129,500)
Selling, general and administrative - including stock based compensation of $10,250 and $1,445 for the three months ended June 30, 2022 and 2021, and $20,500 and $1,445 for the six months ended June 30, 2022 and 2021, respectively  348,868   440,165   665,084   944,757 
Bad debt expense - related party  21,799   20,000   21,799   73,000 
Total operating expenses  521,932   194,019   1,539,689   594,387   370,667   460,165   686,883   1,017,757 
Loss from operations  (512,310)  (183,753)  (1,492,225)  (569,729)  (341,086)  (438,712)  (649,510)  (979,915)
                                
Other income (expenses)                                
Other income  4,750   -   6,465   5,000   5,500   1,715   12,005   1,715 
Interest expense  (131,482)  (69,392)  (346,792)  (216,503)  (195,509)  (103,970)  (384,651)  (215,310)
Interest expense to related parties  (4,504)  (5,062)  (13,881)  (14,697)  (4,189)  (4,432)  (8,468)  (9,377)
Change in fair value of convertible notes and derivatives  16,133,270   852,675   (12,824,783)  2,169,152   3,484   3,918,817   5,549,845   (28,958,053)
Stock issued for loan modification  -   (6,700)  (107,500)  (86,900)
Stock based loan modification cost  -   -   -   (107,500)
Loss on settlement of debt and accrued expense, net  (56,339)  -   (485,836)  (22,000)  (114,000)  (11,200)  (151,559)  (429,497)
Total other income (expenses)  15,945,695   771,521   (13,772,327)  1,834,052   (304,714)  3,800,930   5,017,172   (29,718,022)
Income (Loss) before income taxes  15,433,385   587,768   (15,264,552)  1,264,323 
Income (loss) before income taxes  (645,800)  3,362,218   4,367,662   (30,697,937)
Provision for income taxes  -   -   -   -   -   -   -   - 
Net income (loss) $15,433,385  $587,768  $(15,264,552) $1,264,323  $(645,800) $3,362,218  $4,367,662  $(30,697,937)
                                
Net income (loss) per share - basic and diluted $0.00  $0.00  $(0.00) $0.00  $(0.00) $0.00  $0.00  $(0.00)
                                
Weighted average number of shares outstanding during the period - basic  7,289,196,290   6,639,683,067   7,201,163,176   6,512,418,374   7,468,989,577   7,248,545,868   7,409,580,667   7,156,417,062 
                                
Weighted average number of shares outstanding during the period - diluted  12,670,053,386   13,075,446,759   7,201,163,176   13,006,720,704   7,468,989,577   11,761,879,558   15,459,963,140   7,156,417,062 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

 

F-2
 

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months ended SeptemberJune 30, 20212022 and 20202021

(Unaudited)

 

              Additional     Total 
  Preferred Stock  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance -June 30, 2021  3,000,000  $3,000   7,267,619,714  $7,267,620  $52,816,687  $(99,331,405) $(39,244,098)
                             
Issuance of common stock in exchange for services to consultants  -   -   20,000,000   20,000   97,000   -   117,000 
Common stock issued for debt modification and penalty                            
Common stock issued for debt modification and penalty, shares                            
Common stock issued for conversion of debt                            
Common stock issued for conversion of debt, shares                            
Common stock issued for settlement of debt  -   -   20,866,250   20,866   52,166       73,032 
Warrants issued with Debt--Debt discount                            
Net income                      15,433,385   15,433,385 
Balance -September 30, 2021  3,000,000  $3,000   7,308,485,964  $7,308,486  $52,965,853  $(83,898,020) $(23,620,681)
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
  Preferred Stock        Additional     Total 
  Series A  Series B  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance -March 31, 2022  -  $-   12,000,000  $12,000   7,363,852,214  $7,363,852  $53,565,739  $(76,715,527) $(15,773,936)
                                     
Common stock issued for settlement of debt  -   -   -   -   222,500,000   222,500   -       222,500 
Net loss                              (645,800)  (645,800)
Balance -June 30, 2022  0  $-   12,000,000  $12,000   7,586,352,214  $7,586,352  $53,565,739  $(77,361,327) $(16,197,236)

              Additional     Total 
  Preferred Stock  Common Stock     Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance -June 30, 2020  3,000,000  $3,000   6,627,746,111  $6,627,746  $50,125,203  $(67,187,729) $(10,431,780)
                             
Common stock issued for debt modification and penalty  -   -   11,000,000   11,000   (4,300)  -   6,700 
Common stock issued for conversion of debt  -   -   107,133,333   107,133   64,280   -   171,413 
Warrants issued with Debt--Debt discount  -   -   -   -   20,847   -   20,847 
Net income                      587,768   587,768 
Balance -September 30, 2020  3,000,000  $3,000   6,745,879,444  $6,745,880  $50,206,029  $(66,599,961) $(9,645,052)

  Preferred Stock        Additional     Total 
  Series A  Series B  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance -March 31, 2021  3,000,000  $3,000   -   -   7,225,349,714  $7,225,350  $52,566,971  $(102,693,623) $(42,898,302)
                                     
Issuance of common stock in exchange for services to consultants  -   -   -   -   5,000,000   5,000   28,000   -   33,000 
Common stock issued for conversion of debt  -   -   -   -   35,270,000   35,270   208,517   -   243,787 
Common stock issued for settlement of debt  -   -   -   -   2,000,000   2,000   13,199   -   15,199 
Net income  -        -        -        -    3,362,218   3,362,218 
Balance -June 30, 2021  3,000,000  $3,000   -  $-   7,267,619,714  $7,267,620  $52,816,687  $(99,331,405) $(39,244,098)

 

See the accompanying notes to the unaudited condensed consolidated financial statements.

 

F-3
 

 

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine monthsSix Months ended SeptemberJune 30, 20212022 and 20202021

(Unaudited)

  Preferred Stock        Additional     Total 
  Series A  Series B  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance -December 31, 2021  -  $-   12,000,000  $12,000   7,330,985,964  $7,330,986  $53,508,353  $(81,728,989) $(20,877,650)
                                     
Common stock issued for conversion of debt  -   -   -   -   12,000,000   12,000   24,000   -    36,000 
Common stock issued for settlement of debt  -   -   -   -   243,366,250   243,366   33,386       276,752 
Net income  -        -        -            4,367,662   4,367,662 
Balance -June 30, 2022  -  $-   12,000,000  $12,000   7,586,352,214  $7,586,352  $53,565,739  $(77,361,327) $(16,197,236)

 

              Additional     Total 
  Preferred Stock  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance -December 31, 2020  3,000,000  $3,000   6,955,197,214  $6,955,197  $50,181,456  $(68,633,468) $(11,493,815)
                             
Issuance of common stock in exchange for services to consultants  -   -   25,000,000   25,000   125,000   -   150,000 
Common stock issued for debt modification and penalty  -   -   25,000,000   25,000   82,500   -   107,500 
Common stock issued for conversion of debt  -   -   240,350,000   240,350   2,104,049   -   2,344,399 
Common stock issued for settlement of debt  -   -   62,938,750   62,939   472,848   -   535,787 
Net loss                      (15,264,552)  (15,264,552)
Balance -September 30, 2021  3,000,000  $3,000   7,308,485,964  $7,308,486  $52,965,853  $(83,898,020) $(23,620,681)

          Additional     Total  Preferred Stock       Additional     Total 
 Preferred Stock  Common Stock  Paid-in  Accumulated  Stockholders’  Series A  Series B  Common Stock  Paid-in  Accumulated  Stockholders’ 
 Shares  Amount  Shares  Amount  Capital  Deficit  Deficit  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance -December 31, 2019  3,000,000  $3,000   5,876,746,111  $5,876,746  $50,283,503  $(67,864,284) $(11,701,035)
Balance -December 31, 2020  3,000,000  $3,000   -   -   6,955,197,214  $6,955,197  $50,181,456  $(68,633,468) $(11,493,815)
Beginning balance, value  3,000,000  $3,000   -   -   6,955,197,214  $6,955,197  $50,181,456  $(68,633,468) $(11,493,815)
                                                                
Beginning balance, value  3,000,000  $3,000   5,876,746,111  $5,876,746  $50,283,503  $(67,864,284) $(11,701,035)
Issuance of common stock in exchange for services to consultants  -   -   -   -   5,000,000   5,000   28,000   -   33,000 
Common stock issued for debt modification and penalty  -   -   137,000,000   137,000   (50,100)  -   86,900   -   -   -   -   25,000,000   25,000   82,500   -   107,500 
Common stock issued for conversion of debt  -   -   607,133,333   607,133   (10,720)  -   596,413   -   -   -   -   240,350,000   240,350   2,104,049   -   2,344,399 
Common stock issued for settlement of debt  -   -   125,000,000   125,000   (37,500)  -   87,500   -   -   -   -   42,072,500   42,073   420,682   -   462,755 
Warrants issued with Debt--Debt discount  -   -   -   -   20,847   -   20,847 
Net income                      1,264,323   1,264,323 
Net loss  -                -            (30,697,937)  (30,697,937)
Net income (loss)                      1,264,323   1,264,323   -                -            (30,697,937)  (30,697,937)
Balance -September 30, 2020  3,000,000  $3,000   6,745,879,444  $6,745,879  $50,206,030  $(66,599,961) $(9,645,052)
Balance -June 30, 2021  3,000,000  $3,000   -  $-   7,267,619,714  $7,267,620  $52,816,687  $(99,331,405) $(39,244,098)
Ending balance, value  3,000,000  $3,000   6,745,879,444  $6,745,880  $50,206,029  $(66,599,961) $(9,645,052)  3,000,000  $3,000   -  $-   7,267,619,714  $7,267,620  $52,816,687  $(99,331,405) $(39,244,098)

 

See the accompanying notes to the unaudited condensed consolidated financial statements.

 

F-4
 

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

          
 For the Nine Months Ended September 30,  For the Six Months Ended June 30, 
 2021  2020  2022  2021 
          
Cash flows from operating activities:                
Net (loss) income $(15,264,552) $1,264,323 
Adjustments to reconcile net (loss) income to net cash used in operating activities:        
Bad debt expense (recovery) - related party  38,000   (129,500)
Net income (loss) $4,367,662  $(30,697,937)
Adjustments to reconcile net income (loss) to net cash used in operating activities:        
Bad debt expense - related party  21,799   73,000 
Accrued interest expense for amount due to officer  5,788   5,637   2,396   3,891 
Loss on settlement of debt and accrued expense  485,836   22,000   151,559   429,497 
Depreciation  6,178   2,529   11,190   3,385 
Stock-based compensation  66,195   8,500   20,500   1,445 
Stock-based loan modification cost  107,500   86,900   -   107,500 
Amortization of convertible notes receivable discount  (6,465)  -   (12,005)  (1,715)
Change in fair value of convertible notes and derivatives  12,824,783   (2,169,152)  (5,549,845)  28,958,053 
Amortization of loan discount  232,117   81,185   267,517   137,881 
Amortization of operating lease right-of-use assets  35,995   61,908   34,867   11,461 
Changes in operating assets and liabilities:                
Increase in accounts receivable  (4,359)  (4,334)  (1,315)  (807)
Increase in other receivable  (9,000)  -   (9,000)  (6,000)
Increase in inventory  (47,737)  (11,335)  (3,959)  (48,732)
Increase in prepaid expenses and other current assets  (98,150)  (7,218)  (25,000)  (38,650)
Decrease in accounts payable  12,516   1,832   (6,184)  (60,960)
Increase in accrued expenses  56,973   156,888   70,943   18,621 
Increase in accrued payroll due to officers  125,500   143,800   80,000   77,000 
Increase (decrease) in accrued interest to related parties  (26,120)  14,697 
Increase in deferred revenue  80,410   - 
Decrease in accrued interest to related parties  (6,532)  (30,623)
Decrease in operating lease obligations  (51,787)  (53,923)  (38,062)  (34,179)
Net cash used in operating activities  (1,510,789)  (525,263)  (543,059)  (1,097,869)
                
Cash flows from investing activities:                
Convertible notes receivable advances  (242,500)  -   (14,500)  (150,500)
Acquisition of equipment  (34,768)  -   (57,993)  (30,164)
Net cash used in investing activities:  (277,268)  -   (72,493)  (180,664)
                
Cash flows from financing activities:                
Loans from officer  56,900   219,900   35,382   21,900 
Repayment of officer loans  (120,250)  (17,350)  (149,000)  (107,250)
Repayments of notes payable-related party  -   (14,400)
Proceeds from convertible notes  1,976,560   162,483   480,000   1,492,560 
Repayment of convertible notes  (65,028)  -   (30,507)  (62,822)
Advances from an unrelated third party  -   50,000   251,340   - 
Repayments of other notes payable  (15,375)  (90,165)  (52,125)  (15,375)
Proceeds from SBA notes payable  -   214,795 
Net cash provided by financing activities  1,832,807   525,263   535,090   1,329,013 
                
Net increase in cash  44,750   - 
Net increase(decrease) in cash  (80,462)  50,480 
                
Cash - beginning of period  -   -   90,910   - 
                
Cash - end of period $44,750  $-  $10,448  $50,480 
                
Supplemental Cash Flow Information:                
Cash paid for interest $41,951  $-  $62,022  $40,000 
Cash paid for income taxes $-  $-  $-  $- 
Non Cash Financing and Investing:                
Stocks issued in settlement of notes and accrued expenses $535,787  $87,500 
Shares issued for conversion of debt $2,344,399  $596,413 
Warrants issued with Debt--Debt discount $-  $20,847 
Purchase of equipment included in accounts payable $-  $11,810 
Common stock issued in settlement of notes $276,752  $462,755 
Common stock issued for conversion of debt $36,000  $2,344,399 
Warrants issued with Debt—Debt discount $100,000  $- 
Increase of right-of-use asset due to lease renewal $4,102  $-  $-  $4,102 
Increase of operating lease liabilities due to lease renewal $4,102  $-  $-  $4,102 
Reclassification of accrued interest to debt $-  $30,850 
Reclassification of rental receivable to convertible notes receivable $6,000  $-  $15,000  $6,000 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

 

F-5
 

 

NUTRA PHARMA CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

SeptemberJune 30, 20212022

 

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

 

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin®, an over-the-counter pain reliever that is a stronger version of Cobroxin® and is designed to treat severe chronic pain. In December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs. In October 2019, Nutra Pharma launched Equine Pain-Away™, an over-the-counter topical pain reliever designed to treat pain and inflammation in horses. In March 2021, Nutra Pharma launched Luxury Feet™, an over-the-counter pain reliever designed specifically to treat foot pain and inflammation especially for women that wear high heels and stilettos.

 

Basis of Presentation and Consolidation

 

The Unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K.10-K from which the accompanying condensed consolidated balance sheet dated December 31, 2021 was derived.

 

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June 2011. All intercompany transactions and balances have been eliminated in consolidation.

 

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Liquidity and Going Concern

 

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $83,898,02077,361,327 at SeptemberJune 30, 2021.2022. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $23,203,35916,235,055 and a stockholders’ deficit of $23,620,68116,197,236 at SeptemberJune 30, 2021.2022.

 

There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

 

We do not have sufficient cash to sustain our operations for a period of twelve months from the issuance date of this report and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

 

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

F-6
 

 

Impact of COVID-19 on our Operations

 

The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. Beginning in June 2020, the Company experienced a delay in retail rollout as a downstream implication of the slowing economy. We also closed our Coral Springs office in effort to save money. During May 2020, we received approval from the Small Business Administration (“SBA”) to fund our request for a PPP loan for $64,895. We used the proceeds primarily for payroll costs. We expect forgiveness of thisThe entire loan under the current terms of requirement by the SBA.was forgiven in November 2021. During April and June 2020, we obtained athe loan in the amount of $150,000 from the SBA under its Economic Injury Disaster Loan assistance program. We used the proceeds primarily for rent, payroll, utilities, accounting and legal expenses (See Note 6).

 

The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; and the distribution of testing and a vaccine.

 

Use of Estimates

 

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions 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. Significant estimates include our ability to continue as going concern, the recoverability of inventories and long-lived assets, the recoverability of amounts due from officer, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

 

Revenue from Contracts with Customers

 

The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.

 

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled upon shipment of products. We record revenues net of promotions and discounts. For certain product sales to a distributor, we record revenue including a portion of the cash proceeds that is remitted back to the distributor.

 

F-7
 

 

Accounting for Shipping and Handling Costs

 

We account for shipping and handling as fulfillment activities and record amounts billed to customers as revenue and the related shipping and handling costs as cost of sales.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of periodic credit evaluations of our customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

 

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. NaN allowance for doubtful account is deemed to be required at SeptemberJune 30, 20212022 and December 31, 2020.2021.

 

Inventories

 

Inventories, which are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. We classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory quantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its estimates of product demand and production requirements. Write-downs are charged to cost of goods sold. We performed an evaluation of our inventory and related accounts at SeptemberJune 30, 20212022 and December 31, 2020,2021, and increased the reserve on supplier advances for future venom purchases included in prepaid expenses and other current assets by $0 and $21,30348,000, respectively. At both SeptemberJune 30, 20212022 and December 31, 2020,2021, the total valuation allowance for prepaid venom was $246,162294,162.

 

Financial Instruments and Concentration of Credit Risk

 

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

 

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. In addition, for the three months ended SeptemberJune 30, 2021, there was no2022, one customer accounted more thanfor 1069% of the total revenues. For the three months ended SeptemberJune 30, 2020, there was2021, one customer accounted for 2831% of the total revenues. For the ninesix months ended SeptemberJune 30, 2021, there was2022, one customer that accounted for 2563% of the total revenues. For the ninesix months ended SeptemberJune 30, 2020, there was2021, one customer that accounted for 3833% of the total revenues. As of SeptemberJune 30, 20212022 and December 31, 2020,2021, 97% and 100% of the accounts receivable balance are reserves due from two payment processors.

 

F-8
 

 

Operating Lease Right-of-Use Asset and Liability

 

The Company accounts for leases in accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC Topic 842”). This standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases.

 

In accordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and whether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

 

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing rate.

 

Derivative Financial Instruments

 

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to other income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

 

Convertible Debt

 

For convertible debt that doeswas issued before the adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity that did not contain an embedded derivative that requiresrequired bifurcation, the conversion feature iswas evaluated to determine if the rate of conversion iswas below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt iswas recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt iswas recorded net of the discount for the BCF. The discount iswas amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

 

F-9
 

 

The Fair Value Measurement Option

 

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

 

Derivative Accounting for Convertible Debt and Options and Warrants

 

The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC Topic 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt and options and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

 

Property and Equipment

 

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

 

Long-Lived Assets

 

The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

 

Income Taxes

 

The Company recorded no income tax expense for the three and ninesix months ended SeptemberJune 30, 20212022 and 20202021 because the estimated annual effective tax rate was zero. As of SeptemberJune 30, 2021,2022, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

 

The Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) effective as of January 1, 2021. The standard is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard did not have a material effect on the accompanying consolidated financial statements.

Stock-Based Compensation

 

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”). ASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

 

F-10
 

 

Net Income (Loss) Per Share

 

Net income (loss) per share is calculated in accordance with FASB ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion options and warrants would come from newly issued common shares from our remaining authorized shares.

SCHEDULE OF NET INCOME (LOSS) PER SHARE

  2022  2021  2022  2021 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2022  2021  2022  2021 
Basic and diluted numerator:                
                 
Net income (loss) - basic $(645,800) $3,362,218  $4,367,662  $(30,697,937)
                 
Effect of dilutive securities:                
Change in fair value of convertible notes  -   (1,647,754)  (732,404)  - 
Interest on convertible debt  -   58,330   152,682   - 
Net income (loss) - diluted $(645,800) $1,772,794  $3,787,940  $(30,697,937)
                 
Basic and diluted denominator:                
                 
Weighted-average common shares outstanding - basic  7,468,989,577   7,248,545,868   7,409,580,667   7,156,417,062 
                 
Effect of dilutive securities:                
Convertible debt  -   4,513,333,690   7,439,393,188   - 
Options and warrants  -   -   610,989,285   - 
Weighted-average common shares outstanding - diluted (1)  7,468,989,577   11,761,879,558   15,459,963,140   7,156,417,062 
                 
Net income (loss) per share - basic and diluted $(0.00) $0.00  $0.00  $(0.00)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2021  2020  2021  2020 
Basic and diluted numerator:                
                 
Net income (loss) - basic $15,433,385  $587,768  $(15,264,552) $1,264,323 
                 
Effect of dilutive securities:                
Change in fair value of convertible notes  (2,595,948)  (756,770)  -   (2,575,388)
Interest on convertible debt  91,454   7,171   -   23,338 
Net income (loss) - diluted $12,928,891  $(161,831) $(15,264,552) $(1,287,727)
                 
Basic and diluted denominator:                
                 
Weighted-average common shares outstanding - basic  7,289,196,290   6,639,683,067   7,201,163,176   6,512,418,374 
                 
Effect of dilutive securities:                
Convertible debt  5,380,857,096   6,435,763,692   -   6,494,302,330 
Weighted-average common shares outstanding - diluted (1)  12,670,053,386   13,075,446,759   7,201,163,176   13,006,720,704 
                 
Net income (loss) per share - basic and diluted $0.00  $(0.00) $(0.00) $(0.00)

(1)Includes potential common shares that are in excess of authorized shares.

 

ForThe following table summarizes the weighted average securities that were excluded from the diluted per share calculation because (1) for the three months ended SeptemberJune 30, 2022, the effect of including these potential shares was antidilutive due to a net loss and (1) for the three months ended June 30, 2021, the exercise prices of the options and 2020,warrants were greater than the following items were not included inaverage market price of the calculation of dilutive loss per share as the effect is anti-dilutive:common shares:

 SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE

  September 30, 2021  September 30, 2020 
Options and warrants  108,175,000   94,600,000 
Convertible notes payable at fair value  -   - 
Convertible notes payable  -   - 
Total  108,175,000   94,600,000 
June 30, 2022June 30, 2021
Options and warrants610,989,285-
Convertible notes payable at fair value2,779,132,558-
Convertible notes payable5,565,909,377-
Total8,956,031,220-

 

ForThe following table summarizes the nineweighted average securities that were excluded from the diluted per share calculation because (1) for the six months ended SeptemberJune 30, 2022, the exercise prices of the options and warrants were greater than the average market price of the common shares and (2) for the six months ended June 30, 2021, and 2020, the following items were not included in the calculation of dilutive loss per share as the effect is anti-dilutive:of including these potential shares was antidilutive due to a net loss:

 

  September 30, 2021  September 30, 2020 
Options and warrants  108,175,000   94,600,000 
Convertible notes payable at fair value  1,201,380,692   - 
Convertible notes payable  4,434,302,953   - 
Total  5,743,858,645   94,600,000 
June 30, 2022June 30, 2021
Options and warrants-200,275,000
Convertible notes payable at fair value-774,465,232
Convertible notes payable-3,992,826,154
Total-4,967,566,386

 

F-11
 

Recent Adopted Accounting Pronouncements

As of January 1, 2022, the Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The adoption did not have a material effect on the accompanying consolidated financial statements.

As of January 1, 2022, the Company adopted ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), which will clarify and reduce diversity in practice. Specifically, the new standard includes a recognition model comprising four categories of transactions and corresponding accounting treatment for each category. The category that would apply to a modification or an exchange of an equity-classified warrant would depend on the substance of the modification transaction (e.g. a financing transaction to raise equity versus one to raise debt). This recognition model is premised on the idea that the accounting for the transaction should not differ from what it would have been had the issuer of the warrants paid cash instead of modifying the warrants. The adoption did not have a material effect on the accompanying consolidated financial statements.

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016- 13”), which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company, the allowance for credit losses must be adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected credit losses on trade receivables under ASU 2016-13. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022 for smaller reporting companies. Early adoption is permitted. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption.

 

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company will adopt this standard using a modified retrospective approach effective January 1, 2022. The Company is currently evaluating the impact of this standard, and does not believe that it will have a material effect on the accompanying consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), which will clarify and reduce diversity in practice. Specifically, the new standard includes a recognition model comprising four categories of transactions and corresponding accounting treatment for each category. The category that would apply to a modification or an exchange of an equity-classified warrant would depend on the substance of the modification transaction (e.g. a financing transaction to raise equity versus one to raise debt). This recognition model is premised on the idea that the accounting for the transaction should not differ from what it would have been had the issuer of the warrants paid cash instead of modifying the warrants. ASU 2021-04 will be effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. This ASU will be applied prospectively to modifications or exchanges occurring on or after the effective date of the ASU. The Company is currently evaluating the impact this new guidance will have on its condensed consolidated financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

2. FAIR VALUE MEASUREMENTS

 

Certain assets and liabilities that are measured at fair value on a recurring basis at SeptemberJune 30, 20212022 and December 31, 20202021 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements.

 

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

 

Level 1:Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;
Level 2:Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3:Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

 

F-12
 

 

The following table summarizes our financial instruments measured at fair value at SeptemberJune 30, 20212022 and December 31, 2020:2021:

 SUMMARY OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

 Total  Level 1  Level 2  Level 3 
 Fair Value Measurements at September 30, 2021  Fair Value Measurements at June 30, 2022 
 Total  Level 1  Level 2  Level 3  Total Level 1 Level 2 Level 3 
Liabilities:                  
Warrant liability $190,414  $-  $-  $190,414  $376,670  $      -  $-  $376,670 
Derivative liabilities $12,416,049  $-  $12,416,049  $-  $5,009,318 $- $5,009,318 $- 
Convertible notes at fair value $3,365,060  $-  $-  $3,365,060  $2,501,221 $- $- $2,501,221 

 

 Total  Level 1  Level 2  Level 3 
 Fair Value Measurements at December 31, 2020  Fair Value Measurements at December 31, 2021 
 Total  Level 1  Level 2  Level 3  Total Level 1 Level 2 Level 3 
Liabilities:                  
Warrant liability $189,543  $-  $-  $189,543  $710,585  $      -  $-  $710,585 
Derivative liabilities $3,377,633  $-  $3,377,633  $-  $9,826,759 $- $9,826,759 $- 
Convertible notes at fair value $1,832,439  $-  $-  $1,832,439  $2,855,709 $- $- $2,855,709 

 

The following table shows the changes in fair value measurements for the warrant liability using significant unobservable inputs (Level 3) during the ninesix months ended SeptemberJune 30, 20212022 and the year ended December 31, 2020:2021:

 SUMMARY OF CHANGES IN FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS

Description 

September 30,

2021

  December 31,
2020		  

June 30,

2022

  December 31,
2021		 
Beginning balance $189,543  $1,411  $710,585  $189,543 
Purchases, issuances, and settlements  -   143,369   100,000   590,885 
Total loss included in earnings (1)  871   44,763 
Day one loss on value of hybrid instrument (1)        
Total gain included in earnings (1)  (433,915)  (69,843)
Repayments in cash        
Conversion to common stock        
Ending balance $190,414  $189,543  $376,670  $710,585 

 

(1)The gain related to the revaluation of our warrant liability is included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

 

We valued our warrants using a Dilution-Adjusted Black-Scholes Model. Assumptions used include (1) 0.041.28% to 0.092.51% risk-free rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility of 257327%-381%, (4) zero expected dividends, (5) exercise price set forth in the agreements, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

 

We valued derivative liabilities using the number of potential convertible shares for warrants in equity and convertible notes with fixed conversion price that are recorded at amortized cost times the closing stock price of our restricted common stock at SeptemberJune 30, 2021.2022. These derivative liabilities are recorded due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit and the equity environment is tainted, and therefore all convertible debt and options and warrants should be accounted for as liabilities.

 

The following table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded at fair value at SeptemberJune 30, 20212022 and December 31, 2020:2021:

 SUMMARY OF ASSUMPTIONS AND THE SIGNIFICANT TERMS

           Conversion Price - Lower of Fixed
Price or Percentage of VWAP
for Look-back Period
Debenture Face
Amount		 Interest
Rate		 Default
Interest
Rate		 Discount
Rate		 Anti-Dilution
Adjusted
Price		 % of stock price for look-back period Look-back
Period
September 30, 2021 $737,446  8%-10% 20%-24% N/A $0.00050-$0.0019 50%-60% 3 to 25 Days
December 31, 2020 $766,101  8%-10% 20%-24% N/A $0.00050-$0.00064 50%-60% 3 to 25 Days
           Conversion Price - Lower of Fixed
Price or Percentage of VWAP
for Look-back Period
Debenture Face
Amount		  Interest
Rate		 Default
Interest
Rate		 Discount
Rate		 Anti-Dilution
Adjusted
Price		 % of stock price for look-back period  Look-back
Period
June 30, 2022 $736,446  8%-10% 20%-24% N/A $0.00030-$0.00060  50%-60%  3 to 25 Days
December 31, 2021 $762,446  8%-10% 20%-24% N/A $0.00050-$0.00097  50%-60%  3 to 25 Days

 

Using the stated assumptions summarized in the table above, we calculated the inception date and reporting period fair values of each note issued. The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable inputs (Level 3) during the ninesix months ended SeptemberJune 30, 20212022 and the year ended December 31, 2020:2021:

 SUMMARY OF CHANGES IN FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS

Description 

September 30,

2021

  December 31, 2020  

June 30,

2022

 

December 31,

2021

 
Beginning balance $1,832,439  $5,814,047  $2,855,709  $1,832,439 
Purchases and issuances  132,000   25,981   -   132,000 
Day one loss on value of hybrid instrument (1)  2,042,612   318,174 (1) -   2,042,612 
Loss (gain) from change in fair value (1)  1,742,888   (1,931,927)(1) (298,488)  1,233,538 
Gain on settlement  -   (1,609,294)
Debt discount  -   22,344 
Repayments in cash  (40,480)  (5,782)  (20,000)  (40,480)
Conversion to common stock  (2,344,399)  (801,104)  (36,000)  (2,344,399)
Ending balance $3,365,060  $1,832,439  $2,501,221  $2,855,709 

 

(1)The losses (gains) related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

F-13
 

3. INVENTORIES

 

Inventories are valued at the lower of cost or net realizable value on an average cost basis. At SeptemberJune 30, 20212022 and December 31, 2020,2021, inventories were as follows:

 SCHEDULE OF INVENTORIES

 

September 30,

2021

 

December 31,

2020

  

June 30,

2022

 

December 31,

2021

 
Raw Materials $127,867  $78,880  $125,425  $126,349 
Finished Goods  4,021   5,271   8,703   3,820 
Total Inventories  131,888   84,151   134,128   130,169 
Less: Long-term inventory  (98,880)  (78,880)  (92,480)  (98,880)
Current portion $33,008  $5,271  $41,648  $31,289 

 

4. PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following at SeptemberJune 30, 20212022 and December 31, 2020:2021:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 

September 30,

2021

  December 31, 2020  

June 30,

2022

  December 31,
2021		 
Computer equipment $25,120  $25,120  $25,120  $25,120 
Furniture and fixtures  34,757   34,757   34,757   34,757 
Lab equipment  100,289   65,521   162,557   104,564 
Telephone equipment  12,421   12,421   12,421   12,421 
Office equipment – other  16,856   16,856   16,856   16,856 
Leasehold improvements  73,168   73,168   73,168   73,168 
Total  262,611   227,843   324,879   266,886 
Less: Accumulated depreciation  (219,279)  (213,101)  (233,375)  (222,185)
Property and equipment, net $43,332  $14,742  $91,504  $44,701 

 

We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At SeptemberJune 30, 2021,2022, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the nine-monthssix-months ended SeptemberJune 30, 20212022 and 20202021 was $6,17811,190 and $2,5293,385, respectively, and for the three-months ended SeptemberJune 30, 20212022 and 20202021 was $2,7935,898 and $1,1052,012, respectively.

 

5. DUE TO/FROM OFFICER

 

At SeptemberJune 30, 2021,2022, the balance due to our President and CEO, Rik Deitsch, and the companies owned by him is $181,275110,303, which is an unsecured demand loan that bears interest at 4%. During the ninesix months ended SeptemberJune 30, 2021,2022, we advancedrepaid $120,250149,000 to and collected $56,90035,382 from Mr. Deitsch and the companies owned by him. Additionally, accrued interest on the demand loan was $5,7882,396 and is included in the due to officer account. The Company has fully reserved receivables from companies owned by the Company’s CEO. The reserve was $440,97021,799 as of SeptemberJune 30, 2021,2022, which represents a full valuation allowance for amounts owed by these companies. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, we recorded a bad debt expense of $38,00021,799 and a bad debt recovery of $129,50073,000, respectively. For the three months ended SeptemberJune 30, 20212022 and 2020,2021, we recorded a bad debt expense of $35,00021,799 and $59,00020,000, respectively.respectively

 

At December 31, 2020,2021, the balance due to our President and CEO, Rik Deitsch, wasand the companies owned by him is $200,837199,726, which is an unsecured demand loan that bears interest at 4%. During the year ended December 31, 2020,2021, we advancedrepaid $22,150182,741 to and collected $254,000105,780 from Mr. Deitsch and the Companiescompanies owned by him. Additionally, accrued interest on the demand loan was $7,6757,520 and is included in the due to officer account. The Company has fully reserved receivables from companies owned by the Company’s CEO. The reserve was $402,970 as of December 31, 2020, which represents a full valuation allowance for amounts owed by these Companies.

 

6. DEBTS

 

Debts consist of the following at SeptemberJune 30, 20212022 and December 31, 2020:2021:

SCHEDULE OF DEBT

 

September 30,

2021

 

December 31,

2020

  June 30,
2022		  

December 31,

2021

 
Notes payable – Unrelated third parties (Net of discount of $0 and $1,500, respectively) (2) $1,135,257  $1,346,057 
Convertible notes payable – Unrelated third parties (Net of discount of $180,904 and $101,448, respectively) (3)  3,497,759   1,276,902 
Notes payable – Unrelated third parties (Net of discount of $32,325 and $0, respectively) (2) $1,336,807  $1,135,257 
Convertible notes payable – Unrelated third parties (Net of discount of $206,942 and $283,429, respectively) (3)  4,261,241   3,751,760 
Convertible notes payable, at fair value (4)  3,365,060   1,832,439   2,501,221   2,855,709 
Other advances from an unrelated third party (5)  225,000   225,000   225,000   225,000 
SBA notes payable(6)  214,795   214,795   149,900   149,900 
Ending balances  8,437,871   4,895,193   8,474,169   8,117,626 
Less: Long-term portion-Notes payable-Unrelated third parties  (15,076)  - 
Less: Long-term portion-Convertible Notes payable-Unrelated third parties  (514,206)  (48,477)  (51,057)  (369,401)
Less: Long-term portion- SBA notes payable  (146,245)  (204,070)  (147,779)  (147,779)
Current portion $7,777,420  $4,642,646  $8,260,257  $7,600,446 

 

F-14
 

 

(1)During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10%10% for the first month plus 12% after 30 days from funding.funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid the principal balance in full as of December 31, 2016.2016. We repaid $40,000 of the accrued interest in cash during the first and second quarters of 2021, and $10,000 of accrued interest in common stocks during the fourth quarter of 2021. During the first and second quarter of 2022, we repaid $15,000 of accrued interest. At SeptemberJune 30, 20212022 and December 31, 2020,2021, we owed this director accrued interest of $153,402141,236 and $179,522147,768, respectively. The interest expense for the three-months ended SeptemberJune 30, 20212022 and 20202021 was $4,5044,189 and $5,0624,432, respectively, and for the nine-monthssix-months ended SeptemberJune 30, 20212022 and 20202021 was $13,8818,468 and $14,6979,377, respectively. During October 2021, we issued 12,500,000 shares of common stock to satisfy the accrued interest of $10,000 with fair value of $42,500 (See Note 13).
  
(2)At SeptemberJune 30, 20212022 and December 31, 2020,2021, the balance of $1,135,2571,336,807 and $1,346,0571,135,257 net of discount of $032,325 and $1,5000, respectively, consisted of the following loans:

 

 ●In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The Notes carry interest at 12% annually and were originally due on the date that was six-months from the execution and funding of the note. The principal balance of $101,818 and accrued interest of $21,023 were settled on February 15, 2019 for $104,000 with scheduled payments through May 1, 2020. During the first quarter of 2020, the settlement was further amended to $88,500. We recorded a gain on settlement of debt in other income for $15,500 during the first quarter of 2020. The settlement balance of $88,500 was repaid in full during November 2020. At SeptemberJune 30, 20212022 and December 31, 2020,2021, we owed principal balance of $91,156, and accrued interest of $49,09957,280 and $40,91751,856, respectively. The remaining principal balance of $91,156$91,156 and accrued interest of $49,099$57,280 is being disputed in court and negotiation for settlement.settlement. (See Note 12).
   
 ●On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). We repaid $25,000 during the three months ended March 31, 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013 the debt of $281,772 reverted back to LPR.
   
 ●At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge, and it is currently outstanding and carries no interest.
   
 ●In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the accrued interest is $5,5276,286 and $4,7695,783.
   
 ●In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the outstanding principal balance is $50,000 and accrued interest is $71,26780,367 and $62,16774,334.
   
 ●In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the outstanding principal balance is $50,000 and accrued interest is $64,46773,567 and $55,36767,534, respectively.

 

F-15
 

 

 ●A promissory note originally issued to an unrelated third party in August 2016 was restated in September 2019 in the amount of $333,543 bearing monthly interest at a rate of2.0% and was due September 2020. In connection with this restated note, we issued 20,000,000 shares of our common stock. During September 2020, we issued a total of 10,000,000 restricted shares due to the default on repayments. The shares were valued at fair value of $6,000. The common stock was valued at $5,895 and recorded as a debt discount that was amortized over the life of the note. Amortization for this debt discount was fully amortized at December 31, 2020. The Note is in default and negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the principal balance is $333,543, and the accrued interest is $167,216227,921 and $106,511187,673, respectively.
   
 ●On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in negotiation of settlement. In January 2019, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At SeptemberJune 30, 20212022 and December 31, 2020,2021, the principal balance outstanding is $15,000, and the accrued interest is $1,371.
   
 ●In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the accrued interest is $60,76769,867 and $51,66763,834, respectively.
   
 ●In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the accrued interest is $5,4316,379 and $4,4835,750, respectively.
   
 ●During July 2017, we received a loan for a total of $200,000 from an unrelated third party. The loan was repaid through scheduled payments through August 2017 along with interest on average 15% annum. During June 2018, the loan was settled with two unrelated third parties for $130,401 and $40,000, respectively, with the monthly scheduled repayments of approximately $5,000 and $2,000 per month to each unrelated party through July 2020. The Company repaid a total of $34,976, $42,698, and $44,478 during 2018, 2019 and 2020, respectively. Additionally, repayment of $14,376 was made during the first quarter of 2021. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the principal balance is $33,874 and $48,250, respectively.. The portion of settlement of $130,401 was repaid in full as of March 31, 2021. The remaining balance of $33,874 is in default and negotiation of settlement.
   
 ●In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the principal balance of the note is $50,000.

 

F-16
 

 

●During September 2018 and 2019, a promissory note originally issued to an unrelated third party in September 2017 was amended in the amount of $36,000 including original issuance discount of $6,000 each due in September 2019 and 2020. The Note was further restated in September 2020. The restated principal balance was $33,000 with the original issuance discount of $3,000 and was due March 2021. The original issue discount is amortized over the term of the loan. Repayments of $7,000, $5,000, and $6,500 have been made during 2018, 2019, and 2020, respectively. Additionally, repayment of $1,000 was made during the first quarter of 2021. The Note is under personal guarantee by Mr. Deitsch. At December 31, 2020, the principal balance of the note is $29,500 net of debt discount of $1,500. The remaining debt discount of $1,500 was fully amortized as of March 2021. During March 2021, the remaining balance of $30,000 was sold to an unrelated third party in the form of a convertible note at a fixed conversion price of $0.01 per share (See Note 6(3)). The new note carries interest at 12% with scheduled monthly payments of $1,000 beginning in April 2021 through March 2024.
●During January 2020, a promissory note originally issued to an unrelated third party in October 2017 in the amount of $60,000 and the Note of $76,076 originally issued in July 2016 plus accrued interest of $12,149 were combined and restated at a rate of 2.0% monthly due July 2020. During July 2020, the restated Note of $148,225 plus accrued interest of $18,701 was further restated. The new principal balance was $166,926 that carries interest at a rate of 2.0% monthly and was due January 2021. At December 31, 2020, the principal balance and accrued interest was $166,926 and $18,917. During February 2021, we issued 29,072,500 shares of common stock to satisfy the accrued interest of $23,258 with fair value of $343,056 (See Note 7). The settlement of accrued interest resulted in a loss on settlement of debt for $319,798 in other expense. The principal balance of $166,926 was further restated. The restated balance was $183,619 with an original issuance discount of $16,693 and was due August 2021. The original issuance discount of $16,693 has been fully amortized as of August 2021. During August 2021, we issued 20,866,250 shares of common stock to satisfy the principal balance of $16,693 with fair value of $73,032 (See Note 7). The settlement of balance of $16,693 resulted in a loss on settlement of debt for $56,339 in other expense. The remaining balance of $166,926 was further restated in the form of a convertible note at a fixed conversion price of $0.002 per share (See Note 6(3)).
 ●In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. During March 2020, $50,000 of the Note was settled for 125,000,000 shares with a fair value of $87,500. We recorded a loss on settlement in other expense for $37,500 in March 2020. An additional 36,000,000 shares were issued to satisfy the default provision of the original note and 10,000,000 shares were issued along with the restatement. The total fair value of issued stock was $32,200. The remaining balance of $70,000 was restated with additional issuance discount of $14,000. The $84,000 due in September 20202020. We repaid $10,000 during the first quarter of 2022. The $74,000 is in default and negotiation of further settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the principal balance of the loan is $84,00074,000.
   
 ●In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note is in default and in negotiation of settlement. The note was due in six months from the execution and funding of the note. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the principal balance of the note is $18,000 and the accrued interest is $2,000.
●

During January 2022, the Company received a loan for $199,000 from a non-related party. The loan is expected to be repaid through scheduled payments through July 2023 along with interest on average 63.76% annum. The Company has recorded loan costs in the amount of $4,975 for the loan origination fees paid at inception date. The total loan cost is amortized over the term of the loan. The amortization of loan cost for the three and six months ended June 30, 2022 is $850 and $1,450, respectively. The loan is under personal guarantee by Mr. Deitsch. We repaid $39,534 during the first and second quarter of 2022. At June 30, 2022, the principal balance, net of debt discount of $3,525, is $155,941. 

●

During June 2022, the Company entered a Purchase and Sale of Future Receipts Agreement with a non-related party. This third party purchased $87,000 of the merchant sales for $60,000. In exchange for the purchased amount, the Company agreed to authorize the buyer to debit the amount from the Company’s bank account according to the remittance frequency, until the buyer has received the purchase amount of $87,000. The Company has recorded a total debt discount of $29,685 for the loan origination fees and loan issuance cost. The total debt discount was amortized over the term of the loan. Amortization for the debt discount for the three and six months ended June 30, 2022 was $885. We repaid $2,589 during the second quarter of 2022. At June 30, 2022, the principal balance, net of debt discount of $28,800, is $55,611.

 

F-17
 

 

(3)At SeptemberJune 30, 20212022 and December 31, 2020,2021, the balance of $3,497,7594,261,241 and $1,276,9023,751,760 net of discount of $180,904206,942 and $101,448283,429, respectively, consisted of the following convertible loans:

 

 ●In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000with original issuance discount of $10,000 and a conversion option. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the principal balance of the note is $60,000.
   
 ●During January through December 2018, we issued convertible notes payable to the 20 unrelated third parties for a total of $618,250 with original issue discount of $62,950. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. The total discount of $255,655 and original issuance discount of $62,950 have been fully amortized during 2019 for $28,421.
During February 2019, we issued convertible notes payable of $55,000 with original issuance discount of $5,000. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price of $0.0005 per share. During August and October 2020, the convertible promissory notes for a total of $55,000 was amended to add additional original issuance discount (OID) for a total of $9,200. In connection with the issuance of amended convertible notes, the Company granted the total of 128,400 warrants at an exercise price of $0.001 per share. The warrants were valued using the Black-Scholes method and recorded as a debt discount. 92,100,000 and $36,300,000 of the warrants were amended to expire in August 2022 and October 2022, respectively. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as derivative liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $65,600 and $195,178 on June 30, 2022 and December 31, 2021 (See Note 8).
During May 2019, we restated two convertible notes payable with additional original issue discount of $6,400. The two restated notes were due in August 2019 and are in default.
During February, November and December 2019, we issued three convertible promissory notes to the unrelated third party for $174,500 with original issuance discount of $14,500. The notes were due six months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price ranging from $0.0002 to $0.000275. The Notes are in default and negotiation of settlement.

During February 2019, we issued convertible notes payable of $70,000 with original issuance discount of $5,000. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price of $0.0005 per share. During December 2019, $22,000 of the Note was amended to extend the maturity date to June 2020. During August 2020, the convertible promissory notes of $38,500 was amended to add additional original issuance discount (OID) of $7,550 due February 2021. During October 2020, a convertible promissory note of $16,500 was amended to add additional OID of $1,650 due April 2021. In connection with the issuance of amended convertible notes, the Company granted the following warrants at an exercise price of $0.001 per share. The warrants were valued using the Black-Scholes method and recorded as a debt discount. 136,100,000 of the warrants expired as of September 30, 2021. The remaining 36,300,000 warrants have not been exercised. The Company classified embedded conversion features in the warrants as a derivative liability. The warrants were valued at their fair value of $90,144 and $123,900 on September 30, 2021 and December 31, 2020 (See Note 8). The debt discounts associated with the warrants in August was for $38,500. The debt discounts associated with the warrants in October was for $16,500. The debt discounts are amortized over the life of the notes.

Month of

Issuance

 

Number of

Warrants

  

Fair

Value of

Warrants

  

Month of

Expiration

 
December, 2019  44,000,000  $7,370   August, 2020 
August, 2020  92,100,000  $38,500   August, 2021 
October, 2020  36,300,000  $16,500   October, 2022 

During May 2019, we restated two convertible notes payable with additional original issue discount of $6,400. The two restated notes were due in August 2019 and are in default.

During November and December 2019, we issued two convertible promissory notes to the unrelated third party for $159,500 with original issuance discount of $14,500. The notes were due six months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price ranging from $0.0002 to $0.000275. The Notes are in default and negotiation of settlement.

 

F-18
 

 

During 2019, repayments of $13,500 were made in cash to three of the Notes. Six of the Notes for a total of $87,100 were repaid in stocks as the part of settlement of issuances of 800,000,000 shares of common stocks during December 2019.

 

At December 31, 2019, the principal balance of the notes, net of discount of $17,370 was $736,180. The remaining debt discount of $17,370 has been fully amortized during the fiscal year 2020. Two of the above mentioned convertible notes payable were settled in March and April, 2021. One of the above mentioned convertible notes payable was repaid in cash for $10,000.

 

During the year ended December 31, 2020, we issued convertible notes payable of $555,600with original issuance discount of $53,600. $287,400of these notes were due in a year, and $268,200of the Notes are due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0002to 0.0008per share. During July 2020, we issued a total of 1,000,000restricted shares to a Note holder due to the default on repayments of the promissory note of $22,000 originated in December 2019. The shares were valued at fair value of $700 (See Note 7). In addition, in connection with the issuance of two of the above mentioned convertible notes of $57,500with original issuance discount of $7,500due in one year, the Company granted the 71,875,000warrants at an exercise price of $0.002per share that expire one year from the date of issuance. The two Notes of $57,500 were further amended to due August 2022. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The debt discounts associated with the warrants and OID for $50,000 and $7,500, respectively, are amortized over the life of the notes. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as derivative liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $24,676 and $106,032 using the Black-Scholes method on June 30, 2022 and December 31, 2021 (See Note 8).

At December 31, 2020, the principal balance of the notes, net of discount of $101,448 is $1,276,902. The total discount amortization on all notes was $83,720.

During the first quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $717,667 with original issuance discount of $93,609. During the second quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $864,225 with original issuance discount of $112,725. During the third quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $539,351 with original issuance discount of $70,350. During the fourth quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $358,800 with original issuance discount of $46,800. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0003 to $0.002 per share. The notes are due one year from the execution and funding of the notes. On January 1, 2022, $228,563 of the Notes issued during January to April 2021 were amended to extend the due date to August 29, 2022.

During December 2021, in connection with the issuance of three of the above mentioned convertible notes of $172,500 with original issuance discount of $22,500 due in one year, the Company granted the 246,428,571 warrants at an exercise price of $0.002 per share that expire one year from the date of issuance. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The debt discounts associated with the warrants and OID for $50,000150,000 and $7,50022,500, respectively, are amortized over the life of the notes. Amortization forDue to the year ended December 31, 2020 was $83,720. The Company classified embedded conversion features infact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as a derivative liability.liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $100,270164,135 and $65,634409,374 using the Black-Scholes method on SeptemberJune 30, 20212022 and December 31, 20202021, respectively (See Note 8).

At December 31, 2020, the principal balance of the notes, net of discount of $101,448 is $1,276,902.

During the first quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $717,667 with original issuance discount of $93,609. During the second quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $864,225 with original issuance discount of $112,725. During the third quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $722,970 with original issuance discount of $87,043. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0003 to $0.002 per share. The notes are due one year from the execution and funding of the notes.

 

During March 2021, the remaining balance of promissory note of $30,000originally issued in September 2018 was sold to an unrelated third party in the form of a convertible note at a fixed conversion price of $0.01per share (See Note 6(2)). The new note carries interest at 12% with scheduled monthly payments of $1,000beginning in April 2021 through March 2024. Repayment of $5,049 7,323has been made through September 30,December 31, 2021. Repayment of $4,757 was made during the first and second quarter of 2022. The principal balance as of SeptemberJune 30, 2022 and December 31, 2021 is $24,95117,920 and $22,677, and the interest expense for the threethree-months ended June 30, 2022 and nine months ended September 30, 2021 is $793 586and $1,9511,158, respectively. The interest expense for the six-months ended June 30, 2022 and 2021 is $1,243 and $.1,158, respectively.

 

During March 2021, in connection with the settlement of the $6,000 of the Note of $11,000 originated in November 2018, we issued 11,000,000 shares of common stocks in satisfaction of $6,000 of the Note with a fair value of $104,500 (Note 7) and made a repayment of $5,000 in cash. The settlement resulted in a loss on settlement of debt in other expense for $98,500. During April 2021, in connection with this settlement of the remaining balance of $8,500 of the Note of $12,000 originated in December 2018, we issued 2,000,000shares of common stocks in satisfaction of $4,000 of the Note with a fair value of $15,200 (Note 7) and made a repayment of $4,500 in cash. The settlement resulted in a loss on settlement of debt in other expense for $11,200.

 

During August 2021, the remaining balance of promissory note of $166,926 was restated in the form of a convertible note at a fixed conversion price of $0.002 per share (See Note 6(2)).share. The restated balance is $183,619 with an original issuance discount of $16,693 and iswas due February 2022. During February 2022, we issued 20,866,250 shares of common stock to satisfy the principal balance of $16,693 with fair value of $54,252 (See Note 7). The settlement of balance of $16,693 resulted in a loss on settlement of debt for $37,559 in other expense. The remaining balance of $166,926 was further restated in the form of a convertible note at a fixed conversion price of $0.002 per share due August 2022.

 

During the first quarter of 2022, we issued convertible promissory notes to the unrelated third parties for a total of $172,500 with original issuance discount of $22,500. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0005 to $0.0008 per share. The notes are due one year from the execution and funding of the notes.

During the second quarter of 2022, we issued convertible promissory notes to the unrelated third parties for a total of $379,500 with original issuance discount of $49,500. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0006 to $0.0008 per share. The notes are due one year from the execution and funding of the notes.

During January and May 2022, in connection with the issuance of one of the above mentioned convertible notes of $115,000 with original issuance discount of $15,000 due in one year, the Company granted the 164,285,714 warrants at an exercise price of $0.002 per share that expire one year from the date of issuance. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The debt discounts associated with the warrants and OID for $100,000 and $15,000, respectively, are amortized over the life of the notes. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as derivative liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $122,258 using the Black-Scholes method on June 30, 2022 (See Note 8).

During June 2022, we repaid a convertible notes payable originated in May 2021 in cash for $5,750. During May 2022, in connection with the settlement of a total of $108,500 of the Notes originated in 2020 and 2021 with one noteholder, we issued 222,500,000 shares of common stocks in satisfaction of $108,500 of the Notes with a fair value of $222,500 (See Note 7). The settlement resulted in a loss on settlement of debt for $114,000.

F-19

At the date of this report, $1,152,2002,886,929 of the above mentionedabove-mentioned convertible notes payable are in default and in negotiation of settlement.

The total discount amortization on all notes for the three and ninesix months ended SeptemberJune 30, 2021 was $91,455132,171 and $213,924265,181, respectively. The total discount amortization on all notes for the three and six months ended June 30, 2021 was $58,330and $122,469, respectively. At SeptemberJune 30, 2022, the principal balance of the notes, net of discount of $206,942is $4,261,241. At December 31, 2021, the principal balance of the notes, net of discount of $180,904283,430 is $3,497,7593,751,760.

 

(4)At SeptemberJune 30, 20212022 and December 31, 2020,2021, the balance of $3,365,0602,501,221 and $1,832,4392,855,709, respectively, consisted of the following convertible loans:

 

 ●The remaining balance of $20,000 of a Convertible Note of $120,000 originated in March 2016 is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the convertible notes payable with principal balance of $20,000 plus accrued interest of $20,16123,194 and $17,12821,183, respectively, at fair value, were recorded at $60,73566,265 and $69,43384,768, respectively.

F-19

 

 ●During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note was due on May 4, 2018. The Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading price of our restricted common stock for the 20 trading days preceding the conversion date. We have accrued interest at default interest rate of 20% after the note’s maturity date. After prior conversions, at SeptemberJune 30, 20212022 and December 31, 2020,2021, the remaining principal of $12,629 plus accrued interest of $14,20216,097 and $12,30814,834, respectively, at fair value, were recorded at $83,47671,815 and $49,87570,418, respectively. The remaining principal balance of the Note is in default.
   
 ●During February through August 2018, we issued seven convertible promissory notes to an unrelated third party due one year from the execution dates. The principal balance of these Notes on December 31, 2019 was $511,319. During September 2020, the Note holder received a total of 107,133,333 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,140. During October 2020, the Note holder received a total of 107,817,770 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,345. During October 2020, the Note holder sold the remaining debt principal value as of October 22, 2020 of $509,301 and accrued interest of $234,417 for $250,000 to a non-related party. The new note of $250,000 carries interest at 8%. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $286,969. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the convertible note payable with principal balance of $250,000275,000 plus accrued interest of $18,84965,386 and $3,89032,657, respectively, at fair value, were recorded at $837,6091,021,159 and $521,370946,639.

 ●During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party. The note carries interest at 8% and was due in July 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $46,734. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the convertible note payable with principal balance of $50,000 plus accrued interest of $30,46639,408 and $21,49033,490, at fair value, was recorded at $250,802231,007 and $146,232202,491, respectively.
   
 ●During August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. The note carries interest at 8% and was due in August 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $17,829. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the convertible note payable with principal balance of $20,000 plus accrued interest of $11,71315,290 and $8,12312,923, at fair value, was recorded at $98,846 91,180and $57,52479,815, respectively.
   
 ●During January 2019, the principal balance of $60,000 from a promissory note of $75,000 originated in September 2016 (See Note 6(2)) and accrued interest of $15,900 was restated in the form of a Convertible Note. The new note of $75,900 was due in one year from the restatement of the note. The Noteholder has the right to convert the note into shares of Common Stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $75,900. During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note restated in January 2019 to a third party. The third party subsequently received a total of 100,000,000 shares of our restricted common stock in satisfaction the $20,000 of the Note with a fair value of $140,000. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the convertible note payable of $55,900, at fair value, was recorded at $191,656158,874 and $129,832156,000. The note was due January 2021. The Note is in default and negotiation of settlement.

 

F-20
 

 

 ●During February 2019, we issued a convertible promissory note to an unrelated third party in the amount up to $1,000,000 paid upon tranches. The note is due two years from the execution and funding of the note per tranche. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. The eight total tranches of the Note in the amount of $372,374 and $20,199 have been funded during 2019 and 2020, respectively. An additional three tranches of the Note for a total of $132,000 have been funded, and repayment of $40,480 has been made during the nine monthsyear ended September 30,December 31, 2021. Repayment of $20,000 was made during the first quarter of 2022. In connection with issuance of the convertible note, the Noteholder agreed to eliminate two outstanding Notes of $27,000 and the accrued interest of $11,412 that were held by the Noteholder’s defunct entities. In connection with the issuance of the convertible note payable tranches during the nine monthsyear ended September 30,December 31, 2021, we recorded a day-one derivative loss of $2,042,612 for the period.. During May and June 2019, the Note holder made conversions of a total of 750,000,000 shares of stock satisfying the principal balance of $100,000 for a fair value of $275,000. During January 2020 through February 2020, the Note holder received a total of 500,000,000 shares of our restricted common stock in satisfaction the $175,000 of the Note with a fair value of $425,000. During February through June 2021, the Note holder received a total of 240,350,000 shares of our restricted common stock in satisfaction the $120,175 of the Note with a fair value of $2,344,399. During February 2022, the Noteholder received 12,000,000 shares of our restricted common stock in satisfaction the $6,000 of the Note with a fair value of $36,000 (See Note 7). The remaining balance of $88,91762,917 is due September 2023. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the convertible note payable with principal balance of $88,91762,917 and $117,57288,917, at fair value, was recorded at $497,936178,817 and $282,173355,668.

  Number of  Fair Value of 
Date shares converted  Debt Converted 
2/25/2021  137,700,000  $1,500,930 
3/3/2021  67,380,000  $599,682 
4/26/2021  27,070,000  $192,197 
6/1/2021  5,700,000  $35,340 
6/24/2021  2,500,000  $16,250 

 ●During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion.conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $240,000. Amortization for the debt discount was fully amortized as ofAt June 30, 2020 for $22,344. At September 30, 20212022 and December 31, 2020,2021, the convertible note payable with principal balance of $240,000, at fair value, was recorded at $1,344,000628,105 and $576,000960,000. The Note is in default and negotiation of settlement.

(5)At SeptemberJune 30, 20212022 and December 31, 2020,2021, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold pending the outcome of the lawsuit with the Securities and Exchange Commission (see Note 12).
(6)

During May 2020, we entered into a two-year loan agreement with the U. S. Small Business Administration for a Payroll Protection Program (PPP) loan, for $64,895 with an annual interest rate of one percent (1%), with a term of twenty-four (24) months, whereby a portion of the loan proceeds have been used for certain labor costs, office rent costs and utilities, which may be subject to a loan forgiveness, pursuant to the terms of the SBA/PPP program. We used the proceeds primarily for payroll costs. The entire loan was forgiven in November 2021

.

 

During April and June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due 2430 months from the date of the SBA Loan Agreement in the amount of $731. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. In connection therewith, the Company received a $5,000 advance, which does not have to be repaid. We recorded it as other income in April 2020. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral.

The accrued interest as of SeptemberJune 30, 20212022 and December 31, 20202021 for the above mentioned PPP and EIDL loans are $8,36511,719 and $3,6608,906, respectively.

At September 30, 2021, the future minimum principal payments for the above mentioned PPP and EIDL loans are as follows:

SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENT

Years Amount 
2021(3 months remaining) $10,725 
2022  56,290 
2023  3,283 
2024  3,408 
2025  3,538 
Thereafter  137,551 
   214,795 
Less: Long-term portion - SBA notes payable  (146,245)
Current portion $68,550 

Years Amount 
2022(2 months remaining) $525 
2023  3,222 
2024  3,345 
2025  3,472 
2026  3,605 
Thereafter  135,731 
   149,900 
Less: Long-term portion - SBA notes payable  (147,779)
Current portion $2,121 

 

F-21
 

 

7. STOCKHOLDERS’ DEFICIT

Authorized Shares

On November 18, 2021, we obtained written consents from stockholders holding a majority of our outstanding voting stock to approve an amendment of the Company’s articles of incorporation, as amended, to increase the number of authorized shares of common stock from 8,000,000,000 to 12,000,000,000.

 

Series A Preferred Stock

 

Effective October 30, 2017, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination to authorize the issuance of 20,000,000 shares of stock designated “preferred shares”, issuable from time to time in one or more series and authorize the Board of Directors to fix the number of shares constituting any such series, and to determine or alter the dividend rights, dividend rate, conversion rights, voting rights, right and terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preference of any wholly unissued series of such preferred shares, and the number of shares constituting any such series.

 

Effective October 30, 2017 the Board of Directors authorized the issuance of 3,000,000 shares of Series A Preferred Stock (“Series A Preferred”). Terms of the Series A Preferred include the following:

 

 1.The Series A Preferred votesvoted with the Company’s common stock as a single class on all matters or consents for the Company’s common stockholders. Each share of Series A Preferred is entitled to one thousand votes per share.
   
 2.The Series A Preferred was not entitled to dividends unless the Company paid cash dividends or dividends in other property to holders of outstanding shares of common stock, in which event, each outstanding share of the Series A Preferred was entitled to receive dividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of common stock. Any dividend payable to the Series A Preferred would have the same record and payment date and terms as the dividend payable on the common stock.
3.The Series A Preferred did not have any redemption rights.

Effective November 15, 2021, the Board of Directors authorized an exchange of 3,000,000 shares of Series A Preferred Stock held by Mr. Deitsch for an equal number of Series B Preferred Stock.

Upon return of 100% of Series A Preferred Stock to the Company, the entire class of Series A Preferred Stock was cancelled and the associated Certificate of Determination was filed with the Secretary of State of California.

Series B Preferred Stock

Effective March 2021, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination for its Series B Preferred Stock. The Series B Preferred Stock has a par value of $0.001 per shares and consists of 12,000,000 shares.

F-22

Terms of the Series B Preferred include the following:

1.The Series B Preferred votes with the Company’s common stock as a single class on all matters or consents for the Company’s common stockholders. Each share of Series B Preferred is entitled to one thousand votes per share.
2.The Series B Preferred will not be entitled to dividends unless the Company pays cash dividends or dividends in other property to holders of outstanding shares of common stock, in which event, each outstanding share of the Series AB Preferred will be entitled to receive dividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of common stock. Any dividend payable to the Series AB Preferred will have the same record and payment date and terms as the dividend payable on the common stock. The liquidation value of Series B Preferred is $0 at June 30, 2022 and December 31, 2021.

 3.Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of all shares of Series AB Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to $0.133$0.133 in cash per share before any distribution is made on any shares of the Company’s common stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the application of all amounts available for payments with respect to Series AB Preferred would not result in payment in full of Series AB Preferred, the holders shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference to which each is entitled.
   
 4.The Series AB Preferred does not have any redemption rights.

During November 2021, the Board of Directors approved resolutions for the issuance of a total of 9,000,000 shares of Series B Preferred stock to Mr. Deitsch to discharge $540,000 of his accrued salary. The shares were valued at the accrued payable amount by agreement of the parties. Mr. Deitsch obtained voting control of the Company with the issuance of these shares.

Effective November 15, 2021, the Board of Directors authorized an exchange of 3,000,000 shares of Series A Preferred Stock held by Mr. Deitsch for an equal number of Series B Preferred Stock.

 

Common Stock Issued for Conversion of Convertible Debt

 

During February through June 2021,2022, the Note holderNoteholder received a total of 240,350,00012,000,000 shares of our restricted common stock in satisfaction the $120,175$6,000 of the Note with a fair value of $2,344,399$36,000 (See Note 6).

SCHEDULE OF COMMON STOCK ISSUED FOR CONVERSION OF DEBT

  Number of  Fair Value of 
Date shares converted  Debt Converted 
2/25/2021  137,700,000  $1,500,930 
3/3/2021  67,380,000  $599,682 
4/26/2021  27,070,000  $192,197 
6/1/2021  5,700,000  $35,340 
6/24/2021  2,500,000  $16,250 

F-22

 

Common Stock Issued for Settlement of Debt

 

During February 2021, we issued 29,072,500 shares of common stock to satisfy the accrued interest of $23,258 on a promissory note of $166,926 restated in July 2020 with fair value of $343,056. The settlement of accrued interest resulted in a loss on settlement of debt in other expense for $319,798 (See Note 6).

During March 2021, in connection with the settlement of a Note of $11,000 originated in November 2018, we issued 11,000,000 shares of common stock in satisfaction of $6,000 of the Note with a fair value of $104,500 and made a repayment of $5,000 in cash. The settlement resulted in a loss on settlement of debt in other expense for $98,500 (See Note 6).

During April 2021, in connection with the settlement of the remaining balance of $8,500 of the Note of $12,000 originated in December 2018, we issued 2,000,000 shares of common stocks in satisfaction of $4,000 of the Note with a fair value of $15,200. The settlement resulted in a loss on settlement of debt in other expense for $11,200 (See Note 6).

During August 2021,2022, in connection with the settlement of $16,693 of the promissory note of $183,619 restated in FebruaryAugust 2021, we issued 20,866,250 shares of common stock with fair value of $73,03254,252. The settlement resulted in a loss on settlement of debt in other expense of $56,33937,559 (See Note 6).

 

Common Stock Issued for Debt Modification and Penalty

During January 2021, we issuedMay 2022, in connection with the settlement of a total of $25,000,000108,500 restricted shares to a Note holder due to the default on repayments of the promissory noteNotes originated in 2020 and 2021 with one noteholder, we issued 222,500,000 shares of common stocks in satisfaction of $166,926108,500 amended in July 2020. The shares were valued atof the Notes with a fair value of $107,500222,500. The settlement resulted in a loss on settlement of debt for $114,000 (See Note 6).

 

Common Stock Issued for Consulting Service

During June 2021, the Company signed an agreement with a consultant for services for six months for which the Company is to issue a total of 30,000,000 shares of the Company’s restricted common stock. 5,000,000 of the shares were issued upon execution of the agreement and 5,000,000 shares will be issued every 30 days through November 2021. The 5,000,000 shares issued upon execution were valued at $33,000. The 15,000,000 shares issued during third quarter of 2021 were valued $76,000. The equity compensation charge of $54,500 and $55,945 have been recorded for the three and nine months ended September 30, 2021. The remaining unrecognized compensation cost of $53,055 will be recognized by the Company over the remaining service period. Additional 5,000,000 shares have been issued after September 30, 2021 (See Note 13).

 

During July 2021, the Company signed an agreement with a consultant for services for twelve months. The 5,000,000 shares issued upon execution were valued at $41,000. The equity compensation charge of $10,250 and $20,500has been recorded as of Septemberfor the three and six months ended June 30, 2021. The remaining unrecognized compensation cost of $30,750 will be recognized by the Company over the remaining service period.

2022.

 

F-23
 

 

8. STOCK WARRANTS

 

Common Stock Warrants

 

On March 3, 2016,During August 2020, convertible promissory notes of $38,500 were amended with additional original issuance discount of $7,550 due February 2021. These notes were further amended on January 1, 2022 to be due in connection with the issuance ofAugust 2022. During October 2020, a convertible promissory note we granted five-year warrants to purchase an aggregate of 2,500,000 shares of our common stock at an exercise price of $0.0316,500 per share. The warrants were valued at their fair valuewas amended to add additional OID of $01,650 and $9 using the Black-Scholes method at September 30, 2021 and December 31, 2020. The warrants expired in March 2021.

During December 2019, the Company granted 44,000,000 warrants at an exercise price of $0.001 per share in connection with amendment of one convertible notes payable of $22,000. The warrants were valued at $7,370 using the Black-Scholes method and recorded as a debt discount and additional paid in capital. The warrants expired in August 2020.

During August anddue October 2020, in2022. In connection with the issuance of amended convertible notes, the Company granted the following warrants at an exercise price of $0.001per share. The warrants were valued using the Black-Scholes method and recorded as a debt discount. 92,100,000 warrants expired in August 2021. The remaining 36,300,000 warrants have not been exercised. The Company classified embedded conversion features inDue to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as a derivative liability.liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $90,14465,600 and $123,900195,178 using the Black-Scholes method on SeptemberJune 30, 20212022 and December 31, 2020.2021(see Note 6).

SCHEDULE OF WARRANTS ISSUED

Month of Issuance 

Number of

Warrants

  

Month of

Expiration

 
August, 2020  92,100,000   August, 20212022 
October, 2020  36,300,000   October, 2022 

 

During November and December, 2020, in connection with the issuance of two convertible notes, the Company granted the following 71,875,000 warrants at an exercise price of $0.002per share.share that expire one year from the date of issuance in connection with the issuance of the two convertible notes of $57,500 with original issuance discount of $7,500 due in one year. The two Notes of $57,500 were further amended on January 1, 2022 to be due in August 2022. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The Company classified embedded conversion features inDue to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as a derivative liability.liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $100,27024,676 and $65,634106,032 using the Black-Scholes method on SeptemberJune 30, 20212022 and December 31, 2020.2021(See Note 6).

 

During December 2021, in connection with the issuance of three of the convertible notes of $172,500 with original issuance discount of $22,500 due in one year, the Company granted the 246,428,571 warrants at an exercise price of $0.002 per share that expire one year from the date of issuance. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as derivative liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $164,135 and $409,374 using the Black-Scholes method on June 30, 2022 and December 31, 2021(See Note 6).

During January and May 2022, in connection with the issuance of the convertible note of $115,000 with original issuance discount of $15,000 due in one year, the Company granted the 164,285,714 warrants at an exercise price of $0.002 per share that expire one year from the date of issuance. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the warrants issued with debt are treated as derivative liabilities requiring fair value adjustment at each reporting date. The warrants were valued at their fair value of $122,258 using the Black-Scholes method on June 30, 2022 (See Note 6).

Month of Issuance

Number of

Warrants

Month of

Expiration

F-24
November, 202035,937,500November, 2021
December, 202035,937,500December, 2021 

A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the year ended December 31, 20202021 and the ninesix months ended SeptemberJune 30, 2021:2022:

SUMMARY OF WARRANTS OUTSTANDING

 Number Of
shares		  Weighted
average
exercise price		  Number Of
shares		  Weighted
average
exercise price		 
          
Balance December 31, 2019  52,500,000  $0.0028 
Exercised  -   - 
Issued  200,275,000   0.0014 
Expired  (50,000,000)  0.0015 
Balance December 31, 2020  202,775,000  $0.0017   202,775,000  $0.0017 
Exercised  -   -   -   - 
Issued  -   -   410,403,571   0.0014 
Expired  (94,600,000)  0.0018   (166,475,000)  0.0015 
Balance September 30, 2021  108,175,000  $0.0017 
Balance December 31, 2021  446,703,571  $0.0017 
Exercised  -   - 
Issued  164,285,714   0.0020 
Expired  -   - 
Balance June 30, 2022  610,989,285  $0.0018 

 

The following table summarizes information about fixed-price warrants outstanding as of SeptemberJune 30, 20212022 and December 31, 20202021:

SUMMARY OF FIXED PRICE WARRANTS OUTSTANDING

  Exercise Price 

Weighted

Average

Number Outstanding

 Weighted
Average
Contractual
Life		 

Weighted
Average

Exercise

Price

 
September 30, 2021 $0.001-0.002  186,336,172   0.45 years $0.0017 
December 31, 2020 $0.001-0.03  51,086,612   0.93 years $0.0017 
  Exercise Price  Weighted Average Number Outstanding  Weighted Average Contractual Life  

Weighted Average Exercise

Price

 
June 30, 2022 $0.001-0.002   610,989,285   0.45 years  $0.0018 
December 31, 2021 $0.001-0.002   446,703,571   0.67 years  $0.0017 

 

At SeptemberJune 30, 2021,2022, the aggregate intrinsic value of all warrants outstanding and expected to vest was $122,8400. The intrinsic value of warrant share is the difference between the fair value of our restricted common stock and the exercise price of such warrant share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money warrants had they exercised their warrants on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on $0.00280.0009, the closing stock price of our restricted common stock on SeptemberJune 30, 2021.2022. There were 108,175,0000 in-the-money warrants at SeptemberJune 30, 2021.2022.

F-24

 

9. ACCRUED EXPENSES

 

Accrued expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

 

September 30,

2021

  December 31,
2020		  

June 30,

2022

  December 31,
2021		 
Accrued consulting fees $161,550  $166,900  $161,550  $161,550 
Accrued settlement expenses  -   35,000 
Accrued payroll taxes  210,303   215,581   221,662   215,543 
Accrued interest  435,510   351,830   536,756   469,040 
Accrued others  6,783   11,121   2,445   5,337 
Total $814,146  $780,432  $922,413  $851,470 

 

10. PREPAID EXPENSES

 

Prepaid expenses and other current assets consist of the following:

SCHEDULE OF PREPAID EXPENSES

 

September 30,

2021

  December 31,
2020		  

June 30,

2022

  December 31,
2021		 
Supplier advances for future purchases $282,162  $246,162  $324,162  $294,162 
Reserve for supplier advances  (246,162)  (246,162)  (294,162)  (294,162)
Net supplier advances  36,000   -  30,000 - 
Prepaid professional fees  72,150   10,000  60,650 65,650 
Deferred stock compensation  83,805   -   -  20,500 
Total $191,955  $10,000  $90,650 $86,150 

 

We performed an evaluation of our inventory and related accounts at SeptemberJune 30, 20212022 and December 31, 2020,2021, and increased the reserve on supplier advances for future venom purchases by $0 and $21,30348,000, respectively. At SeptemberJune 30, 20212022 and December 31, 2020,2021, the total valuation allowance for prepaid venom is $246,162294,162.

 

F-25
 

 

11. CONVERTIBLE NOTES RECEIVABLE

 

During March through November 2021, we purchased afive convertible notenotes from an unrelated third party (the “Third Party”) for a total of $26,950286,550 with original issuance discount of $2,45026,050. The note isnotes are convertible into common shares for $0.01 per common share and maturesmature in March 2022one year. from the funding of the notes. The original issuance discount is amortized over the lifelives of note. The debt discount as of September 30, 2021 was $1,220.notes.

 

During May 2021,March through June 2022, we purchased afive convertible notenotes from the Third Party for a total of $145,20032,450 with original issuance discount of $13,2002,950. The note isnotes are convertible into common shares for $0.01 per common share and maturesmature in May 2022.one year from the funding of the notes. The original issuance discount is amortized over the life of note.

The debt discount as of SeptemberJune 30, 2022 and December 31, 2021 was $8,8004,015.

During August 2021, we purchased a convertible note from the Third Party for a total of and $55,000 with original issuance discount of $5,000. The note is convertible into common shares for $0.01 per common share and matures in August 2022. The original issuance discount is amortized over the life of note. The debt discount as of September 30, 2021 was $4,165.

During September 2021, we purchased a convertible note from the Third Party for a total of $46,200 with original issuance discount of $4,200. The note is convertible into common shares for $0.01 per common share and matures in August 2022. The original issuance discount is amortized over the life of note. The debt discount as of September 30, 2021 was $4,20013,070.

 

Amortization for all the convertible notes receivable was $4,7505,500 and $6,4651,715 recognized as other income in the statement of operations for the three and nine months ended SeptemberJune 30, 2021.2022 and 2021, respectively. Amortization for all the convertible notes receivable was $12,005 and $1,715 recognized as other income in the statement of operations for the six months ended June 30, 2022 and 2021, respectively. $227,150 of the notes expired in August 2022. We are working on restructuring and converting the Notes into common stock of the Third Party.

 

12. COMMITMENTS AND CONTINGENCIES

 

Operating Leases

In February 2016, we entered into a three-year operating lease for monthly payments of approximately $3,200 which expired in February 2019. We continued the lease on a month-to-month basis until May 2020when it was terminated.

 

ReceptoPharm leases a lab and renewed its operating lease agreement for five years beginning August 1, 2017 for monthly payments of approximately $6,900 with a 5% increase each year. In February of 2021, we signed an updated lease with extended terms through January 1, 2023. The lease calls for monthly payments of approximately $6,500 with a 4% increase each year.

SCHEDULE OF LEASE COST AND BALANCE SHEET INFORMATION

 September 30, December 31,  June 30, December 31, 
 2021  2020  2022  2021 
Lease cost                
Operating lease cost $60,297  $89,021  $40,198  $80,396 
Short-term lease cost  -   18,698   -   - 
Total lease cost $60,297  $107,719  $40,198  $80,396 
                
Balance sheet information                
Operating ROU Assets $112,117  $144,010  $58,944  $93,811 
                
Operating lease obligations, current portion  75,632   82,873   39,611   77,673 
Operating lease obligations, non-current portion  20,003   60,447   -   - 
Total operating lease obligations $95,635  $143,320  $39,611  $77,673 
                
Weighted average remaining lease term (in years) – operating leases  1.25   1.67   0.50   1 
Weighted average discount rate-operating leases  8%  8%  8%  8%
                
Supplemental cash flow information related to leases were as follows:                
                
Cash paid for amounts included in the measurement of operating lease liabilities $76,090  $98,780  $43,393  $95,846 

 

Future minimum payments under these lease agreements are as follows:

SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDEROPERATING LEASE AGREEMENTSLIABILITY MATURITY TABLE

December 31, Total  Total 
2021 (Remaining 3 months) $19,755 
2022  81,080 
2022 (Remaining six months) $40,540 
Total future lease payments $100,835  $40,540 
Less imputed interest  5,200   929 
Total $95,635  $39,611 

 

Consulting Agreements

 

During July 2015, we signed an agreement with a company to provide for consulting services for five years. In connection with the agreement, 500,000 shares of our restricted common stock and a one year 8%8% note of $50,000 were granted. The shares were valued at $0.18 per share. As the services provided were in dispute, the shares and note payable have not been issued as of SeptemberJune 30, 2021.2022. We have accrued the $142,500 in accrued expense and equity compensation.

 

F-26
 

 

During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of the Company’s restricted common stock were granted and the Company was to make monthly cash payments of $3,000. As of December 31, 2016, the Company recorded an equity compensation charge of $31,750, however, only 1,000,000 of the shares have been issued. As of SeptemberJune 30, 20212022 and December 31, 2020,2021, $19,150 has been recorded in accrued expense to account for the 1,500,000 shares of common stock that have not been issued.

 

Litigation

Paul Reid et al. v. Nutra Pharma Corp. et al.

On August 26, 2016, certain of former ReceptoPharm employees and a former ReceptoPharm consultant filed a lawsuit in the 17th Judicial Circuit in and for Broward County, Florida (Case No. CACE16–015834) against Nutra Pharma and ReceptoPharm to recover $315,000 allegedly owing to them under a settlement agreement reached in an involuntary bankruptcy action that was brought by the same individuals in 2012 and for payment of unpaid wages/breach of written debt confirms.

On June 24, 2021, the parties entered into a confidential settlement agreement of the lawsuit. Nutra Pharma has fully performed under the settlement and considers the case fully resolved.

Get Credit Healthy, Inc. v. Nutra Pharma Corp. and Rik Deitsch, Case No. CACE 18-017055

On August 1, 2018, Get Credit Healthy, Inc. filed a lawsuit against the Company and Rik Deitsch (collectively the “Defendants”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-017055) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. Counsel for Get Credit Healthy, Inc. requested an early mediation conference in an attempt to resolve our dispute. We agreed to this request, and mediation took place on February 15, 2019. At December 31, 2018, we owed principal balance of $101,818 and accrued interest of $21,023. The lawsuit was settled on February 15, 2019 for $104,000 and was further amended. The repayments were made in full as of November 2020 (See Note 6).

 

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

 

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note (contrary to the Get Credit Healthy lawsuit discussed above, we are certain that this individual is the majority owner of CSA 8411, LLC). Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL however the mediation was unsuccessful. At SeptemberJune 30, 2021,2022, we owed principal balance of $91,156 and accrued interest of $49,09957,280 (See Note 6) if the defenses and our new claims are deemed to be of no merit.

 

F-27
 

 

Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. The case has not been set for trial as of this date.

 

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

 

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants’ defrauded investors by making materially false and misleading statements about the Company and violated anti-fraud and other securities laws.

 

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.relief.

 

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On March 31, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021. At this time, the Court has not ruled on the pending Motion. The Company disputes the allegations in this lawsuit and continues to vigorously defend against the SEC’s claims. Mr. Deitsch and Mr. McManus have similarly defended the lawsuit since its filing and each contest liability. The Company does not believe that it engaged in any fraudulent activity or made any material misrepresentations concerning the Company and/or its products.

 

F-28

13. SUBSEQUENT EVENTS

 

Convertible Notes Payable

 

During October 2021,July 2022, we issued convertible promissory notes to the unrelated third parties for a total of $117,30092,000 with original issuance discount of $15,30012,000. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.00080.0006 per share. The notes are due one year from the execution and funding of the notes.

 

Common Stock Issued for Consulting Service

During October 2021, 5,000,000 shares have been issued pursuant toJuly 2022, the agreement signed in June 2021 with a consultant for services for six months for which the Company is to issue a total of 30,000,000 shares of the Company’s restricted common stock through November 2021.

Settlement of accrued interest of a related-party Note

During October 2021, we issued 12,500,000 shares of common stock to satisfy the $10,000 accrued interest of a related-party note of $200,000 originated in 2010. The shares were valued at fair value of $42,500.

Convertibleconvertible promissory notes receivable

On October 1, 2021, we purchased a convertible note from the Third Party for a total of $8,000247,250 were amended with additional original issuance discount of $80037,088 due July 2023. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.0008. The note is convertible into common shares for $0.01 per common share and mature in October 2022.

 

F-29F-28
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Introduction

 

Our business during the ninesix months ended SeptemberJune 30, 20212022 has focused upon marketing our homeopathic drugs for the treatment of pain:

 

● Nyloxin® (Stage 2 Pain)

● Nyloxin® Extra Strength (Stage 3 Pain)

● Pet Pain–Away

● Equine Pain–Away

● Luxury Feet

●Nyloxin® (Stage 2 Pain)
●Nyloxin® Extra Strength (Stage 3 Pain)
●Pet Pain–Away
●Equine Pain–Away
●Luxury Feet

 

During the ninesix months ended SeptemberJune 30, 20212022 and thereafter, the following has occurred:

 

On February 12, 2021 we announced that we are focusing on our intellectual property portfolio and have engaged new IP attorneys at Christopher & Weisberg P.A.

On February 23, 2021 we provided updates on our work in improving our existing facilities for manufacturing and validation of our drug products. This included the renewal of our lease for our current lab space and bringing all of manufacturing in-house.

On March 11, 2021 we announced that we had engaged AccuReg, Inc. as outside Regulatory and Quality Assurance consultants as part of our work in improving our existing facilities for manufacturing and validation of our drug products.

On March 16, 2021 we announced our plans for the marketing and distribution of Luxury Feet; an over-the-counter pain reliever and anti-inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos.

On April 15, 2021 we announced that our newest product, Luxury Feet, was available for purchase on Amazon.com.

On May 24, 2021, we announced plans for expanding the marketing of our over-the-counter pain relievers and anti-inflammatory products by working with influencers on several social media platforms. These will include celebrities as well as professional and Olympic athletes that have benefitted from our products.

On May 27, 2021,17, 2022, we provided updates on increasing our manufacturing capabilities for the production of our own products as well as third party companies with OTC drugs as well as dietary supplements. These capabilities include: a liquid fill line, of over-the-counter pain relievers and anti-inflammatory drugs. As part of this process, we have completed the design and purchase for a new liquidtube filling line, that includes automatican extrusion line as well as a capsule filling capping, coding, labeling and heat shrinking for most of our products.

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The new equipment will allow production of up to 40 bottles per minute, which greatly increases our manufacturing capacity. The equipment was validated, certified and in production in August of 2021.line.

 

On June 2, 2021, we announced that we had signed an agreement with professional snowboarder Jake Vedder as a celebrity endorser of Nyloxin for Chronic Pain relief. Mr. Vedder will provide marketing content, videos and testimonials on the use of our product and as a social media influencer.

On June 4, 2021,March 23, 2022, we announced our plansfirst agreement to act as a product formulator and contract manufacturer for increasing sales of our over-the-counter pain relievers through private label agreements that will rebrand Nyloxin.an outside company, Avini Health. The first private label distributor contract has been executed with sales expected to start withinfor the next 4-6 weeks. Their marketing plan includes direct sales, targeted landing pages and aggressive marketing through social media.

On June 8, 2021, we announced that DiverseAvini Health Services of Metro-Detroit has added the Nyloxinproduct line of products to their offerings. Nyloxin is already being sold in-house at their facilities and will be added shortly to their online marketplace. Their marketing plan includes direct sales to patients and other medical facilities, sales through their websites and social media utilizing their online platforms as well as videos featuring Dr. Randall Tent.

On July 15, 2021, we announced that we had engaged the Washington DC-based government affairs consulting firm, Vitello Consulting. The firm will work with elected officials as well as governmental agencies to increase the awareness of Nutra Pharma’s products and technologiesbegan in mid-March with the goallaunch of improving sales, garnering grantstheir initial product offerings that include: Nyloxin, a zeolite liquid product, a nano-silver product and potentially speeding drug applications.

On July 23, 2021, we announced that we filed a new provisional patent to protect our intellectual property surrounding our development of nerve agent counter measures.mushroom blend capsule.

 

Nyloxin®/Nyloxin® Extra Strength

 

We offer Nyloxin®/Nyloxin® Extra Strength as our over–the–counter (OTC) pain reliever that has been clinically proven to treat moderate to severe (Stage 2) chronic pain.

 

Nyloxin® and Nyloxin® Extra Strength are available as a two ounce topical gel for treating joint pain and pain associated with arthritis and repetitive stress, and as a one ounce oral spray for treating lower back pain, migraines, neck aches, shoulder pain, cramps, and neuropathic pain. Both the topical gel and oral spray are packaged and sold as a one–month supply.

 

Nyloxin® and Nyloxin® Extra Strength offer several benefits as a pain reliever. With increasing concern about consumers using opioid and acetaminophen–based pain relievers, the Nyloxin® products provide an alternative that does not rely on opiates or non–steroidal anti–inflammatory drugs, otherwise known as NSAIDs, for their pain relieving effects. Nyloxin® also has a well–defined safety profile. Since the early 1930s, the active pharmaceutical ingredient (API) of Nyloxin®, Asian cobra venom, has been studied in more than 46 human clinical studies. The data from these studies provide clinical evidence that cobra venom provides an effective treatment for pain with few side effects and has the following benefits:

 

●● safe and effective;
●all natural;
●long–acting;
●easy to use;
● non–narcotic;
●non–addictive; and
●analgesic and anti–inflammatory.

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● all natural;

● long–acting;

● easy to use;

● non–narcotic;

● non–addictive; and

● analgesic and anti–inflammatory.

Potential side effects from the use of Nyloxin® are rare, but may include headache, nausea, vomiting, sore throat, allergic rhinitis and coughing.

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The primary difference between Nyloxin® and Nyloxin® Extra Strength is the dilution level of the venom. The approximate dilution levels for Nyloxin® and Nyloxin® Extra Strength are as follows:

 

Nyloxin®

 

● Topical Gel: 30 mcg/mL

● Oral Spray: 70 mcg/mL

●Topical Gel: 30 mcg/mL
●Oral Spray: 70 mcg/mL

 

Nyloxin® Extra Strength

 

● Topical Gel: 60 mcg/mL

● Oral Spray: 140 mcg/mL

●Topical Gel: 60 mcg/mL
●Oral Spray: 140 mcg/mL

 

In December 2011, we began marketing Nyloxin® and Nyloxin® Extra Strength at www.nyloxin.com and on www.Amazon.com/nyloxin. Both Nyloxin® and Nyloxin® Extra Strength are packaged in a roll–on container, squeeze bottle and as an oral spray. Additionally, Nyloxin® topical gel is available in an 8 ounce pump bottle.

 

We are currently marketing Nyloxin® and Nyloxin® Extra Strength as treatments for moderate to severe chronic pain. Nyloxin® is available as an oral spray for treating back pain, neck pain, headaches, joint pain, migraines, and neuralgia and as a topical gel for treating joint pain, neck pain, arthritis pain, and pain associated with repetitive stress. Nyloxin® Extra Strength is available as an oral spray and gel application for treating the same physical indications, but is aimed at treating the most severe (Stage 3) pain that inhibits one’s ability to function fully.

 

Nyloxin® Military Strength

 

In December 2012, we announced the availability of Nyloxin® Military Strength for sale to the United States Military and Veteran’s Administration. Over the past few years, the U.S. Department of Defense has been reporting an increase in the use and abuse of prescription medications, particularly opiates. In 2009, close to 3.8 million prescriptions for pain relievers were written in the military. This staggering number was more than a 400% increase from the number of prescriptions written in the military in 2001. But prescription drugs are not the only issue. The most common and seemingly harmless way to treat pain is with non–steroidal, anti–inflammatory drugs (NSAIDS). But there are risks. Overuse can cause nausea, vomiting, diarrhea, heartburn, ulcers and internal bleeding. In severe cases chest pain, heart failure, kidney dysfunction and life–threatening allergic reactions can occur. It is reported that approximately 7,600 people in America die from NSAID use and some 78,000 are hospitalized. Ibuprofen, also an NSAID has been of particular concern in the military. The terms “Ranger Candy” and “Military Candy” refer to the service men and women who are said to use 800mg doses of Ibuprofen to control their pain. But when taking anti–inflammatory Ibuprofen in high doses for chronic pain, there is potential for critical health risks; abuse can lead to serious stomach problems, internal bleeding and even kidney failure. There are significantly greater health risks when abuse of this drug is combined with alcohol intake. Our goal is that with Nyloxin®, we can greatly reduce the instances of opiate abuse and overuse of NSAIDS in high risk groups like the US military. The Nyloxin® Military Strength represents the strongest version of Nyloxin® available and is approximately twice as strong as Nyloxin® Extra Strength. We are working with outside consultants to register Nyloxin® Military Strength and the other Nyloxin® products for sale to the US government and the various arms of the military as well as the Veteran’s Administration. In February of 2018, Nyloxin was added to the Federal Supply Schedule but was subsequently removed the following week without an adequate explanation. We have continued to work with our consultants to understand why our products were improperly removed the Federal Supply Schedule and when we may be able to get re-listed on the Federal Supply Schedule for eventual sales to governmental agencies or to the US Military.

 

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International Sales

 

We are pursuing international drug registrations in Canada, Mexico, India, Australia, New Zealand, Central and South America and Europe. Since European rules for homeopathic drugs are different than the rules in the US, we cannot estimate when this process will be completed. On March 25, 2013 we announced the publication of our patent and trademark for Nyloxin® in India. We are actively seeking new distribution partners in India.

 

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On May 14, 2015 we announced that we had engaged the Nature’s Clinic to begin the process of regulatory approval of our Company’s Over–the–Counter pain drug, Nyloxin® for marketing and distribution in Canada. The Nature’s Clinic has already begun setting up their Chatham, Ontario warehouse. Due to lack of funding, we have waited to complete the approval process to begin distributing Nyloxin® and expect to re-engage in the process in 2021.2022.

 

On February 1, 2018 we announced a Distribution Agreement with the Australian company, Pharmachal PTY LTD to market and distribute Nyloxin® in Australia and New Zealand. Pharmachal has begun the registration process with the TGA (Therapeutic Goods Administration). At this time, we do not know if our products will qualify for TGA registration and cannot provide a timeline for the eventual distribution in Australia.

 

Additionally, we plan to complete several human clinical studies aimed at comparing the ability of Nyloxin® Extra Strength to replace prescription pain relievers. We have provided protocols to several hospitals and will provide details and timelines when those protocols have been accepted. We cannot provide any timeline for these studies until adequate financing is available.

 

To date, our marketing efforts have been limited due to lack of funding. As sales increase, we plan to begin marketing more aggressively to increase the sales and awareness of our products.

 

Pet Pain–Away

 

During June of 2013, we announced the launch of our new homeopathic formula for the treatment of chronic pain in companion animals, Pet Pain–Away™. Pet Pain–Away™ is a homeopathic, non–narcotic, non–addictive, over–the–counter pain reliever, primarily aimed at treating moderate to severe chronic pain in companion animals. It is specifically indicated to treat pain from hip dysplasia, arthritis pain, joint pain, and general chronic pain in dogs and cats. The initial product run was completed in December of 2014 and launched through Lumaxa Distributors on December 19, 2014.

 

In May of 2016, we signed a license agreement to begin the process of creating an infomercial (Direct Response) campaign for Pet Pain–Away™. In November of 2016, we announced the license agreement with DEG Productions for the marketing and distribution of Pet Pain–Away globally. DEG has the ability to earn the exclusive distribution rights for the product by reaching certain sales milestones. DEG has created their own website (www.getpetpainaway.com) and began airing commercials in December of 2016.

 

In February of 2020, we took back the marketing of Pet Pain-Away and are currently selling the product on Amazon.com and through www.petpainaway.com.

 

Luxury Feet

 

In June of 2017 we announced the creation of Luxury Feet; an over–the–counter pain reliever and anti–inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos. In March of 2021 we announced plans for the marketing and distribution of Luxury Feet and on April 15, 2021 we announced that the product was available for purchase on Amazon. We will continue with the marketing efforts of Luxury Feet throughout 2021 with plans to start social media campaigns and a retail rollout later in the year.

 

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Equine Pain-Away (Formerly Equine Nyloxin)

 

In October of 2013, we announced that we were in the process of launching the newest addition to our line of homeopathic treatments for chronic pain, Equine Nyloxin. We had been working with trainers and veterinarians in the equine industry and have already identified distributors for the product. The Equine Nyloxin® represents the Company’s first topical solution for the animal market. Equine Nyloxin was rebranded as Equine Pain-Away and officially rolled into the market in October of 2019. Equine Pain-Away is being marketed through several retailers and online at www.EquinePainAway.com and on Amazon.

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Drug Discovery and Pipeline

 

Nutra Pharma is developing proprietary therapeutic protein products for the biologics market. The Company has two leading drug candidates: RPI–MN and RPI–78M.

 

RPI–MN

 

RPI–MN inhibits the entry of several viruses that are known to cause severe neurological damage in such diseases as encephalitis and Human Immunodeficiency Virus (HIV). It is being developed first for the treatment of HIV.

 

RPI–78M

 

RPI–78M is being developed for the treatment of Multiple Sclerosis (MS) and Adrenomyeloneuropathy (AMN). Other neurological and autoimmune disorders that may be served by RPI–78M include Myasthenia Gravis (MG), Rheumatoid Arthritis (RA) and Amyotrophic Lateral Sclerosis (ALS).

 

RPI–78M and RPI–MN contain anticholinergic peptides that recognize the same receptors as nicotine (acetylcholine receptors) but have the opposite effect. In a specific chemical process unique to Nutra Pharma, the drugs are created through a process of chemical modification.

 

In September, 2015 RPI–78M was granted Orphan Status by the FDA for the treatment of pediatric Multiple Sclerosis. This allows for much shorter timelines to drug approval, waiver of FDA fees (around $2.5M), rolling review and fast–track approval. Orphan status also allows for potential grant money and other funding opportunities through the clinical process.

 

RPI–MN and RPI–78M possess several desirable properties as drugs:

 

● They lack measurable toxicity but are still capable of attaching to and affecting the target site on the nerve cells. This means that patients cannot overdose.

● They display no serious adverse side effects following years of investigations in humans and animals.

● They are extremely stable and resistant to heat, which gives the drugs a long shelf life. The drugs’ stability has been determined to be over 4 years at room temperature. This is extremely unusual for a biologic drug.

● RPI–78M may be administered orally –– a first for a biologic MS drug. This will present MS patients with additional quality of life benefits by eliminating the requirement for routine injections.

● They are easy to administer.

 

We are currently working with consultants to develop trial protocols for a Phase I/II trial for the use of RPI–78M in the treatment of Pediatric Multiple Sclerosis. We expectOur goal is to begin the trialinitiate these trials in FY2021.2022.

 

Critical Accounting Policies and Estimates

 

Our condensed consolidated unaudited financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K filed with the SEC on April 15, 2022. There were no material changes to our accounting policies during the six months ended June 30, 2022.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. In general, management’s estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management under different and/or future circumstances.

 

We believe that our critical accounting policies and estimates include our ability to continue as a going concern, revenue recognition, accounts receivable and allowance for doubtful accounts, inventory obsolescence, accounting for long–lived assets and accounting for stock based compensation.

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Ability to Continue as a Going Concern: Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

Revenue Recognition: The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled when control passes to our customers. We record revenues net of promotions and discounts. For certain product sales to a distributor, we record revenue including a portion of the cash proceeds that is remitted back to the distributor.

Accounts Receivable and Allowance for Doubtful Accounts: We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of periodic credit evaluations of our customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Our accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Inventory Obsolescence: Inventories are valued at the lower of average cost or market value. We periodically perform an evaluation of inventory for excess, impairments and obsolete items. At September 30, 2021, our inventory consisted entirely of raw materials and finished goods that are utilized in the manufacturing of finished goods. These raw materials generally have expiration dates in excess of 10 years. We classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed.

Long–Lived Assets: The carrying value of long–lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long–lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Derivative Financial Instrument: Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

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Convertible Debt: For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

The Fair Value Measurement Option: We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

Derivative Accounting for Convertible Debt and Options and Warrants: The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt and options and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Share-Based Compensation: We record share-based compensation in accordance with FASB ASC 718, Stock Compensation. FASB ASC 718 requires that the cost resulting from all share-based transactions are recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. FASB ASC 718 also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Results of Operations – Comparison of Three Months Periods Ended SeptemberJune 30, 20212022 and September 30, 20202021

 

Sales for the three–month period ended SeptemberJune 30, 20212022 were $19,266$90,378 compared to $13,372$30,459 for the three-month period ended SeptemberJune 30, 2020.2021. The increase in net sales is primarily attributable to the increase in Pet Pain-Away sales.sales of Nyloxin, Zeolite liquid product, Nano-silver product and Mushroom blend capsule.

 

Cost of sales for the three–month period ended SeptemberJune 30, 20212022 is $9,644$60,797 compared to $3,106$9,006 for the three–month period SeptemberJune 30, 2020.2021. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Our gross profit margin for the three–month period ended SeptemberJune 30, 20212022 is $9,622$29,581 or 49.94%32.73% compared to $10,266$21,453 or 76.77%70.43% for the three–month period ended SeptemberJune 30, 2020.2021. The decrease in our profit margin is primarily due to increase in the credit card processing fees and manufacturing cost.

 

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Selling, general and administrative expenses increased $303,913decreased $91,297 or 120.11%20.74% from $253,019$440,165 for the quarter ended SeptemberJune 30, 20202021 to $556,932$348,868 for the quarter ended SeptemberJune 30, 2021,2022, generally due to the overall increasedecrease in professional fees. In addition, we had a bad debt recoveryexpense from the receivables from companies owned by the Company’s CEO for $35,000$21,799 and $59,000$20,000 for the three months ended SeptemberJune 30, 2022 and 2021, and 2020.respectively.

 

Other income of $4,750$5,500 and $1,715 for the three months ended SeptemberJune 30, 2022 and 2021, respectively, is related to the amortization of debt discount from the convertible notes receivables obtained during 2021.2021, and first and second quarter of 2022.

 

Interest expense, including related party interest expense, increased $61,532$91,296 or 82.64%84.22%, from $74,454$108,402 for the quarter ended SeptemberJune 30, 20202021 to $135,986$199,698 for the quarter ended SeptemberJune 30, 2021.2022. This increase was primarily due to increase in amortization of loan discounts in the quarter ended SeptemberJune 30, 20212022 compared to the quarter ended SeptemberJune 30, 2020.2021.

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We carry certain of our debentures and common stock warrants at fair value. For the three months ended SeptemberJune 30, 20212022 and 2020,2021, the liability related to these hybrid instruments fluctuated, resulting in a gain of $16,133,270$3,484 and $852,675,a loss of $3,918,817, respectively.

 

Loss on settlement of debts increased $56,339$102,800 or 100%917.86%, from a loss of $0$11,200 for the three months ended SeptemberJune 30, 20202021 to a loss of $56,339$114,000 for the three months ended SeptemberJune 30, 2021.2022. This increase was primarily due to increase in losses on settlement of debt through issuance of shares of common stock. Stock issued for loan modification decreased $6,700 or 100% from $6,700 for the three months ended September 30, 2020 to $0 for the three months ended September 30, 2021.

 

As a result of the foregoing, our net incomeloss increased by $14,845,617$4,008,018 or 2,525.76%119.21%, from $587,768an income of $3,362,218 for the quarter ended SeptemberJune 30, 20202021 to an incomea loss of $15,433,385$645,800 for the quarter ended SeptemberJune 30, 2021.2022.

Results of Operations – Comparison of NineSix Months Periods Ended SeptemberJune 30, 20212022 and SeptemberJune 30, 20202021

 

Sales for the nine–six–month period ended SeptemberJune 30, 20212022 were $71,748$112,576 compared to $36,728$52,482 for the nine-monthsix-month period ended SeptemberJune 30, 2020.2021. The increase in net sales is primarily attributable to the increase in Pet Pain-Away sales.sales of Nyloxin, Zeolite liquid product, Nano-silver product and Mushroom blend capsule.

 

Cost of sales for the nine–six–month period ended SeptemberJune 30, 20212022 is $24,284$75,203 compared to $12,070$14,640 for the nine–six–month period SeptemberJune 30, 2020.2021. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Our gross profit margin for the nine–six–month period ended SeptemberJune 30, 20212022 is $47,464$37,373 or 66.15%33.20% compared to $24,658$37,842 or 67.14%72.10% for the nine–six–month period ended SeptemberJune 30, 2020. The decrease in our profit margin is primarily due to increase in the credit card processingmanufacturing cost.

 

Selling, general and administrative expenses increased $777,802decreased $279,673 or 107.45%29.60% from $723,887$944,757 for the ninesix months ended SeptemberJune 30, 20202021 to $1,501,689$665,084 for the ninesix months ended SeptemberJune 30, 2021,2022, generally due to the overall increasedecrease in professional fees. In addition, we incurred bad debt expense of $38,000$21,799 and $73,000 from the receivables from companies owned by the Company’s CEO for the ninesix months ended SeptemberJune 30, 2022 and 2021. We had a bad debt recovery from the receivables from companies owned by the Company’s CEO for $129,500 for the nine months ended September 30, 2020.

 

Other income of $6,465$12,005 and $1,715 for the ninesix months ended SeptemberJune 30, 2022 and 2021, respectively, is related to the amortization of debt discount from the convertible notes receivables obtained during 2021. Other income2021, and first and second quarter of $5,000 for the nine months ended September 30, 2020 was due to the EIDL advance forgiven by SBA during June 2020.2022.

 

Interest expense, including related party interest expense, increased $129,473$168,432 or 56.00%74.96%, from $231,200$224,687 for the ninesix months ended SeptemberJune 30, 20202021 to $360,673$393,119 for the ninesix months ended SeptemberJune 30, 2021.2022. This increase was primarily due to increase in amortization of loan discounts in the ninesix months ended SeptemberJune 30, 20212022 compared to the ninesix months ended SeptemberJune 30, 2020.2021.

 

We carry certain of our debentures and common stock warrants at fair value. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, the liability related to these hybrid instruments fluctuated, resulting in a gain of $5,549,845 and a loss of $12,824,783 and a gain of $2,169,152,$28,958,053, respectively.

 

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Loss on settlement of debts increased $463,836decreased $277,938 or 2,108.35%64.71%, from a loss of $22,000$429,497 for the ninesix months ended SeptemberJune 30, 20202021 to a loss of $485,836$151,559 for the ninesix months ended SeptemberJune 30, 2021.2022. This increasedecrease was primarily due to increasedecrease in losses on settlement of debt through issuance of shares of common stock. Stock issued for loan modification increased $20,600decreased $107,500 or 23.71%100% from $86,900 for the nine months ended September 30, 2020 to $107,500 for the ninesix months ended SeptemberJune 30, 2021.2021 to $0 for the six months ended June 30, 2022.

 

As a result of the foregoing, our net income/loss decreasedincome increased by $16,528,875$35,065,599 or 1,307.33%114.23%, from a loss of $30,697,937 for the six months ended June 30, 2021 to an income of $1,264,323$4,367,662 for the ninesix months ended SeptemberJune 30, 2020 to a loss of $15,264,552 for the nine months ended September 30, 2021.2022.

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Liquidity and Capital Resources

 

We have incurred significant losses from operations and working capital and stockholders’ deficits raise substantial doubt about our ability to continue as a going concern. Further, as stated in Note 1 to our condensed consolidated unaudited financial statements for the period ended SeptemberJune 30, 2021,2022, we have an accumulated deficit of $83,898,020$77,361,327 at SeptemberJune 30, 2021.2022. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $23,203,359$16,235,055 and a stockholders’ deficit of $23,620,681$16,197,236 at SeptemberJune 30, 2021.2022.

 

Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. As of the date of the filing of this report, we do not believe that our source of cash is adequate for the next 12 months of operation and there is substantial doubt about our ability to continue as a going concern.

 

Current operations are primarily being funded through a combination of product sales and convertible notes. During the ninesix months ended SeptemberJune 30, 2021,2022, we raised $1,976,560$480,000 through the issuance of convertible notes and $251,340 through the issuance of a promissory notes.

 

We expect to utilize the proceeds from these funds and additional capital to manufacture Nyloxin® and Pet Pain–Away and reduce our debt level. We estimate that we will require approximately $200,000 quarterly to fund our existing operations and ReceptoPharm’s operations for the next twelve months from the date of filing. These costs include: (i) compensation for three (3) full–time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) general office expenses including rent and utilities; (iv) product liability insurance; and (v) outside legal and accounting services. These costs reflected in (i) – (v) do not include research and development costs or other costs associated with clinical studies.

 

We began generating revenues from the sale of Cobroxin® in the fourth quarter of 2009 and from the sale of Nyloxin® during the first quarter of 2011. We began generating revenues from the sale of Pet Pain–Away™ in the fourth quarter of 2014. Our ability to meet our future operating expenses is highly dependent on the amount of such future revenues. To the extent that future revenues from the sales of Nyloxin® and Pet Pain–Away™ are insufficient to cover our operating expenses we may need to raise additional equity capital, which could result in substantial dilution to existing shareholders. There can be no assurance that we will be able to raise sufficient equity capital to fund our working capital requirements on terms acceptable to us, or at all. We may also seek additional loans from our officers and directors; however, there can be no assurance that we will be successful in securing such additional loans.

 

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

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Impact of COVID-19 on our Operations

 

The ramifications of the outbreak of the novel strain of COVID-19 are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. Beginning in June 2020, the Company experienced a delay in retail rollout as a downstream implication of the slowing economy. We also closed our Coral Springs office in effort to save money. During May 2020, we received approval from SBA to fund our request for a PPP loan for $64,895. We used the proceeds primarily for payroll costs. We expect forgiveness of thisThe entire loan under the current terms of requirement by the SBA.was forgiven in November 2021. During April and June 2020, we obtained the loan in the amount of $150,000 from SBA under its Economic Injury Disaster Loan assistance program. We used the proceeds primarily for rent, payroll, utilities, accounting and legal expenses.

 

The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; and the distribution of testing and a vaccine.

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Uncertainties and Trends

 

Our operations and possible revenues are dependent now and in the future upon the following factors:

 

● whether Nyloxin®, Nyloxin® Extra Strength and Pet Pain–Away will be accepted by retail establishments where they are sold;

● because Nyloxin® is a novel approach to the over–the–counter pain market, whether it will be accepted by consumers over conventional over–the–counter pain products;

● whether Nyloxin® Military Strength will be successfully launched and be accepted in the marketplace;

● whether our international drug applications will be approved and in how many countries;

● whether we will be successful in marketing Nyloxin®, Nyloxin® Extra Strength and Pet Pain–Away in our target markets and create nationwide and international visibility for our products;

● whether our drug delivery system, i.e. oral spray and gel, will be accepted by consumers who may prefer a pain pill delivery system;

● whether competitors’ pain products will be found to be more attractive to consumers;

● whether we successfully develop and commercialize products from our research and development activities;

● whether we compete effectively in the intensely competitive biotechnology area;

● whether we successfully execute our planned partnering and out–licensing products or technologies;

● whether the current economic downturn and related credit and financial market crisis will adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market;

● whether we are subject to litigation and related costs in connection with use of products;

● whether we will successfully contract with domestic distributor(s)/advertiser(s) for our products and whether that will cause interruptions in our operations;

● whether we comply with FDA and other extensive legal/regulatory requirements affecting the healthcare industry.

 

Off–Balance Sheet Arrangements

 

We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

 

● An obligation under a guarantee contract.

● A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.

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● Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument.

● Any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

 

We do not have any off–balance sheet arrangements or commitments other than those disclosed in this report that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As of SeptemberJune 30, 2021,2022, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of SeptemberJune 30, 2021,2022, as defined in Rule 13a–15 under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our management, including our Chief Executive Officer/Chief Financial Officer, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Section 9A of our annual report on Form 10–K, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of SeptemberJune 30, 2021.2022. In light of this, we performed additional post–closing procedures and analyses in order to prepare the Condensed Consolidated Unaudited Financial Statements included in this report. As a result of these procedures, we believe our Condensed Consolidated Unaudited Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, who also acted as our Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or 15d–15 under the Exchange Act that occurred during the quarter ended SeptemberJune 30, 20212022 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

Paul Reid et al. v. Nutra Pharma Corp. et al.

On August 26, 2016, certain of former ReceptoPharm employees and a former ReceptoPharm consultant filed a lawsuit in the 17th Judicial Circuit in and for Broward County, Florida (Case No. CACE16–015834) against Nutra Pharma and ReceptoPharm to recover $315,000 allegedly owing to them under a settlement agreement reached in an involuntary bankruptcy action that was brought by the same individuals in 2012 and for payment of unpaid wages/breach of written debt confirms. On June 24, 2021, the parties entered into a confidential settlement agreement of the lawsuit. Nutra Pharma has fully performed under the settlement and considers the case fully resolved.

Get Credit Healthy, Inc. v. Nutra Pharma Corp. and Rik Deitsch, Case No. CACE 18-017055

On August 1, 2018, Get Credit Healthy, Inc. filed a lawsuit against Nutra Pharma Corp. and Rik Deitsch (collectively the “Defendants”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-017055) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. Counsel for Get Credit Healthy, Inc. requested an early mediation conference in an attempt to resolve our dispute. We agreed to this request, and mediation took place on February 15, 2019. At December 31, 2018, we owed principal balance of $101,818 and accrued interest of $21,023. At mediation, Get Credit Healthy, Inc. claimed that the individual that breached the binding memorandum of understanding with Nutra Pharma Corp. was never an owner of Get Credit Healthy, Inc., but rather, a close friend that encouraged Get Credit Healthy, Inc. to make the subject loan to Nutra Pharma Corp. Ultimately, the parties were able to reach a Confidential Settlement Agreement to resolve the dispute, and an Agreed Order was entered dismissing the lawsuit. The lawsuit was settled on February 15, 2019 for $104,000 with scheduled payments through May 1, 2020. The settlement amount was further amended and repayments were made in full as of November 2020 (See Note 6).

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CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

 

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note (contrary to the Get Credit Healthy lawsuit discussed above, we are certain that this individual is the majority owner of CSA 8411, LLC). Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL however the mediation was unsuccessful. At SeptemberJune 30, 2021,2022, we owed principal balance of $91,156 and accrued interest of $49,099$57,280 (See Note 6) if the defenses and our new claims are deemed be of no merit.

 

The Company also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. The case has not been set for trial as of this date.

 

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

 

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants defrauded investors by making materially false and misleading statements about t and violated anti-fraud and other securities laws.

 

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

 

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On March 31, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021. At this time the Court has not ruled on the pending Motion. Nutra Pharma disputes the allegations in this lawsuit and continues to vigorously defend against the SEC’s claims. Mr. Deitsch and Mr. McManus have similarly defended the lawsuit since its filing and each contest liability. The Company does not believe that it engaged in any fraudulent activity or made any material misrepresentations concerning the Company and/or its products.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Common Stock Issued for SettlementDuring February 2022, the Noteholder received 12,000,000 shares of Debtour restricted common stock in satisfaction of $6,000 of the Note with a fair value of $36,000.

 

During August 2021,February 2022, in connection with the settlement of $16,693 of the promissory note of $183,619 restated in FebruaryAugust 2021, we issued 20,866,250 shares of common stock with fair value of $73,032.

Common Stock Issued for Consulting Service$54,252.

 

During June 2021,May 2022, in connection with the Company signed an agreement with a consultant for services for six months for which the Company is to issuesettlement of a total of 30,000,000$108,500 of the Notes originated in 2020 and 2021 with one noteholder, we issued 222,500,000 shares of the Company’s restricted common stock. In connection with this agreement, 15,000,000 shares were issued during the third quarter of 2021.

During July 2021, the Company signed an agreementstocks with a consultant for services for twelve months. In connection with this agreement, 5,000,000 shares were issued.fair value of $222,500.

Item 3. Defaults Upon Senior Securities

 

Debt owed to a Director

 

During 2010, we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid principal balance in full as of December 31, 2016. During the ninesix months ended SeptemberJune 30, 2021,2022, we repaid $40,000$15,000 of accrued interest in cash. At SeptemberJune 30, 20212022 and December 31, 2020,2021, we owed this director accrued interest of $153,402$141,236 and $179,522. During October 2021, we issued 12,500,000 shares of common stock to satisfy the accrued interest of $10,000 with fair value of $42,500.$147,768, respectively.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit No. Title
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.
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.
 Registrant
  
Dated: November 10, 2021August 22, 2022/s/ Rik J. Deitsch
 Rik J. Deitsch
 Chief Executive Officer/Chief Financial Officer

 

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