UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2002
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period ____ to______
COMMISSION FILE NUMBER: 333-44398
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NUTRA-PHARMA CORP.
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(Exact name of registrant as specified in its charter)
California 91-2021600
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(State or other jurisdiction of (IRS Employer I.D. Number)
incorporation or organization)
6505 216th Street, SW, Suite 105
Mountain Terrace, WA 98004
(425) 673-7595
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(Address of Principal Executive Offices, including Registrant's zip code
and telephone number)
NONE
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Former name, former address and former fiscal year, if changed
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports,), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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The number of shares of the registrant's common stock as of March 31, 2002:
2,000,000 shares.
Transitional Small Business Disclosure Format (check one): Yes No X
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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet
(b) Statement of Operations
(c) Statement of Changes in Financial Position
(d) Statement of Shareholders' Equity
(e) Notes to Financial Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 3. Risks
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES
FINANCIAL DATA SCHEDULE
Nutra Pharma Corp.
(A Development Stage Company)
Balance Sheets
December 31, March 31,
2001 2002
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ASSETS
Current Assets:
Cash $ 0 $ 0
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Total current assets: 0 0
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Non-current Assets
License Agreement 1,750,000 1,750,000
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Accumulated Amortization ( 116,667) ( 116,667)
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Total Non-Current Assets 1,633,333 1,633,333
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TOTAL ASSETS $1,633,333 1,633,333
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LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Loan payable-related party 42,683 184,327
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Total Current Liabilities 42,663 184,327
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Long Term Liabilities
License fees payable 1,725,000 1,675,000
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Total Liabilities 1,767,683 1,859,327
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Stockholders' Equity:
Preferred stock authorized - 20,000,000
Issued and outstanding - 0
Common stock, $.001 par value
Authorized - 2,000,000,000 shares
Issued and outstanding - 44,500,000 shares 69,450 69,450
Paid in capital (17,500) 0
Deficit accumulated during
the development stage (186,294) (360,438)
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Total Stockholders' Equity (25,333) 166,977
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,633,339 $1,633,339
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Nutra Pharma Corp.
(A Development Stage Company)
Statements of Operations
For the periods ended March 31, 2001 and 2002
and for the period February 1, 2000 (inception) through March 31, 2002
Cumulative
from
(inception)through
March 31, March 31, December 31,
2001 2002 2001
-------- -------- ------------------
Income $ 0 $ 0 $ 0
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Total Income $ 0 $ 0 $ 0
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Operating Expenses
Amortization Expense $ 0 $ 0
General and
administrative expenses 1,950 141,644 327,938
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Total Expenses 0 141,644 327,938
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Net income (loss) $ 0 $141,644 $(360,438)
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Nutra Pharma Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period February 1, 2000 (inception)
through March 31, 2001
Deficit
Number Accumulated
of Common Paid During
Shares Stock In Development
Outstanding at Par Value Capital Stage
----------- ------------ ------- -----------
February 1, 2000 (inception) 0 $ 0 $ 0
Stock issued to founders at inception 1,950,000 1,950 0
Net loss - December 31, 2000 (1,950)
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Balance at December 31, 2000 1,950,000 $ 1,950 $ 0 (1,950)
Common stocks issued 9/30/2001 50,000 25 24,975
20-1 split 40,000,000 40,000
Common 2,500,000 2,500
Net loss - December 31, 2001 (184,344)
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Balance at December 31, 2001 44,500,000 $ 44,475 $24,975 (186,294)
Net loss - March 31, 2002 (146,644)
Balance - March 31, 2002 44,500,000 69,450 (360,438)
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Nutra Pharma Corp.
(a Development Stage Company)
Statements of Cash Flows
For the years ended March 31, 2001 and 2002, and
For the period May 31, 2000 (inception)
through March 31, 2002
February 1,
2000
(inception)
through
March 31, March 31, March 31
2002 2001 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (141,644) $( 1,950) $ (360,438)
Amortization 116,667 116,667
Increase in other assets (1,750,000) (1,750,000)
Increase in fees payable 1,725,000 1,725,000
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NET CASH USED BY OPERATING ACTIVITIES $ (141,644) $ (1,950) $ (360,438)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock 0 1,950 26,950
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NET CASH FROM FINANCING ACTIVITIES $ 0 $ 1,950 $ 26,950
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INCREASE (DECREASE) IN CASH 0 0 6
BEGINNING CASH 0 0 0
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ENDING CASH $ 6 $ 0 $ 6
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NUTRA PHARMA CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2002
NOTE 1 - NATURE OF BUSINESS
Nutra Pharma was incorporated under the laws of the state of California on
February 1, 2000, under the original name of Exotic-Bird.com, and subsequently
changed its name to Cyber-Vitamin.com and, in November, 2001, to Nutra Pharma
Corporation. The purpose for which the Corporation is organized is to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of California including, without
limitation, to engage in the distribution of botanical biopharmaceutical
products.
Nutra Pharma has been in the development stage since its formation on February
1, 2000. Planned principal operations have only recently commenced since then,
but Nutra Pharma has not generated any significant revenue.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis - The Company uses the accrual method of accounting.
Cash and cash equivalents - The Company considers all short term, highly liquid
investments that are readily convertible within three months to known amounts
as cash equivalents. Currently, it has no cash equivalents.
Loss per share - Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 "Earnings Per Share". Basic loss per
share reflects the amount of losses for the period available to each share of
common stock outstanding during the reporting period, while giving effect to
all dilutive potential common shares that were outstanding during the period,
such as stock options and convertible securities. Fully Diluted Earnings Per
Shares shall be shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates. As of December 31,
2001 the Company had no issuable shares qualified as dilutive to be included in
the earnings per share calculations.
Estimates - The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statement and
accompanying notes. Actual results could differ from those estimates.
E. Revenues are recognized and recorded when ordered goods are paid for by
credit card. Expenses are realized and recorded when invoiced. The Company has
adopted the provision of SFAS No. 109 "Accounting for Income Taxes". It
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the differences between the financial statement
and tax basis of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse. Nutra Pharma
Corporation has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue codes are met.
The Company's total deferred tax assets as of December 31, 2001 is as follows:
Net operating loss carryforward $62,677
Valuation allowance (62,677)
Net deferred tax asset $ -
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The net operating loss carry forward for federal tax purposes will expire in
year 2021.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company issued a total of 6,000,000 share of unregistered common stock to
its officers, legal counsel, and consultant in exchange for services rendered.
The stocks issued are recorded at par value of the services received. The
company has issued a long term note payable to an officer of the company, in
exchange for working capital. The note is payable on demand, at an interest
rate of 10% per annum.
NOTE 5 - License Agreement
On May 7, 2001, the Company entered into a license agreement. The purchase
price for the license was $1,750,000. The cost of the licensing agreement
acquired was recorded as an intangible asset and is being amortized over the
term of the license of five years. At December 31, 2001, accumulated
amortization was $116,667. Under the agreement, the Company is obligated to pay
monthly minimum license fees of $100,000 through May 2003 with an option to
renew. The Company is also required to pay a 2% royalty on the wholesale
selling price and a renewal fee of 15% of the original license per year.
NOTE 6 - SUBSEQUENT EVENTS
On January 30, 2002, the Company and Terra Biopharma S.A., a corporation formed
under the laws of the Republic of Panama, entered into a joint venture
agreement to patent the compound WD667, its manufacturing process and various
uses in human and animal healing. Terra Nutra shall be owned by 50% Nutra
Pharma and 50% Terra Biopharma. Nutra Pharma shall be the sole and exclusive
distributor of all products derived from compound. Nutra Pharma shall pay Terra
Biopharma $1,740,000 in exchange for the distribution rights of the product.
Terra Biopharma shall purchase suitable land and construct a manufacturing
plant. This agreement supersedes the exclusive license agreement between Terra
Biopharma and Nutra Pharma dated May 7, 2001.
NOTE 7 - GOING CONCERN
The Company has nominal assets and no current operations with which to create
operating capital. It has an accumulated deficit of $184,344 at December 31,
2001. These factors raise substantial doubt about the company's ability to
continue as a going concern. The company seeks to raise operating capital
through private placements of its common stock. However, there can be no
assurance that such offering or negotiations will be successful.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NUTRA PHARMA CORP.
Dated: May 13, 2001 By: Michael Flax
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Michael Flax, President