U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 23, 2002
COMMISSION FILE NUMBER: 333-44398
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 jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
485 Martin Lane, Beverly Hills, California 90210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (310) 276-8767
Item 1. Change in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
On December 23, 2002 Nutra Pharma Corp and Nutra Pharma Inc. mutually agreed to
rescind their agreement dated November 23, 2001. The prior agreement entitled,
"Nutra Pharma Corp. to acquire all assets of Nutra Pharma Inc. for 4,500,000
shares of Nutra Pharma Corp (OTCBB: NPHC)." All shares were disbursed to Minto
as the sole shareholder of Nutra Pharma Inc. All shares available will be
returned to Nutra Pharma Corp., all other shares not returned to Nutra Pharma
Corp. will be deemed irretrievable and cancelled upon this agreement (see
Exhibit 7.1).
On December 30, 2002 Nutra Pharma Corp announced that it had received an
unsolicited offer from The Saksa Group, LLC to acquire up to 2,000,000 shares
of registered, free-trading Nutra Pharma Corp common stock at $0.80 per share
in cash. The offer came in the form of a letter dated December 30, 2002 from
The Saksa Group, LLC to Nutra Pharma's Chairman of the Board (see Exhibit 7.2).
On January 6, 2003 Nutra Pharma announced that its Board of Directors had
unanimously voted to recommend that shareholders not accept the tender offer by
The Saksa Group, LLC.
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
a) Not Applicable
b) Not Applicable
c) Exhibits
7.1 Rescission, Settlement and Release Agreement
Rescission, Settlement and Release Agreement
Parties: George Minto (Nutra Pharma,, Inc.) vs. Zirk Engelbrecht (Nutra
Pharma Corp).
Nutra Pharma Corp and Nutra Pharma Inc. have mutually agreed to rescind their
agreement dated November 23, 2001. The prior agreement entitled, "Nutra Pharma
Corp. to acquire all assets of Nutra Pharma Inc. for 4,500,000 shares of Nutra
Pharma Corp (OTCBB: NPHC)." All shares were disbursed to Minto as the sole
shareholder of Nutra Pharma Inc. All shares available will be returned to Nutra
Pharma Corp., all other shares not returned to Nutra Pharma Corp. will be
deemed irretrievable and cancelled upon this agreement (*terms below).
Upon payment by Nutra Pharma Inc. (Minto) in full of the total consideration
set forth in this agreement*, and receipt of 4,500,000 (*less irretrievable
shares) shares of Nutra Pharma Corporation (OTCBB: NPHC) delivered to Nutra
Pharma Corp., and Englebrecht, the said Parties and Principles - Nutra Pharma
Inc., Minto and Nutra Pharma Corp., Engelbrecht - hereby agree to waive and
forever release and discharge each other (and their heirs, executors,
administrators, successors and assigns, predecessors, parent corporations,
subsidiary corporations, affiliates and agents, and the officers, directors,
employees, attorneys, agents, shareholders and representatives of any of them)
from any and all actions, causes of action, suits, debts, sums of money,
accounts, reckonings, bonds, bills, specialties, convenants, contracts,
controversies, agreements, promises, variances, trespasses, damages,
judgements, extents, executions, claims and demands whatsoever, in law,
admiralty or equity, which they ever had, now have or hereafter, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever from the
time the parties first met (telephonically, electronically, in person or in
writing) to the day of the date of this Agreement and Release.
The final terms and conditions of this agreement: Minto and Nutra Pharma Inc.
will return 2,092,500 shares of Nutra Pharma Corp (OTCBB: NPHC) in return will
receive 250,000 shares of free trading shares of Nutra Pharma Corp (OTCBB:
NPHC). Minto will deliver an additional 1,000,000 shares of Nutra Pharma Corp
(OTCBB: NPHC) and receive 200,000 shares of Nutra Pharma Corp (OTCBB: NPHC).
The remaining 1,407,500 shares will be deemed irretrievable and cancelled upon
this agreement.
Signed By: Signed By:
Zirk Engelbrecht George Minto
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Zirk Engelbrecht Date: 12/23/02 George Minto Date: 12/23/02
7.2 Offer to Purchase for Cash up to 2,000,000 Shares of Nutra Pharma Corp. at
$.80 per share.
OFFER TO PURCHASE FOR CASH
UP TO
2,000,000 SHARES OF
NutraPharma Corp
("NPHC") (CUSIP #67060U109)
FOR
$.80 CASH PER SHARE
BY
BUYER
We are offering an opportunity to sell your shares of Nutra Pharma ("NPHC") for
$.80 per share. The offer may be amended or terminated in the event we do not
receive the full amount of shares we are seeking to purchase. In the event we
receive more shares that the full amount of shares we are seeking to purchase,
the shares will be accepted on a first-come, first-buy basis. The purchase
price has been determined at the sole discretion of Buyer ("Buyer".) The date
of this offer is December 30, 2002; it will expire January 31, 2003 unless
extended.
TERMS, DISCLOSURES, AND TRANSFER INSTRUCTIONS
To respond to our offer, please submit your shares to Depository Trust Company,
or mail a certificate to us at the address below. Buyer hereby warrants that
all Shares properly tendered will be paid for in cash promptly after we receive
confirmation the Shares have been transferred.. The amount paid to you will be
calculated by multiplying the number of Shares you transfer to us by $.80 per
Share, then subtracting any distributions, of cash or securities, from any
source whatsoever, paid after December 30, 2002. Buyer is not affiliated in any
way with Target. Buyer may purchase or sell additional Shares at any point in
the future at prices that may differ from the price offered herein. In the
event of a significant adverse change in circumstance of Target, we reserve the
right to terminate or amend this offer without notice. In the event Target is
not current in its filings with the Securities and Exchange Commission by the
expiration of this offer, we reserve the right to terminate or amend this
offer. No shares tendered to this offer may be accepted until the offer has
expired. Shareholders tendering their shares to Buyer will not have withdrawal
rights unless the offer is amended or is extended beyond February 28, 2003 (not
including amendments that serve only to increase the offer price or to change
the number of shares we are willing to purchase.) Only registered, free-trading
shares unencumbered by any liens or restrictions may be accepted. The right to
terminate the offer in the event of an adverse change in circumstance allows
Buyer to potentially realize profits from an increase in the value of Target
without incurring an equal risk of loss from a decrease in the value of Target.
The majority of market risk is therefore retained by the sellers until such
time as the offer expires and the sellers are paid in full. In the event a
single block of Shares tendered pursuant to this offer should cause the total
number of Shares tendered to exceed the limited number of Shares we are willing
to purchase, we reserve the right to reject that block, or to purchase a
portion of that block at our sole discretion.
For More Information Contact The Saksa Group, LLC
8560 East Pershing Avenue
Scottsdale, Arizona 85260
Tel: (480) 860-2075 Email: stock4u@aol.com
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 6, 2003
Nutra Pharma Corp.
Zirk Engelbrecht
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By: Zirk Engelbrecht, Chairman,
Board of Directors