UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003.
( ) TRANSITION REPORT PURSUANT OF SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period _________ to____________
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 other jurisdiction of (IRS Employer I.D. Number)
incorporation or organization)
485 Martin Lane, Beverly Hills, CA 90210
- -------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(310) 276-8767
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ( )
1
The number of shares outstanding of each of the issuer's classes of common
equity, as of November 14, 2003 is 47,851,932.
Transitional Small Business Disclosure Format (check one): Yes ( ) No (X)
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NUTRA PHARMA CORP.
(A Development Stage Company)
Form 10-QSB for the Quarterly Period Ended September 30, 2003
TABLE OF CONTENTS
-------------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet (Unaudited) as of September 30, 2003........................ 3
Statements of Operations (Unaudited) for three and nine month
periods ended September 30, 2003 and 2002..................................4
Statements of Cash Flows (Unaudited) for the nine month
periods ended September 30, 2003 and 2002..................................5
Notes to Financial Statements (Unaudited)..................................6
Item 2. Management's Discussion and Analysis or Plan of Operation...7
Item 3. Controls and Procedures....................................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..........................................11
Item 6. Exhibits and Reports on Form 8-K...........................11
SIGNATURES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
2
BALANCE SHEET
(Unaudited)
September 30,
2003
-------------
ASSETS
Current Assets:
Cash $ -
Loan receivable 819,327
----------
Total Current Assets 819,327
----------
TOTAL ASSETS $ 819,327
==========
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $ 2,400
Loan payable to related party 140,022
---------
Total Current Liabilities 142,422
---------
Stockholders' Deficit:
Common Stock, $.001 par value
Authorized shares; 2,000,000,000
Issued and outstanding shares;
46,086,328 46,086
Additional paid in capital 867,874
Deficit accumulated during
the development stage (237,055)
---------
Total Stockholders' (Deficit) 676,905
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 819,327
=========
The accompanying notes are an integral part of these financial statements.
3
NUTRA PHARMA CORP.
(A Development Stage Company)
Form 10-QSB for the Quarterly Period Ended September 30, 2003
Statements of Operations
(Unaudited)
<s> <c> <c> <c> <c> <c>
Three Months Ended Nine Months Ended (Since Inception)
September 30, September 30, February 1, 2000
to
2003 2002 2003 2002 September 30, 2003
-------- -------- -------- ------- ------------------
Revenue $ - $ - $ - $ - $ -
Operating expenses:
General and administrative 36,200 42,336 140,022 218,980 237,055
-------- -------- -------- -------- ----------
Total operating expenses 36,200 42,336 140,022 218,980 237,055
-------- -------- -------- -------- ----------
Net (loss) before income taxes (36,200) (42,336) (140,022) (218,980) (237,055)
Provision for income taxes - - - - -
-------- -------- -------- -------- ----------
Net (loss) $(36,200) $(42,336) $(140,022) $(218,980) $ (237,055)
======== ======== ========= ========= ==========
Loss per share:
Basic and diluted $(0.0008) $ (0.001) $ (0.003) $ (0.005)
======== ======== ========= =========
Weighted average
shares outstanding 45,860,414 42,500,000 44,699,452 45,966,603
========== =========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
NUTRA PHARMA CORP.
(A Development Stage Company)
Form 10-QSB for the Quarterly Period Ended September 30, 2003
STATEMENTS OF CASH FLOWS
(Unaudited)
<s> <c> <c> <c>
Nine Months Ended Since Inception)
September 30, February 1, 2000 to
2003 2002 September 30, 2003
----------- ----------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(140,022) $(218,980) $ (237,055)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Amortization - - -
Increase (decrease) in cash resulting from changes in:
Accrued expenses 2,400
Loan receivable - (950,000) (819,327)
License agreement payable - (50,000) -
---------- --------- ------------
Net cash flows (used in)
Operating activities (140,022) (1,218,980) $ (1,053,982)
---------- --------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock 862,010 459,422 913,960
Repayment of note payable to related party (862,010) - -
Borrowings under note payable to related party 140,022 776,650 140,022
---------- --------- ------------
Net cash flows provided by
Financing activities 140,022 1,236,072 $ 1,053,982
---------- --------- ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS - 17,092 -
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD - - -
---------- --------- ------------
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD $ - $ 17,092 $ -
========== ========= ============
The accompanying notes are an integral part of these financial statements.
5
NUTRA PHARMA CORP.
(A Development Stage Company)
Form 10-QSB for the Quarterly Period Ended September 30, 2003
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted in accordance with such rules and regulations. The information
furnished in the interim financial statements includes normal recurring
adjustments and reflects all adjustments, which, in the opinion of management,
are necessary for a fair presentation of such financial statements. The
Company is considered a development stage enterprise because it has not yet
generated any revenue.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
a. Basis - The Company uses the accrual method of accounting.
b. Cash and cash equivalents - The Company considers all short term, highly
liquid investments that are readily convertible within three months to known
amounts as cash equivalents. At September 30, 2003, the Company has no cash or
cash equivalents.
c. Loss per share - Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 "Earnings Per Share". Basic loss per
share reflects the amount of losses for the period available to each share of
common stock outstanding during the reporting period, while giving effect to
all dilutive potential common shares that were outstanding during the period,
such as stock options and convertible securities. Fully Diluted Earnings Per
Shares shall be shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates. As of September
30, 2003, the Company had no issuable shares qualified as dilutive, to be
included in the earnings per share calculations.
d. Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
6
NOTE 3 GOING CONCERN
The Company has no assets with which to create operating capital. Since its
inception, the Company has not generated any revenues. It has an accumulated
deficit of $237,055 at September 30, 2003. These factors raise substantial
doubt about the company's ability to continue as a going concern. The Company
has funded its ongoing operational costs primarily through loans from one of
its officers. This officer is also a stockholder of the Company. There can be
no assurance that additional operating capital can be raised through additional
loans from its officers or stockholders. The company may seek to raise
operating capital through private placements of its common stock. This may
result in substantial dilution to current shareholders. There can be no
assurance that any such offering will be successful.
NOTE 4 SUBSEQUENT EVENTS
SETTLEMENT OF LITIGATION AGAINST BIO THERAPEUTICS
On November 14, 2003, the Company announced that it had entered into a final
Settlement Agreement (the "Agreement") with Bio Therapeutics Inc. This
Agreement provides for the dismissal of the lawsuit that the Company initiated
against Bio Therapeutics. The Agreement provides the Company with a
non-exclusive license to certain intellectual property of Bio Therapeutics,
including patents and patents pending for the development of therapies for
Multiple Sclerosis and HIV, as well as delivery mechanisms for the Company's
wound healing product.
As part of the Agreement, the Company agreed to extinguish a note receivable
due from Bio Therapeutics to the Company. At September 30, 2003, the amount of
this note receivable was $819,327. Prior to this Agreement, the Company
recovered the entire balance of 9,156,961 shares of its common stock which it
had issued to shareholders of Bio Therapeutics, in connection with the closing
of the first phase of its acquisition of Bio Therapeutics in August 2002.
ACQUISITION OF INFECTECH, INC.
On October 23, 2003, the Company acquired a controlling interest in Infectech,
Inc. Founded in 1989, Infectech, based in Sharon, Pennsylvania, is a
biotechnology company specializing in the research, development and production
of diagnostic test kits used for the rapid identification of infectious human
and animal diseases. Infectech owns 32 patented technologies for the rapid
detection of disease causing pathogens and a patented method used in
bioremediation of contaminated soil and water.
This acquisition was made pursuant to an Acquisition Agreement entered into
between the Company and Infectech on September 19, 2003. This Agreement
provided for the acquisition of up to 100% of the issued and outstanding common
stock of Infectech through an exchange of one share of Nutra Pharma common
stock for every two shares of Infectech common stock. The initial closing
under the Agreement resulted in the Company acquiring 7,531,208 shares of
Infectech, which represents 61% of the 12,302,368 shares issued and
outstanding. The issuance of Nutra Pharma shares in connection with this
acquisition will be made pursuant to an exemption from registration pursuant to
Section 4(2) of the Securities Act of 1933, and other applicable exemptions
from registration, including Regulation D.
NOTE 5 LOAN RECEIVABLE
As part of the Settlement Agreement described in "Note 4 SUBSEQUENT EVENTS -
SETTLEMENT OF LITIGATION AGAINST BIO THERAPEUTICS," the Company agreed to
extinguish the entire balance of a note receivable due from Bio Therapeutics to
the Company. At September 30, 2003, the amount of this note receivable was
$819,327.
NOTE 6 RELATED PARTY TRANSACTIONS
Since its inception, the Company has not generated any revenues. The Company
has funded its ongoing operational costs primarily through loans from one of
its officers. This officer is also a stockholder of the Company. The loans
are non-interest bearing and have no specific terms of repayment. At September
30, 2003, the balance of the loan payable to officer was $140,022.
In June 2003, the Company converted a loan payable to its officer in the amount
of $862,010, through the issuance of 10,300,000 shares of restricted common
stock. The Company has also from time to time, issued shares of its restricted
common stock to its officers, employees, and consultants in exchange for
services rendered.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Certain statements contained in this report with respect to factors which may
affect future earnings, including management's beliefs and assumptions are
forward-looking statements. The forward-looking statements contained herein
are based on current expectations that involve a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially from those expected are the following: business conditions and
general economic conditions; competitive factors such as pricing and marketing
efforts and the pace and success of product research and development. These
and other factors may cause future results to differ from current expectations.
DEVELOPMENT OF BUSINESS
Nutra Pharma Corp. (the "Company") was incorporated under the laws of the state
of California on February 1, 2000. In November 2001, the Company acquired 100%
of the issued and outstanding stock of Nutra Pharma, Inc., ("NPI"). Through
this acquisition, the Company acquired an exclusive license to distribute a
wound healing product. To effect this transaction, the Company issued 4.5
million shares of restricted common stock in exchange for 100% of the issued
and outstanding common stock of NPI. The Company also agreed to provide NPI
with $1.75 million in cash to further develop NPI's business plan.
In January 2002, the Company entered into a joint venture with Terra Bio
Pharma, whereby it acquired a 50% ownership interest in intellectual property
and distribution rights for a wound healing product to be developed in
conjunction with Terra Bio Pharma. The Company also agreed to invest $1.74
million in cash into the joint venture. This joint venture superceded the
license agreement that the Company acquired from NPI. In December 2002, the
Company rescinded both the original NPI acquisition agreement and the Terra Bio
Pharma joint venture agreement. In connection with the termination of the NPI
acquisition agreement, the Company recovered 4,100,000 of the 4,500,000 shares
of common stock that were issued, and intends to take legal action to recover
the remaining 400,000 shares.
On August 22, 2002, the Company completed the first portion of its acquisition
of Bio Therapeutics, Inc. Based in Plantation, Florida, Bio Therapeutics is a
development stage biotechnology company that has developed patented therapies
for the treatment of Multiple Sclerosis and HIV. This acquisition was made
pursuant to a Definitive Agreement dated May 30, 2002 and a Closing Agreement
for the Exchange of Common Stock dated August 12, 2002, as amended, by and
between the Company and Bio Therapeutics.
In this Agreement, the Company was to issue 11,730,889 shares of restricted
common stock, in exchange for 100% of the issued and outstanding common stock
of Bio Therapeutics. In the first closing, the Company issued 9,156,961 shares
of restricted common stock to shareholders of Bio Therapeutics in exchange for
an equal number of shares of Bio Therapeutics. In addition, the Company loaned
Bio Therapeutics in excess of $800,000 which was used primarily for the payment
of operating expenses.
On April 23, 2003, Bio Therapeutics withdrew from and terminated the agreement
due to the Company's unwillingness to continue financing Bio Therapeutics'
ongoing operations. Bio Therapeutics returned 9,156,961 shares of the
Company's common stock for cancellation. The Company then sued Bio
Therapeutics in order to collect the amount outstanding under the loan which
the Company made to Bio Therapeutics.
On November 14, 2003, the Company announced that it had entered into a final
Settlement Agreement (the "Agreement") with Bio Therapeutics Inc. This
Agreement provides for the dismissal of the lawsuit that the Company initiated
against Bio Therapeutics. The Agreement provides the Company with a
non-exclusive license to certain intellectual property of Bio Therapeutics,
including patents and patents pending for the development of therapies for
Multiple Sclerosis and HIV, as well as delivery mechanisms for the Company's
wound healing product. Also as part of the Agreement, the Company agreed to
extinguish a note receivable due from Bio Therapeutics to the Company. At
September 30, 2003, the amount of this note receivable was $819,327.
On October 23, 2003, the Company acquired a controlling interest in Infectech,
Inc. Founded in 1989, Infectech, based in Sharon, Pennsylvania, is a
biotechnology company specializing in the research, development and production
of diagnostic test kits used for the rapid identification of infectious human
and animal diseases. Infectech owns 32 patented technologies for the rapid
detection of disease causing pathogens and a patented method used in
bioremediation of contaminated soil and water.
This acquisition was made pursuant to an Acquisition Agreement entered into
between the Company and Infectech on September 19, 2003. This Agreement
provided for the acquisition of up to 100% of the issued and outstanding common
stock of Infectech through an exchange of one share of Nutra Pharma common
stock for every two shares of Infectech common stock. The initial closing
under the Agreement resulted in the Company acquiring 7,531,208 shares of
Infectech, which represents 61% of the 12,302,368 shares issued and
outstanding. The issuance of Nutra Pharma shares in connection with this
acquisition will be made pursuant to an exemption from registration pursuant to
Section 4(2) of the Securities Act of 1933, and other applicable exemptions
from registration, including Regulation D.
8
RESULTS OF OPERATIONS
Since inception, the Company has not generated any revenues and has experienced
losses. The Company has financed its operations primarily through loans from
its officers and shareholders. The net loss for the three months ended
September 30, 2003 was $36,200 compared to a net loss of $42,336 for the
comparable period in 2002. The net loss for the nine months ended September
30, 2003 was $140,022 compared to a net loss of $218,980 for the comparable
period in 2002. The Company's operating expenses during the period consist
primarily of legal and accounting fees, and office related expenses.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has not generated any revenues. Management
does not anticipate that it will generate sufficient revenues to fund its cost
of operations over the next twelve months. In the past, the Company has funded
its ongoing operational costs primarily through loans from one of its officers.
This officer is also a stockholder of the Company.
At September 30, 2003, the Company has no cash or cash equivalents and total
liabilities of $142,422. Of this amount, $140,022 is the balance of a loan
payable to officer. This loan is non-interest bearing and has no specific
terms of repayment or maturity date.
In June 2003, the Company converted a loan payable to its officer in the amount
of $862,010, through the issuance of 10,300,000 shares of restricted common
stock. The Company has also from time to time, issued shares of its restricted
common stock to its officers, employees and outside consultants in exchange for
services rendered.
There can be no assurance that additional operating capital can be raised
through additional loans from its officers or stockholders. The Company may
seek to raise operating capital through private placements of its common stock.
This may result in substantial dilution to current shareholders. There can be
no assurance that any such offering will be successful.
PLAN OF OPERATION
The Company is a Biopharmaceutical company that specializes in identifying and
acquiring intellectual property and operations in the biotechnology arena. The
Company's current portfolio includes 34 patents and 5 pending patents, which
include technologies in drug discovery, drug delivery and bioremediation of
toxic waste products.
As a result of the Company's settlement with Bio Therapeutics, the Company
obtained a non-exclusive license to certain critical intellectual property of
Bio Therapeutics to be used in the development of therapies for Multiple
Sclerosis and HIV disease. US Patent No. 5,989,857 Polypeptide Compositions
and Methods, covers proteins derived from ozonated cobratoxin, modified by the
reduction of intermolecular disulfide bonds resulting in modified biological
activity. Two related patents pending, No.s 09/368,834 and 10/289,834; cover
claims related to Immunokine Composition and Method. Two additional patents
pending, No.s 09/533,454 and 10/292,164, cover claims centered around
alpha-Immunokine derived from alpha-cobratoxin and focuses on the native
protein anti-cholinergic agents that could be employed in diagnostics,
prophylactics or therapeutics for HIV infection. The final patent pending No.
009070632; Buccal Delivery System, covers claims centered around the
identification of the active mucosal enhancer, its combination with therapeutic
agents and the mode of delivery through aerosol.
The Company has two primary technology platforms from which it intends to
develop multiple products for use in the treatment of Multiple Sclerosis (MS)
and HIV. The first is a patented method for altering the three dimensional
structure of certain proteins and peptides derived from ozonated cobratoxin,
that results in the preservation of receptor-binding characteristics. The
binding of specialized signaling proteins and peptides to cell surface
receptors is an important part in the pathogenesis and progression of many
different diseases. By modifying peptides which do not activate the normal
biochemical pathways necessary for disease progression, powerful therapeutic
agents could restore normal function to diseased tissue or exert a beneficial
immunomodulatory effect.
The second technology platform is an innovative aerosolized drug delivery
system for delivery of the aforementioned MS and HIV treatments. This delivery
system greatly enhances the permeability of the mucous membranes found in the
mouth and throat, thus allowing for the easy and efficient systemic delivery of
proteins and peptides into the bloodstream, without frequent and painful
injections.
9
The Company also has a license to a patent pending foam delivery system and a
patent pending skin protectant system, developed by Bio Therapeutics for use in
the delivery of the Company's wound healing treatment, and data relative to the
wound healing treatment which was developed by the Company and Bio
Therapeutics. The license agreement granted by Bio Therapeutics to the
Company, acknowledges that the wound healing invention is the intellectual
property of the Company. The license agreement also allows for the transfer of
all of the licensed intellectual property to any operating subsidiary of the
Company, provided that the Company has at least 26% or more ownership or
control of the subsidiary.
The Company's recent acquisition of Infectech, Inc., added 32 additional
patents to the Company's portfolio. Infectech specializes in the research,
development, and production of laboratory kits used in the rapid identification
and antibiotic testing of disease-causing pathogens. Infectech's 32 patents
span the identification and antibiotic sensitivity testing of 34
disease-causing bacteria, including Tuberculosis, Pseudomonas, M. avium and
Nocardia. These bacteria are cited as a prominent cause of death in patients
with cancer, cystic fibrosis, and AIDS, as well as patients undergoing surgery.
Infectech intends to use its technology to create cost-effective diagnostic
kits for identifying and testing disease-causing microorganisms that use
paraffin sole carbon source baiting as the source of nutrition. This
technology allows for the rapid identification of these pathogens and can
determine their antibiotic sensitivity. Carbon source baiting will be used for
such pathogens as Nocardia, Candida tropicalis, Aspergillus, Pseudomonas and a
variety of nontuberculous mycobacterium. In addition, Infectech intends to use
its hydrophobic baiting technology to identify and perform antibiotic
sensitivity testing on Tuberculosis Complex organisms (Mycobacterium
tuberculosis, Mycobacterium bovis and Mycobacterium africanum). Mycobacterium
avium intracellular (MAI) is the bacterial infection most often associated with
AIDS patients in the developed world. Mycobacterium tuberculosis is the
causative agent of one of the world's deadliest infections. Also, other
non-paraffin utilizing organisms will be tested for their ability to be
isolated and tested for antibiotic sensitivity. Management believes that the
combination of Infectech's patented slide culture methodology with
amplification and/or gene probes will enable hospital laboratories to identify
and ascertain the correct antibiotics to be used against each of the pathogens
within a greatly reduced time frame.
Infectech has also pioneered an effort to promote its products for use as a
defense to bioterrorism. This effort has been supported by Congressman Steven
R. Rothman of Pennsylvania and the University of Medicine and Dentistry of New
Jersey's Center for BioDefense, which has recognized that Infectech's products,
combined with probes, can identify specific agents of germs which can be used
for biological terror. Its patents in the field of alternative carbon source
baiting can be used to isolate a variety of potential bioterrorist organisms.
Infectech has also developed patented technology that has been licensed to
BioRemedial Technologies, Inc., which uses the technology to develop microbes
to degrade trichloroethylene (TCE) into a non-toxic, non-carcinogenic form.
This process has been designed to resolve TCE problems, such as those which
occur in abandoned service stations and military bases.
The Company does not anticipate that it will generate sufficient revenues to
funds its cost of operations over the next twelve months. The Company is
currently developing a plan to market and distribute Infectech's patented
Ident-i-kits. These kits allow for the rapid identification of certain
bacterium and also test the antibiotic sensitivity of the offending agents.
The Company has hired an outside consulting firm to assist in the marketing and
distribution of the Ident-i-kits.
The Company will continue to seek acquisitions to further enhance its patent
portfolio and also to further monetize existing patents. The Company will seek
strategic partners that have the ability to take its therapeutic products
through the clinical phase trials and eventually to license or market the
resulting agents. The Company believes that its current intellectual property
portfolio may allow for final drug therapies in viral diseases (HIV,
Hepatitis-C and Rabies), autoimmune diseases (Multiple Sclerosis, Myasthenia
Gravis and Rheumatoid Arthritis) and neurological etiologies (ALS, AMN and
intractable pain).
10
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer, evaluated
the effectiveness of the Company's disclosure controls and procedures as of the
end of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures were effective as of the end of the period
covered by this report.
There has been no change in the Company's internal control over financial
reporting that occurred during the quarter covered by this report that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of future
events. Because of these and other inherent limitations of control systems,
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On November 14, 2003, the Company announced that it had entered into a final
Settlement Agreement (the "Agreement") with Bio Therapeutics Inc. This
Agreement provides for the dismissal of the lawsuit that the Company initiated
against Bio Therapeutics. The Agreement provides the Company with a
non-exclusive license to certain intellectual property of Bio Therapeutics,
including patents and patents pending for the development of therapies for
Multiple Sclerosis and HIV, as well as delivery mechanisms for the Company's
wound healing product.
11
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation, as Amended
3.2 By-Laws, as Amended
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
On July 24, 2003, the Company filed Form 8-K pursuant to Item 5.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NUTRA PHARMA CORP.
By: /s/ Rik Deitsch
- --------------------------------------------------
Rik Deitsch, President and Chief Executive Officer
Date: November 19, 2003
By: /s/ Zirk Engelbrecht
- ------------------------------
Zirk Engelbrecht, Treasurer and Chief Financial Officer
Date: November 19, 2003