x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
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California
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91-2021600
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(State
or Other Jurisdiction of Organization)
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(IRS
Employer Identification Number)
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PART
I. FINANCIAL INFORMATION
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Item
1. Financial Statements
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Consolidated
Balance Sheet as of March 31, 2007
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1 |
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Consolidated
Statements of Operations for the three and nine months
ended
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March
31, 2007 and 2006
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2 |
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Consolidated
Statements of Cash Flows for the nine months ended
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March
31, 2007 amd 2006
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3 |
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Notes
to Unaudited Consolidated Financial Statements
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4 |
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Item
2. Management’s Discussion and Analysis of Financial Condition or Plan of
Operations
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9 | |
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Item
3. Controls and Procedures
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PART
II. OTHER INFORMATION
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Item
1. Legal Proceedings
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14 | |
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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14 | |
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Item
3. Defaults Upon Senior Securities
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14 | |
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Item
4. Submission of Matters to a Vote of Security Holders
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14 | |
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Item
5. Other Information
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14 | |
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Item
6. Exhibits
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14 | |
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SIGNATURES
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15 |
NUTRA
PHARMA CORP.
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||||
(A
Development Stage Company)
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||||
Consolidated
Balance Sheet - Unaudited
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||||
March
31, 2007
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||||
ASSETS
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||||
Current
assets:
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||||
Cash
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$
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11,447
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||
Inventory
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11,425
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||||
Total
current assets
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22,872
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Property
and equipment, net
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32,792
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||||
Other
assets
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28,348
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|||
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||||
TOTAL
ASSETS
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$
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84,012
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||||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
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||||
Current
liabilities:
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||||
Accounts
payable
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$
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118,223
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Accrued
expenses
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496,057
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|||
Due
to officers
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1,608,781
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Other
loans payable
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100,000
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||||
Total
current liabilities
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2,323,061
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Stockholders'
(deficit):
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||||
Common
stock, $0.001 par value, 2.0 billion shares
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||||
authorized;
73,280,682 shares issued and outstanding
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73,280
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Additional
paid-in capital
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18,007,975
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|||
(Deficit)
accumulated during the development stage
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(20,320,304
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)
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||||
Total
stockholders' (deficit)
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(2,239,049
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)
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TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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$
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84,012
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||||
See
the accompanying notes to the financial
statements.
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NUTRA
PHARMA CORP.
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||||||||||
(A
Development Stage Company)
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||||||||||
Consolidated
Statements of Operations - Unaudited
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For
the
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||||||||||
Period
From
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||||||||||
February
1,
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||||||||||
2000
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||||||||||
(Inception)
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||||||||||
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Through
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Three
Months Ended March 31,
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March
31,
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|||||||||
2006
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2007
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2007
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Sales
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$
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-
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$
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-
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$
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20,200
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||||
Cost
of sales
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-
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-
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3,472
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|||||||
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Gross
profit
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-
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-
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16,728
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Costs
and expenses:
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General and administrative
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351,739
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312,970
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6,689,442
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Research and development
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120,431
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47,179
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1,787,416
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General and administrative - stock based compensation
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252,750
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-
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6,326,607
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Write-off of advances to potential acquiree
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-
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-
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629,000
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Finance costs
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-
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-
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786,000
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Interest expense
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-
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16,012
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335,996
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Amortization of license agreement
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-
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-
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155,210
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Amortization of intangibles
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-
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-
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656,732
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Losses on settlements
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-
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-
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1,261,284
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Write-down of investment in subsidiary
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-
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-
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620,805
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Equity in loss of unconsolidated subsidiary
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-
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-
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853,540
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Write-off of investment in Portage BioMed
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-
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-
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60,000
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Write-off of investment in Xenacare
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-
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-
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175,000
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Total
costs and expenses
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724,920
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376,161
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20,337,032
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-
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-
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Net
loss before provision (benefit) for income taxes
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(724,920
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)
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(376,161
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)
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(20,320,304
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)
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Provision
(benefit) for income taxes
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-
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-
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-
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Net
loss
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$
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(724,920
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)
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$
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(376,161
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)
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$
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(20,320,304
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)
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Per
share information - basic and diluted:
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Loss per common share
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$
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(0.01
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)
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$
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(0.01
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)
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Weighted
average common shares outstanding
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69,430,515
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73,280,262
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See
the accompanying notes to the financial
statements.
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NUTRA
PHARMA CORP.
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||||||||||
(A
Development Stage Company)
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||||||||||
Consolidated
Statements of Cash Flows
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||||||||||
For
the
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||||||||||
Period
From
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||||||||||
February
1,
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||||||||||
2000
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(Inception)
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Years
Ended
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Through
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Three
Months Ended March 31,
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March
31,
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|||||||||
2006
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2007
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2007
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Cash
flows from operating activities:
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Net
cash (used in) operating activities
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$
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(451,805
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)
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$
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(359,359
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)
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$
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(5,242,104
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)
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Cash
flows from investing activities:
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Cash reduction due to deconsolidation of Infectech
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-
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-
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(2,997
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)
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Cash acquired in acquisition of Infectech
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-
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-
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3,004
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Acquisition of property and equipment
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-
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-
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(96,029
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)
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Investments carried at cost
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-
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-
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(235,000
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)
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Net
cash (used in) investing activities
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-
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-
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(331,022
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)
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Cash
flows from financing activities:
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Common stock issued for cash
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470,000
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-
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2,679,500
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Proceeds from convertible loans
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-
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-
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304,750
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Proceeds from notes payable
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-
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-
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100,000
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|||||||
Loans from stockholders, net of repayments
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188,856
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351,914
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2,500,323
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Net
cash provided by financing activities
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658,856
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351,914
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5,584,573
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Net
increase (decrease) in cash
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207,051
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(7,445
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)
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11,447
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||||||
Cash - beginning of period
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69,027
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18,892
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-
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|||||||
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Cash - end of period
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$
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276,078
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$
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11,447
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$
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11,447
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||||||||
See
the accompanying notes to the financial
statements.
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Weighted
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Weighted
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|||||||||
Number
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average
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average
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||||||||
of
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exercise
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fair
|
||||||||
shares
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price
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value
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||||||||
Balance
December 31, 2006
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3,000,000
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$
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0.25
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$
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0.16
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|||||
Issued
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-
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-
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-
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|||||||
Forfeited
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-
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-
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-
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|||||||
Balance
March 31, 2007
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3,000,000
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$
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0.25
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$
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0.16
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Weighted
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Weighted
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Weighted-
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|||||||
Average
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Average
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Average
|
|||||||
Exercise
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Number
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Contractual
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Exercise
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||||||
Prices
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Outstanding
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Life
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Price
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||||||
$.20
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1,000,000
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3.8
years
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$.20
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||||||
$.27
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2,000,000
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1.0
years
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$.27
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||||||
3,000,000
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Type
Expenditure
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Total
Expenditure
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Monthly
Expenditure
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Salaries*
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$
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175,000
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$
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14,583
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Travel
related expenses for our Chief Executive Officer
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$
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40,000
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$
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3,333
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pertaining
to research and due diligence
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Professional
Fees -Legal and Accounting
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$
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165,000
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$
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13,750
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Total
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$
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380,000
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$
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31,666
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Type
Expenditure
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Total
Expenditure
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Monthly
Expenditure
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Operating
Expenses
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(Rent,
supplies, utilities)
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$
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50,000
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$
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4,167
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Salaries
(President)
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|
$
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70,000
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$
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5,833
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Total:
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$
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120,000
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$
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10,000
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·
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On
January 24, 2006, we obtained NanoLogix’s intellectual property pertaining
to the manufacture of test kits for the rapid isolation, detection
and
antibiotic sensitivity testing of certain microbacteria, which includes
reassignment to us of 11 key patents protecting the diagnostics test
kit
technology and NanoLogix licensing to us the remaining 18 patents
that
protect the diagnostics test kit
technology.
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·
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In
February 2006, we completed the initial funding of ReceptoPharm in
the
amount of $2,000,000.
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·
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In
January 2006, we established Designer Diagnostics to sell NonTuberculois
Mycobacterium test kits.
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·
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Designer
Diagnostics held a Continuing Medical Education Seminar at the Mahatma
Gandhi Institute in India on March 24, 2006 during the World Stop
TB Day.
At that meeting, Designer Diagnostics officially began marketing
their
test kits for the rapid isolation, detection and antibiotic-sensitivity
testing of microbacteria. In March 2006, we made our first sales
of
Designer Diagnostics’ test kits.
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·
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In
May of 2006, ReceptoPharm received approval from the Medicines Health
and
Regulatory Agency (MHRA) for its application of human clinical trials
for
the treatment of Adrenomyeloneuropathy (AMN). The MHRA is the medical
regulatory agency within the British Department of
Health.
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·
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From
March and April of 2006, ReceptoPharm published two clinical trials
on the
use of their technology for the treatment of
pain.
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·
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In
June of 2006, ReceptoPharm published the results of their EAE rat
model
of MS, which showed that their drug, RPI-78M, had promising results
in an accepted animal model of the
disease.
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·
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In
October of 2006, ReceptoPharm received Ethics Committee approval
in the
United Kingdom to begin its Phase IIb human clinical trial for the
treatment of AMN. This approval allows for the late Phase II/early
Phase
III (Iib/IIIa) trial to begin.
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·
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From
November 29, 2006 to December 2, 2006, ReceptoPharm presented their
analgesic research on RPI-78M at the International Conference on
Neurotoxins (ICoN) in Hollywood, Florida.
|
·
|
In
January of 2007 we completed a series of microarray studies with
various
companies that ReceptoPharm has agreements with pertaining to
ReceptoPharm’s anti-viral drug. The microarray studies indicated that the
exposure of healthy immune T-cells to our antiviral drugs activates
the
primary immune mechanisms. The expression of one such immune trigger,
interferon gamma, is increased by as much as 20 times, acting as
an
effective antiviral agent, but without the significant negative clinical
side effects of other interferon-based therapies. This may explain
the
broad antiviral activity observed with these types of agents. Based
upon
this data, these products could conceivably be used to substitute
for the
flu shot in winter or protect against other contagious viral diseases
when
vaccines are not readily available.
|
·
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In
January of 2007 Designer Diagnostics received positive results from
its
in-vitro analysis of its Tuberculosis (TB) test kit. Normal culturing
methods can take as long as 10 weeks to produce results, where Designer
Diagnostics test kits have shown similar results within 10
days.
|
·
|
In
January of 2007, ReceptoPharm began its Phase IIb human clinical
trial for
the treatment of AMN.
|
·
|
In
February of 2007, ReceptoPharm expanded their antiviral clinical
research
into Mexico and Peru where RPI-MN was used in early clinical studies.
ReceptoPharm seeks to conduct two Phase II antiviral trials during
n the
2nd and 3rd quarters of 2007, each with a primary duration of 3-4
months.
|
·
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In
March of 2007, Designer Diagnostics engaged the U.S. Commercial Service
to
help build international sales of its diagnostic test
kits.
|
·
|
On
March 7, 2007, ReceptoPharm’s signed a letter of intent to create a Joint
Venture with Nanogene Biotechnology, a Chinese biotech company. The
proposed joint venture will develop the antiviral drug, RPI-MN, for
the Chinese market.
|
·
|
In
March of 2007, ReceptoPharm published an article in the Critical
Reviews
in Immunology special conference issue. The article, entitled
“Alpha-Cobratoxin” discussed Alpha-Cobratoxin as a possible therapy for
Multiple Sclerosis reviews the literature leading to the development
for
this application and discusses the background and reasoning behind
ReceptoPharm’s research on its treatment for Multiple Sclerosis
(MS).
|
·
|
On
March 27, 2007, we completed our first licensing payment on behalf
of
Designer Diagnostics to NanoLogix for the patents protecting Designer
Diagnostics’ test kits.
|
·
|
On
April 11, 2007, ReceptoPharm filed a patent for method of treating
autoimmune diseases, including MS and Rheumatoid
Arthritis.
|
·
|
On
May 2, 2007, Designer Diagnostics announced that it will conduct
clinical
trials for their Tuberculosis and NonTuberculois Mycobacterium diagnostic
test kits at the National Jewish Medical and Research Center in Denver,
Colorado.
|
·
|
Hospitals;
|
·
|
Pharmaceutical
companies;
|
·
|
Biotechnology
companies;
|
·
|
Medical
device distributors; and
|
·
|
Governmental
organizations.
|
·
|
Recruitment
of 20 patients with AMN;
|
·
|
Administering
ReceptoPharm's AMN drug under development;
and
|
·
|
Monitoring
patients throughout a 15-month
protocol.
|
·
|
Sell
or dispose of our assets, if any;
|
·
|
Pay
our liabilities in order of priority, if we have available cash to
pay
such liabilities;
|
·
|
If
any cash remains after we satisfy amounts due to our creditors, distribute
any remaining cash to our shareholders in an amount equal to the
net
market value of our net assets;
|
·
|
File
a Certificate of Dissolution with the State of California to dissolve
our
corporation and close our business;
|
·
|
Make
the appropriate filings with the Securities and Exchange Commission
so
that we will no longer be required to file periodic and other required
reports with the Securities and Exchange Commission, if, in fact,
we are a
reporting company at that time; and
|
·
|
Make
the appropriate filings with the National Association of Security
Dealers
to effect a delisting of our common stock, if, in fact, our common
stock
is trading on the Over-the-Counter Bulletin Board at that
time.
|
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.
|
|
|
|
|
Dated:
May 21, 2007
|
|
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NUTRA
PHARMA CORP.
Registrant
|
|
|
|
|
|
|
|
/s/
Rik J. Deitsch
|
|
|
|
Rik
J. Deitsch
|
|
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
|