U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2002
Nutra Pharma Corp.
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(Exact name of issuer in its charter)
California 91-2021600
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(State of Incorporation) (I.R.S. Employer I.D. No.)
1850 NW 69th Avenue, Suite 1
Plantation, Florida 33313
(954) 321-5553 phone
(954) 321-5630 fax
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(Address and telephone number of principal executive offices)
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class to be so registered
Common Stock
Check whether the issuer (1) filed all reports 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
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Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendments to this Form 10-KSB. [ ]
The issuer's revenues for the Fiscal Year ended December 31, 2002 were $0
The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the issuer as of December
31, 2002, computed by reference to the market value of the registrant's
common stock according to the over-the-counter bulletin board, administered
by the NASD, was approximately $11,694,396.
As at December 31, 2002, there were 43,813,905 shares of the issuer's common
stock outstanding.
Transitional Small Business Disclosure Format (check one) Yes No X
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TABLE OF CONTENTS
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PART I
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Item 1 Description of Business .............. 1
Item 2 Description of Property.............. 12
Item 3 Legal Proceedings ................... 12
Item 4 Submission of Matters to a
Vote of Security Holders............. 12
PART II
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Item 5 Market for Common Equity and
Related Stockholder Matters ......... 12
Item 6 Management's Discussion and
Analysis of Financial Condition
and Results of Operations ........... 15
Item 7 Financial Statements and
Supplementary Data ................... 16
Item 8 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure ................. 17
PART III
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Item 9 Directors and Executive Officers
of the Registrant ................... 17
Item 10 Executive Compensation .............. 20
Item 11 Security Ownership of Certain
Beneficial Owners and Management .... 21
Item 12 Certain Relationships and
Related Transactions ................ 22
Item 13 Exhibits and Reports on Form 8-K .... 24
SIGNATURES ..................................... 35
PART 1
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FORWARD LOOKING STATEMENTS
This annual report statement contains forward-looking statements. Nutra
Pharma's expectation of results and other forward-looking statements contained
in this registration statement 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 expectations to differ.
ITEM 1. DESCRIPTION OF BUSINESS
Organization
Nutra Pharma Corp., ("Nutra Pharma") is a development stage corporation,
organized under the laws of the state of California on February 1, 2000.
developing a series of wound care products under the name WD-669, and it is
anticipated that these products will use one or more of the patented delivery
systems developed by Bio Therapeutics, Inc. Nutra Pharma's mailing address and
the address of its principal offices is 1850 NW 69th Avenue, Suite 1,
Plantation, Florida 33313, and the telephone number of its principal executive
office is (954) 321-5553; Fax: (954) 321-5630.
Recent Developments
On August 22, 2002, Nutra Pharma Corp ("Nutra Pharma") consummated the first
portion of its acquisition agreement with of Bio Therapeutics, Inc., a Florida
corporation ("Bio Therapeutics"), provided for in the Definitive Agreement
dated May 30, 2002 and the Closing Agreement for the Exchange of Common Stock
dated August 12, 2002, as amended. Pursuant to the Agreement, Bio Therapeutics
is being acquired by Nutra Pharma and will become a wholly owned subsidiary of
Nutra Pharma, upon the completion of Nutra Pharma's private placement of a
minimum of $1.5 million of its common stock. If Nutra Pharma fails to raise the
minimum of $1.5 million in the private placement, the Agreement shall become
null and void. In connection with the transaction, Nutra Pharma is issuing
approximately 11,730,889 shares of its Common Stock, $.001 par value ("Common
Stock"), to all holders of Bio Therapeutics common stock in exchange for
11,730,889 shares of Bio Therapeutics common stock, subject to adjustment and
the issuance of additional shares to Bio Therapeutics shareholders if, on the
date of final closing of the Agreement, the common stock of Nutra Pharma is not
trading at the best offer price of $1.20 per share. Shares of Nutra Pharma and
Bio Therapeutics have been issued and are being held in escrow to secure both
parties' obligations under the Agreement.
We have been paying all of the administrative, operating and development
expenses of Bio Therapeutics since August 12, 2002.
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. All shares were disbursed to George
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 the agreement.
The final terms and conditions of the agreement are as follows: George Minto
and Nutra Pharma Inc. will return 2,092,500 shares of Nutra Pharma Corp. in
return for 250,000 free-trading shares of Nutra Pharma Corp. George Minto will
deliver an additional 1,000,000 shares of Nutra Pharma Corp. and receive
200,000 shares of Nutra Pharma Corp. The remaining 1,407,500 shares will be
deemed irretrievable and cancelled.
As a result of the cancellation of the above agreement, the Company will remove
the asset and corresponding liability from its balance sheet for the year ended
December 31, 2002. This will result in a decrease of approximately $1,750,000
in assets and a decrease of approximately $1,750,000 in liabilities on Nutra
Pharma Corp.'s balance sheet dated December 31, 2002.
On December 30, 2002, we received an unsolicited tender offer ("Tender Offer")
from the Saksa Group, LLC to acquire up to 2,000,000 shares of registered,
free-trading Nutra Pharma common stock at $0.80 per share. There can be no
assurance that the Saksa Group will acquire any or all of the shares in the
Tender Offer.
On January 6, 2003, after analyzing the nature and terms of the Tender Offer,
our Board of Directors unanimously voted to recommend that shareholders reject
the Tender Offer.
Business in General
If the private placement is successful and the Exchange Agreement proceeds to a
closing, Nutra Pharma will be a developmental stage biopharmaceutical company
which develops drugs for multiple sclerosis, or MS, cancer, HIV and
neuromuscular disorders.
Founded in 1984, Biotherapeutics is a bio-pharmaceutical company based in
Plantation, Florida. With three divisions, including human, veterinary and
dental/dermatology, Biotherapeutics' business purpose is to develop novel
peptide therapeutic agents for use against human and animal disease.
Biotherapeutics has platform technology which permits the production of
hundreds of protein-based drug candidates and potential development of new drug
delivery systems which show promise in the treatment of human disease.
Biotherapeutics focused on the treatment of Multiple Sclerosis.
Bio Therapeutics has developed a number of unique patented drug delivery
platforms for topical and needle free delivery of these unique drugs. Its lead
drug candidate, Alpha- Immunokine, is a novel modified protein which has been
studied as a treatment for several clinical disorders.
Industry
There are approximately 4,000 biotech companies operating around the world
today. World markets in biotechnology-derived products are growing by an
estimated 30% per annum, and was estimated at over $140 billion in 2000.
Worldwide, the biotech market is expected to reach $1 trillion in the next few
years. American consumers spent nearly $100 billion on prescription drugs last
year, more than double what the nation spent in 1990. The number of drugs in
testing has increased dramatically. There are more than 350 biotechnology drug
products and vaccines currently in human clinical trials and hundreds more in
early development in the U.S. The number of patents issued annually to biotech
companies has climbed from approximately 1,500 in 1985 to more than 9,000 in
1998.
Nearly three times as many biotech medicines were approved in the last six
years than during the previous 13 years combined. It is estimated that 30
biotech companies will be profitable this year. In 1996, the market
capitalization of the industry was less than $50 billion. In June of 2000, the
capitalization was estimated at more than $350 billion.
The growth in the biotech industry is being fueled by many factors. Expedited
FDA approval procedures were implemented during the Clinton Administration,
reducing the average clinical testing period from 15 years to 5 years. During
the 10 year period between 1976 and 1985 the FDA approved just 198 new drugs.
Last year alone, the number of new drug approvals increased to 160. That figure
is expected to climb even higher in 2002. At present, an astonishing 643 new
pharmaceuticals are nearing the final stages of the FDA's testing and approval
process.
Products
Biotherapeutics Inc. has developed a number of unique, patented drug delivery
platforms for topical and needle free delivery of these unique drugs. The lead
drug candidate, Alpha- Immunokine, is a novel, modified protein which has been
studied as a treatment for several clinical disorders. Alpha-Immunokine is the
first of a new class of therapeutics. It may offer superior (or complementary)
efficacy and much greater tolerability than current MS treatments, and it may
prove beneficial to a broad range of MS, irrespective of disease severity.
Immunokine has been approved for formal controlled clinical trials in MS.
Alpha-Immunokine-NNS, is derived from a small protein called alpha-cobra toxin.
Native alpha-cobra toxin is a potent poison extracted from cobra venom. A
specific chemical process modifies the cobra toxin, eliminating its deadly
effect. The Immunokine retains some of the affinities of the native toxin, but
to a much diminished degree -- likely a key factor in the agent's purported
therapeutic effects.
Multiple Sclerosis Applications
Multiple Sclerosis is a rather mysterious illness of unknown cause and highly
variable clinical course. It is believed to be an autoimmune disease in which
the body's system damages primarily the central nervous system. MS destroys
the insulating fatty material surrounding the nerve fibers, known as myelin.
Myelin functions to speed signals from one end of the nerve cell to the other
(much like the insulation on electrical wiring). Myelin is attacked by cells
of the immune system thereby impairing nerve signal transfer -- a destructive
process termed demyelination. Demyelinated nerve cells are also at risk of
irreversible damage.
People with MS may experience diverse signs and symptoms. MS symptoms may
include pain, fatigue, cognitive impairment, tremors, loss of coordination and
muscle control, loss of touch sensation, slurred speech and vision impairment.
The course of the disease is unpredictable. For most MS patients, the disease
initially manifests a 'relapsing-remitting' pattern. Periods of apparent
stability are punctuated by acute exacerbations -- sudden unpredictable
episodes that might involve impaired vision, diminished ability to control a
limb, loss of bladder control, or a great variety of other possible neurologic
deficits. In relapsing-remitting MS, some or all of the lost function returns.
However, the patient sustains an unceasing, often insidious, accumulation of
neuronal damage. As the burden of neural damage grows, new lesions are more
likely to produce irreversible impairment of function. Typically, about eight
to fifteen years after onset, MS patients enter the secondary-progressive
phase.
Eventually, progressive MS sufferers become wheelchair bound, may become blind
and even incapable of speech. There is currently no licensed drug that reverses
the course of the progressive form of MS. Our lead drug candidate, Alpha-
Immunokine-NNS, is derived from a small protein called alpha- cobra toxin.
Native alpha-cobra toxin is a potent poison extracted from cobra venom.
A specific chemical process modifies the cobra toxin, eliminating its deadly
effect. The Immunokine retains some of the affinities of the native toxin, but
to a much diminished degree - - likely a key factor in the agent's purported
therapeutic effects.
Business Strategy
Following the completion of the acquisition of Biotherapeutics Inc., as a
wholly owned subsidiary, we will continue our synthesis of new peptide drug
candidates (collectively referred to as Immunokines), and will begin our first
recombinant production of these peptides for human and veterinary applications.
We will focus on the registration of these first products for use in veterinary
medicine. We believe this approach will provide early revenues while we
complete the final recombinant peptides to be used in human trials for the
treatment of MS.
A new formulation of a modified Immunokine may prove effective when
administered orally. Biotherapeutics Inc. has recently developed a new spray
"puffer" that permits efficient delivery of the agent through the oral mucosa.
Patent applications have been filed. Oral delivery may provide MS patients with
an additional "quality of life" benefit by eliminating or decreasing the
requirement for routine injections.
The Company believes that Immunokine may also slow the underlying progression
of MS. They have found that development of new neurological impairment seems
infrequent and the severity of acute exacerbations may be blunted. However, the
small number and diversity of patients in the initial trials, the variability
of MS, and the open-label 'uncontrolled' format of the pilot studies,
complicate that assessment.
Product Development
A number of critical milestones have been completed. In order to develop
Immunokine drug(s) it was necessary to design, build and validate equipment
that would be used in the manufacturing process. Since such equipment did not
exist, the task was a critical part of the feasibility assessment. The final
drug could not be tested until this process was complete and validated. Another
significant milestone was the development of one or more proprietary drug
delivery platforms. Biotherapeutics, Inc. first patented a method of topical
skin delivery (Patent issued) now known as MET technology which enabled the
delivery of the Immunokine(s) in a cream or ointment. The most recent milestone
addressed the completion and filing of a patent allowing the Immunokine drug to
be delivered as a buccal spray, for those applications where injections using
needles were impractical. The same drug formulation has been used for all three
delivery formats which now allow the final drug to be validated in animal and
human clinical trials. These trials will continue for 2-3 years and will result
in the approval of the drug for human use in the U.S., Canada and Europe.
Critical patents have been issued or are now pending.
These developmental milestones have allowed Biotherapeutics Inc. to develop,
test and choose the Company believes to be the best processes and formulations
for the Immunokine drug(s) which represent a new class of powerful therapeutics
which have few adverse side affects. Years of preliminary testing in animal and
human clinical trials would suggest readiness for final trials which with
completion of this Offering are now expected to begin in 2003.
Additional Studies
Clinical investigations of Immunokine have been conducted in a variety of other
neurologic, viral, and cancer-related disorders. There have been no significant
safety issues with the immunokine; and tolerability has been excellent. For
example, the agent has been investigated in clinical studies conducted at the
University of Santiago in Chile. The investigators noted significant
symptomatic improvements. They also believe that the drug exhibited antiviral
and possibly anti-tumor activity. Those accounts help support the drug's safety
and are consistent with reports from the Ministry of Health's trials.
Veterinary anecdotal studies complement the human clinical experience,
providing additional data. For example, favorable results have been reported by
treating various animals for Feline Leukemia, FIV (a feline virus analogous to
HIV), canine malignancies, and a variety of other prevalent animal diseases and
disorders.
Technology Overview
There are two proprietary primary technology platforms from which to develop
multiple products. The first of these platforms involves a patented method for
altering the three- dimensional structure of certain proteins and peptides
found in nature. The result is that the desirable receptor-binding
characteristics of these proteins are preserved and enhanced while the negative
properties are either muted or eliminated. 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. The Company believes
that if modified peptides which do not activate the normal biochemical pathways
necessary for disease progression can instead be made to bind with these key
receptor sites, they could be powerful therapeutic agents. In addition, it is
possible that properly designed high-affinity peptides, once bound to the
appropriate receptor sites, could temporarily restore normal function to
diseased tissue or exert a beneficial immunomodulatory effect.
Biotherapeutics Inc. was recently granted a patent from the United States
Patent Office covering its proprietary method of peptide modification. This
patent could prove to be a source of significant royalty income to us in the
future, although there can be no assurance thereof.
The second major technology platform is an innovative aerosolized drug delivery
system. Many therapeutic agents cannot be effectively delivered by aerosol
formulation due to their large size and/or irregular shapes. Since they cannot
be ingested orally without being degraded by the digestive system, patients
have no alternative but to inject these drugs directly. To address this
problem, Biotherapeutics Inc. has developed a proprietary aerosol formulation
(patent pending) which greatly enhances the permeability of the mucous
membranes found on the roof of the mouth and the back of the throat (buccal
delivery). This allows for the easy and efficient systemic delivery into the
bloodstream of a much wider variety of proteins and peptides.
Strategy for Commercial Development
Our strategy is to raise sufficient capital to support any Phase I and II
clinical trials using two financing rounds. Each round will be priced to
incorporate any increased company valuation as it progresses through the trials
estimated to take 12-18 months. After which, we intend raise capital to fund
final Phase III trials and concomitant product "rollout" and/or licensing deals
or partnerships with one or more established pharmaceutical firms.
Production Facility
We may outsource all or some of the manufacturing to plants which meet GMP
(Good Manufacturing Practice) standards. GMP is a pre- requisite for all drugs
and medical devices, regardless of their classification, as well as the
incorporation of drugs and compounds into any vehicle for its delivery to the
wound. In order to be certain that we are in compliance throughout all the
levels of the manufacturing process, periodic reviews will be performed on the
manufacturing facilities.
Product Liability Insurance
The testing, marketing and sale of human health care products entail an
inherent risk of allegations of product liability, and there can be no
assurance that product liability claims will not be asserted against us. We
have not obtained product liability insurance, and there can be no assurance
that we will be able to obtain insurance coverage in the future on acceptable
terms or that any claims against us will not exceed the amount of such
coverage.
Government Regulation
The production and marketing of our products and our research and development
activities are subject to regulation by numerous governmental authorities in
the United States and other countries. In the United States, vaccines, drugs
and certain diagnostic products are subject to FDA review of safety and
efficacy. The Federal Food, Drug and Cosmetic Act, the Public Health Service
Act and other federal statutes and regulations govern or influence the testing,
manufacture, safety, labeling, storage, record keeping, approval, advertising
and promotion of such products. Noncompliance with applicable requirements can
result in criminal prosecution and fines, recall or seizure of products, total
or partial suspension of production, refusal of the government to approve
Biological License Applications ("BLAs"), Product License Applications
("PLAs"), New Drug Applications ("NDAs") or refusal to allow the Company to
enter into supply contracts. The FDA also has the authority to revoke product
licenses and establishment licenses previously granted. In order to obtain FDA
approval to market a new biological or pharmaceutical product, we must submit
proof of product safety, purity, potency and efficacy, and reliable
manufacturing capability, which will require us to conduct extensive
laboratory, preclinical and clinical tests. This testing, as well as
preparation and processing of necessary applications, is expensive, time-
consuming and often takes several years to complete. There is no assurance that
the FDA will act favorably in making such reviews. We may encounter significant
difficulties or costs in their efforts to obtain FDA approvals, which could
delay or preclude us from marketing any products that we may develop. The FDA
may also require postmarketing testing and surveillance to monitor the effects
of marketed products or place conditions on any approvals that could restrict
the commercial applications of such products. Product approvals may be
withdrawn if problems occur following initial marketing, such as, compliance
with regulatory standards is not maintained. With respect to patented products
or technologies, delays imposed by governmental marketing approval processes
may materially reduce the period during which we will have the exclusive right
to exploit patented products or technologies. Refusals or delays in the
regulatory process in one country may make it more difficult and time consuming
for us to obtain marketing approvals in other countries.
The FDA approval process for a new biological or pharmaceutical drug involves
completion of preclinical studies and the submission of the results of these
studies to the FDA in an Initial New Drug application , which must be approved
before human clinical trials may be conducted. The results of preclinical and
clinical studies on biological or pharmaceutical drugs are submitted to the FDA
in the form of a BLA, PLA or NDA for product approval to commence commercial
sales. In responding to a BLA, PLA or NDA, the FDA may require additional
testing or information, or may deny the application. In addition to obtaining
FDA approval for each biological or chemical product, an Establishment License
Application ("ELA") must be filed and the FDA must inspect and license the
manufacturing facilities for each product. Product sales may commence only when
both BLA/ PLA/ NDA and ELA are approved. In certain instances in which a
treatment for a rare disease or condition is concerned, the manufacturer may
request the FDA to grant the drug product Orphan Drug status for a particular
use. In this event, the developer of the drug may request grants from the
government to defray the costs of certain expenses related to the clinical
testing of such drug and be entitled to marketing exclusivity and certain tax
credits. We may seek Orphan Drug designation in the future for proposed
products. If these products are the first such products approved, we may be
entitled to seven year marketing exclusivity in the U.S. for these products
once regulatory approval has been obtained. The seven year period of
exclusivity applies only to the particular drug for the rare disease or
condition for which the FDA has designated the product an Orphan Drug.
Therefore, another manufacturer could obtain approval of the same drug for an
indication other than the Company's or could seek Orphan Drug status for a
different drug for the same indication. Sales of biological and pharmaceutical
products and medical devices outside the United States are subject to foreign
regulatory requirements that vary widely from country to country. Whether or
not FDA approval has been obtained, approval of a product or a device by a
comparable regulatory authority of a foreign country must generally be obtained
prior to the commencement of marketing in that country.
We are also subject to regulation by the Occupational Safety and Health
Administration ("OSHA") and the Environmental Protection Agency ("EPA") and to
regulation under the Toxic Substances Control Act, the Resource Conservation
and Recovery Act and other regulatory statutes, and may in the future be
subject to other federal, state or local regulations. We believe that we are in
compliance with regulations regarding the disposal of its biological,
radioactive and chemical waste. We voluntarily comply with NIH guidelines
regarding research involving recombinant DNA molecules. Such guidelines, among
other things, restrict or prohibit certain recombinant DNA experiments and
establish levels of biological and physical containment that must be met for
various types of research.
Properties
The Company has recently relocated its principal offices to the principal
office of Biotherapeutics, Inc. at 1850 NW 69th Ave., Suite 1 Plantation,
Florida 33313. Patents Patents covering the manufacturing process have been
filed and issued as follows:
US Patent #5,989,857 was granted in November 1999 with 10 claims. It describes
a method for preparing a bioactive polypeptide (protein) in a stable,
inactivated form, by treating the protein with ozone. The process causes the
reduction of intermolecular disulfide bonds resulting in modified biological
activity. The reversion of the protein to its original activity is not
possible. The patent claims cover all proteins modified in this way with a
special emphasis on venom-derived proteins that when injected into a host
induce an immune reaction or displays anti-viral activity.
US Patent #5,512,278 was granted in 1996 and encompasses the formulation of a
cream base which can be employed not only in OTC applications but serves as a
topical delivery vehicle. The cream base has demonstrated the ability to
incorporate therapeutic proteins in a stable environment. Our lead drug, Alpha-
Immunokine has been administered in this vehicle for the treatment of shingles
and psoriasis. With the demonstration that Alpha-Immunokine can inhibit the
infection of HIV, it could be employed in a prophylactic role.
Biotherapeutics Inc. has recently developed a new spray "puffer" that permits
efficient delivery of the agent through the oral mucosa. Patent applications
have been filed. Patents in process include the Buccal Delivery System for oral
administration of protein drugs and the Immunokine Composition and Method
patent application.
Competition
The biotechnical market is extremely competitive. In seeking to manufacture,
distribute and market the various products we intend to develop from the uses
of the Alpha- Immunokine compound, we face competition from established
pharmaceutical companies such as Schering AG, Biogen, Elan, among others. All
of our potential competitors in this field have considerably greater financial
and personnel resources than we possess. Worldwide, the potential market for MS
therapies is several billion dollars. In the U.S. many patients with relapsing
forms of MS are not receiving approved 'disease-modifying' therapies
(Betaseron, Avonex, or Copaxone). In most other countries where MS is
prevalent, including Western Europe and Canada, penetration of that segment of
the MS population remains modest. Worldwide, only a handful of patients with
progressive forms of the disease are on an approved disease-modifying therapy.
Employees
As of November 22, 2002, we had nine full time employees, three of which are
engaged in management and product development, three full time clerical
employee, and three management employees. Biotherapeutics Inc. is severely
understaffed and will expand its employee force upon completion of its private
placement offering. There can be no assurance we will be able to locate or
secure suitable employees upon acceptable terms in the future.
ITEM 2. DESCRIPTION OF PROPERTY
Nutra Pharma maintains offices at 1850 NW 69th Avenue, Suite 1, Plantation,
Florida. It owns the trademark, "Nutra Pharma," which it is presently
attempting to have registered on the principal register of the U.S. Patent and
Trademark Office. Nutra Pharma considers its current office space suitable for
its present needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is not subject to any litigation. Biotherapeutics has pending
lawsuits against two former employees resulting from their acrimonious
departure from the company's employ.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There have been no
submissions of matters to a vote of security holders in the fiscal year ended
December 31, 2002.
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock was quoted on the over-the-counter bulletin board under the
symbol "CYBV" from September 7, 2001 through November 12, 2001. Since November
13, 2001, it has been quoted on the over-the-counter bulletin board under the
trading symbol, "NPHC." The high and low sale prices of our common stock were
$.4.18 and $.27, respectively, during fiscal year 2002. Nutra Pharma considers
its Common stock to be thinly traded and that any reported bid or sale prices
may not be a true market-based valuation of the Common Stock. As of December
31, 2002, there were 118 record holders of Nutra Pharma Common Stock.
The following table sets forth the range of high and low bid information for
each full quarterly period of the last fiscal year:
Period Reported Average High Bid Average Low Bid
-------------------------------- ---------------- ---------------
Quarter ended March 31, 2002 $4.18 $2.75
Quarter ended June 30, 2002 $2.65 $0.76
Quarter ended September 30, 2002 $1.55 $0.51
Quarter ended December 31, 2002 $0.72 $0.27
The above quotations reflect inter-dealer prices, without retail mark up, mark
down or commission and may not represent actual transactions. Source of
information: NASDAQ Stock Market Over-The-Counter Bulletin Board.
PENNY STOCK STATUS
Our common stock is a "penny stock," as the term is defined by Rule 3a51-1 of
the Securities Exchange Act of 1934. This makes it subject to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and
Exchange Commission requiring brokers and dealers to do the following in
connection with transactions in penny stocks:
- - Prior to the transaction, to approve the person's account for transactions in
penny stocks by obtaining information from the person regarding his or her
financial situation, investment experience and objectives, to reasonably
determine based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her independent
advisor reasonably may be expected to be capable of evaluating the risks of
transactions in penny stocks. In addition, the broker or dealer must deliver to
the person a written statement setting forth the basis for the determination
and advising in highlighted format that it is unlawful for the broker or dealer
to effect a transaction in a penny stock unless the broker or dealer has
received, prior to the transaction, a written agreement from the person.
Further, the broker or dealer must receive a manually signed and dated written
agreement from the person in order to effectuate any transactions is a penny
stock.
- - Prior to the transaction, the broker or dealer must disclose to the customer
the inside bid quotation for the penny stock and, if there is no inside bid
quotation or inside offer quotation, he or she must disclose the offer price
for the security transacted for a customer on a principal basis unless exempt
from doing so under the rules.
- - Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in
connection with the transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker dealer, other
than a person whose function in solely clerical or ministerial.
- - The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each such
security and the estimated market value of the security. The imposition of
these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.
SECURITY HOLDERS
The approximate number of record holders of shares of the common stock of the
Company outstanding as of December 31, 2002 was 182.
DIVIDENDS
No dividends have been declared or paid on the Company's common stock.
ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
Results of Operations
Since inception, we have had no revenues and have experienced losses. We have
financed our operations primarily through the sale of our common stock or by
loans from shareholders. The net loss for the year ended December 31, 2002 was
$89,261, compared to a net loss of $184,430 for the comparable period of 2001.
Management attributes the difference to the rescission of the acquisition of
Nutra Pharma, Inc. and due diligence expenses incurred in the intended
acquisition of Bio Therapeutics, Inc.
Liquidity and Capital Resources
As of December 31, 2002, we had $0 cash on hand and a working capital deficit
of $45,083, compared to $6 cash on hand and a working capital surplus of
$134,344 for the same period of 2001. Management attributes the difference to
the loss of the booked assets of Nutra Pharma, Inc. we incurred when we
rescinded the acquisition of Nutra Pharma, Inc., and the expenses incurred in
the due diligence of the intended acquisition and funding of Bio Therapeutics,
Inc. We believe that our current cash needs for at least the next twelve months
can be met by loans from our directors, officers and shareholders, and by
private placements of our common stock. However, our principals are not legally
obligated to loan us these operating funds, and there can be no assurance that
our private placements will be successful.
PLAN OF OPERATIONS
Nutra Pharma presently has limited cash with which to satisfy any future cash
requirements, and all of its cash requirements are now being satisfied by
contributions from its officers and directors. Nutra Pharma is seeking
$1,500,000 to $3,000,000 from its current private placement of common stock to
satisfy its cash requirements for the next 12 months without having to rely on
cash contributions from its officers and directors.
Our plan of operations is to finish the closing of the acquisition of Bio
Therapeutics, Inc., which is contingent upon the raising of a minimum of
$1,500,000 capital in our current private placement of securities, which is now
pending with View Trade Securities, Inc. After the closing, we expect to
continue the development of Bio Therapeutics's product line, and to pursue FDA
approval of the products.
We will continue the synthesis of new peptide drug candidates (collectively
referred to as Immunokines), and will begin recombinant production of these
peptides for human and veterinary applications. We will focus on the
registration of these first products for use in veterinary medicine. We believe
this approach will provide early revenues while we complete the final
recombinant peptides to be used in human trials for the treatment of MS.
We expect to incur research and development costs of $1.5 million over the
course of this fiscal year, and we also expect to hire additional personnel as
our operations grow. Nutra Pharma is still considered to be a development stage
company, with no significant revenue, and is dependent upon the raising of
capital through placement of its common stock. There can be no assurance that
Nutra Pharma will be successful in raising the capital it requires through the
sale of its common stock.
ITEM 7. FINANCIAL STATEMENTS
Information with respect to this item is contained in the financial statements
appearing on Item 13 of this Report. Such information is incorporated herein by
reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements among our independent
accountants in the last fiscal year.
PART III.
---------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The members of the Board of Directors of Nutra Pharma Corp. serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of Nutra Pharma
Corp. are:
Name Age Position
---------------- ----- ------------------------------
Rik Deitsch 36 CEO, President and Director
Suzanne Mundschenk 64 Vice President
Dr. Michael Flax 47 Director
Soram Singh Khalsa, M.D. 54 Director, Chairman of the
Medical Advisory Committee
Zirk Engelbrecht 46 Chairman of the Board of
Directors, Secretary/Treasurer
Rik Deitsch. Since November 7, 2002, Mr. Deitsch has been the CEO, President
and Director of Nutra Pharma. Mr. Deitsch holds both a B.S. in Chemistry and an
M.S. in Biochemistry from Florida Atlantic University and has conducted
research for the Duke University Medical School Comprehensive Cancer Center.
His research provided some of the beginning fundamentals for the development of
several powerful therapeutics. Mr. Deitsch has a strong background in
researching compounds derived from venomous animals, conducting work in Gila
monsters (i.e. Exendin 4 -- Amylin Pharmaceuticals), Cone Snails (i.e. Prialt
Elan Pharmaceuticals), and Rattlesnakes (i.e. Integrilin Millennium
Pharmaceuticals). His graduate work consisted of in-depth research on Cone
snail venom pharmaceutical applications and Camptothecin analogs for the
treatment of cancer. Deitsch has several papers and posters on rational drug
design using computer simulations. Mr. Deitsch is an adjunct professor and
teaches several courses for Florida Atlantic University's College of Business
and Continuing Education Department.
Suzanne Mundschenk. Ms. Mundschenk is the Vice President since August 22, 2002.
From 1983 to 2002 she was the VP / Administration of Bio Therapeutics, Inc.
(formerly Phylomed) where she was responsible for financial reporting, accounts
receivable and payable management and general operation of the facility. She
also served as Executive Vice President, Secretary and Director of Laboratory
Sciences Institute from 1983 to 1986. From 1980 to 1982 she was the Foreign
Liaison for R&D Systems and headed the acquisition of Hycel Europa, a
manufacturer and exporter of blood diluters. She holds an Associates Degree in
Arts from College Edouard-Montpetit in Montreal, Quebec, Canada.
Michael D. Flax, D.D.S., M.S., P.A. Dr. Flax is a director of Nutra Pharma
Corp. Since November 26, 2001, he was director, president and Chief Executive
Officer of Nutra Pharma. From 1986 to the present, he has been self employed in
the practice of Endontics in Coral Springs, Florida. Dr. Flax is a diplomat of
the American Board of Endontics, a member of the American Association of
Endontics, and a Fellow of the American College of Denists. Since 1991, he has
served on the board of Directors of Health Star, Inc., and currently serves as
director for Paragon Dental Services, Chief Financial Officer of Life Network
Engineering Technologies, Inc., Associate Professor, Graduate Endontics
Department at Nova South-eastern University School of Dentistry, Faculty
Instructor at the University of Pennsylvania, and Faculty Instructor at Temple
University. From 1984 through 1986, Dr. Flax served as a part time faculty
instructor at the University of Pennsylvania, School of Dental Medicine;
Endontics Dept., and was a sub-contractor for general dentistry in
Philadelphia, Pennsylvania. From 1981 through 1983, he was a subcontractor for
general dentistry in Florida, Long Island and New York City. He holds a
certificate from the University of Pennsylvania School of Dental Medicine in
Endontics, 1986, a D.D.S. from Georgetown University Dental School, 1981, an
M.S. in chemistry from St. John's University, 1977, and a B.A. major in
chemistry, minor in engineering from Miami University in Oxford, Ohio. He is
licensed to practice dentistry in the states of Florida, Maryland, New York,
Pennsylvania, and the District of Columbia.
Soram Singh Khalsa, M.D. Dr. Khalsa is the current director of the Nutra Pharma
Corp. since February 6, 2002 and the Chairman of the Medical Advisory
Committee. Dr. Khalsa has been employed since 1977 in the practice of Internal
Medicine and Functional Medicine and is the current Medical Director of the
Khalsa Medical Clinic in Beverly Hills, California, and he is currently on the
medical staff of Cedars Sinai Hospital. From 1976 through 1977, Dr. Khalsa
served his residency in Internal Medicine at the Hospital of the Good Samaritan
in Los Angeles, California. From 1975 through 1976, he served as a resident of
Internal Medicine at St. Luke's Hospital in Cleveland, Ohio. From 2001 to the
present, Dr. Khalsa has served as a Member of the Outside Scientific Advisory
Board for the Center on Botanical Studies, National Institute of Health, and a
Member of the Advisory Board, Jewish Hospice Project, Los Angeles. From 2000 to
the present, Dr. Khalsa has served as a Member of the Medical Advisory Board ,
Great Smokies Diagnostic Laboratory, Asheville, North Carolina. From 1998 to
the present, he has served as the Medical Director of East-West Medical
Research Institute. From 1997 to 1999 Dr. Khalsa served as Chairman of the
Executive Steering Committee of Complementary Medicine at Cedars-Sinai Medical
Center, and from 1995 through 1997, he served as a Member of the Cedars-Sinai
Medical Center Task Force on Complementary Medicine. Dr. Khalsa is a Graduate,
cum laude, of Yale College, 1970; a Graduate of the American Institute of
Homeopathy, 1973; holds a certificate in the Post Graduate Training Program,
Millersville, Pennsylvania, 1973; and is a Graduate of the Case Western Reserve
University School of Medicine, 1974.
Zirk Engelbrecht. Mr. Engelbrecht has been a director since February, 2002, and
is the current Chairman of the Board of Directors. He has acted as Secretary
and Treasurer since October, 2002. Mr. Engelbrecht holds a degree in Mechanical
Engineering, and a certificate from the Council for Scientific and Industrial
Research. He is the current President of Suprafin, Inc., since 1995, and the
president of Infoplan, Inc., since 1994. From 1989 through 1994, Mr.
Engelbrecht served as the Managing Director of Suprafin CC, a financial
services and venture capital firm operating in South Africa. From 1983 through
1989, he was employed as the General Manager of Growth Equities, Ltd., and from
1980 through 1983, he worked as a mechanical engineer for the Council for
Scientific and Industrial Research. Mr. Engelbrecht has overseen the venture
capital phase and public registration of three public companies since 1994, and
has managed a venture capital pool with assets of approximately $54 million.
FAMILY RELATIONSHIPS.
There are no family relationships among directors, executive officers or other
persons nominated or chosen by the Company to become officers or executive
officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
The Company is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative or
civil proceedings limiting one's participation in the securities or banking
industries, or findings of securities or commodities law violations.
ITEM 10. EXECUTIVE COMPENSATION.
Other than Suzanne Mundschenk, CEO of Biotherapeutics Inc. and D. Mundschenk
her husband, we have not entered into any employment agreements with any of our
executives. To the date of this Offering, no officer has received compensation,
and we do not intend to pay any such compensation until completion of the
offering. We intend to offer our directors common stock in exchange for their
availability to serve on our board of directors.
The following table summarizes the compensation Nutra Pharma has paid to its
Chief Executive Officer and all other executive officers for services rendered
up to the period ended December 31, 2002. No salaries were paid during fiscal
year 2002, and there were no grants of options or SAR grants given to any
executive officers during the past fiscal year.
Annual Compensation
-------------------
Name and Position Salary Bonus Deferred
----------------- ------ ----- --------
Fiscal year 2002:
Rik Deitsch 0 0 0
Suzanne Mundschenk 0 0 0
Dr. Michael Flax 0 0 0
Soram Singh Khalsa, MD 0 0 0
Zirk Englebrecht 0 0 0
Nancy Volpe $50,000 0 0
------- ---- --------
Total $50,000 0 0
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are no written contracts or agreements. Employee compensation is set by
the members of the Board of Directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of Nutra Pharma Corp. as of the date of
this disclosure(1), by (I) each person who is known by Nutra Pharma Corp. to be
the beneficial owner of more than five percent (5%) of the issued and
outstanding shares of common stock, (ii) each of Nutra Pharma Corp.'s directors
and executive officers, and (iii) all directors and executive officers as a
group.
Name and Address Number of Shares Percentage Owned
---------------- ---------------- ----------------
Rik Deitsch(1) 500,000 1.1%
1850 NW 69th Ave.
Suite 1
Plantation, FL 33065
Opus International, LLC (2) 9,692,556 22.38%
Marcy Englebrecht
485 Martin Lane
Beverly Hills, CA 90210
Dr. Michael Flax 3,000,000 6.93%
2929 University Dr.
Suite 102
Coral Springs, FL 33065
Suzanne Mundschenk(1) 0 0%
1850 NW 69th Ave.
Suite 1
Plantation, FL 33065
Dr. Soram Singh Khalsa 1,500,000 3.46%
Bedford Dr.,
Beverly Hills, CA 90210
Zirk Englebrecht (2) 276,000 .69%
485 Martin Lane
Beverly Hills, CA 90210
Officers and Directors
as a Group 5,276,000 12.18%
----------------------
(1) The completion of the acquisition of Bio Therapeutics, Inc. will result in
the issuance of additional shares in the amount of 145,937 to Rik Deitsch, and
6,638,803 shares to Suzanne Munschenk.
(2) Mr. Englebrecht disclaims beneficial ownership of any shares of Nutra
Pharma's common stock beneficially owned by Opus International, LLC or Marcy
Englebrecht, Mr. Englebrecht's wife.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 3, 2001, we issued 4,500,000 shares of restricted common stock to
George Guy Minto, in exchange for the assets of Nutra Pharma, Inc., which
consisted of a license agreement with TerraBioPharma, S.A., for the worldwide
distribution rights to TerraBioPharma's botanical medicinal compound. On
October 23, 2002, Mr. Minto returned 1,787,500 shares of Nutra Pharma common
stock to the Company for cancellation based on negotiations between the Company
and Mr. Minto.
We borrowed $819,327 from Marcy Engelbrecht, the wife of Zirk Engelbrecht, one
of our directors, for operating capital. The loan is unsecured, non-interest
bearing, and has no specific terms for repayment, and Ms. Engelbrecht has
agreed to convert the debt to common stock.
We have entered into a non-exclusive financial advisory agreement with the
Placement Agent of our private placement offering of securities, View Trade
Securities, for a period of one year beginning on April 3, 2002. We have agreed
to sell 100,000 shares of our common stock to the Placement Agent for a nominal
amount as compensation to the Placement Agent. The Placement Agent's duties
pursuant to the financial advisory agreement include, but are not limited to,
the following: (i) study and review our business, operations, historical
financial performance so as to enable the Placement Agent to provide us with
advice; (ii) assist us in attempting to formulate working capital and capital
resource strategies; (iii) assist in the structure of potential business
combinations; and (iv) assist us in communications with the investment
community. In the event the Placement Agent is instrumental in a financing, the
Placement Agent shall be entitled to a financing fee. During the term of the
financial advisory agreement, we have granted the Placement Agent a right of
first refusal with respect to any financing which we intend to complete. We
have also agreed to pay the Placement Agent a finder's fee in the event the
Placement Agent introduces us to another party or entity, and as a result of
such introduction, a transaction between us and such entity is consummated. On
January 6, 2003, this agreement was extended for a period of twelve (12)
months, through January 6, 2004, and we have agreed to sell an additional
1,500,000 shares of our common stock to the Placement Agent for a nominal
amount as compensation to the Placement Agent.
ITEM 13. INDEX TO EXHIBITS AND REPORTS ON FORM 8-K
(a) Financial Statements (included in Part II of this Report):
Report of Independent Certified Public Accountant
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Cash Flows
Statements of Stockholder's Equity
Notes to Consolidated Financial Statements
(b) Reports on Form 8-K:
February 28, 2002
September 4, 2002
September 5, 2002 (amended)
September 6, 2002 (amended)
October 30, 2002 (amended)
(c) Exhibits
None
FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant dated
April 11, 2003
Balance Sheets
Statement of Loss and Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Financial Statements
NUTRA PHARMA CORP.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2002
CONTENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . F 2
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . .F 3
Statements of Operations . . . . . . . . . . . . . . . . . . .F 4
Statements of Stockholders' Equity (Deficit). . . . . . . . . .F 5
Statements of Cash Flows . . . . . . . . . . . . . . . . . . .F 6
Notes to the Financial Statements . . . . . . . . . . . . . . F 7-F9
Independent Auditor's Report
Board of Directors and Stockholders
NUTRA PHARMA CORP.
Plantation, Florida
I have audited the accompanying balance sheets of NUTRA PHARMA CORP. (a
development stage company) as of December 31, 2002 and 2001, and the related
statements of operations, stockholders' deficit, and cash flows for the years
then, and for the period February 1, 2000(inception) through December 31, 2002.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the financial position of NUTRA PHARMA CORP. as of
December 31, 2002 and 2001, and the results of its operations and its cash
flows for the years then ended and for the period February 1, 2000(inception)
through December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as going concern. As discussed in Note 7, the Company is
in development stage and has limited assets, limited working capital, and has
sustained losses during its development stage which together raise substantial
doubt about its ability to continue as a going concern. Management plans
regarding those matters are also described in Note 7. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Rogelio G. Castro
Certified Public Accountant
Oxnard, California
April 11, 2003
NUTRA PHARMA CORP.
(A Development Stage Company)
Balance Sheets
December 31,
2002 2001
-------- --------
ASSETS
Current Assets:
Cash $ - $ 6
Loan receivable 819,327
------- --------
Total Current Assets 819,327 6
------- --------
Other Asset:
License agreement (net) - 1,633,333
--------- ---------
TOTAL ASSETS $ 819,327 $1,633,339
========= =========
LIABILITIES & STOCKHOLDERS' DEFICITS
Current Liabilities:
Accrued expenses $ 2,400 $ -
Loan payable related party 862,010 42,683
License fees payable - 1,725,000
-------- ---------
Total Current Liabilities 864,410 1,767,683
--------- ---------
Stockholders' Deficits:
Common Stocks, $.001 par value
Authorized shares; 100,000000
Issued and outstanding shares;
43,813,905 and 44,500,000
respectively 43,814 44,500
Paid In Capital 8,136 7,450
Deficit Accumulated during
the development stage (96,347) (186,294)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (45,083) (134,344)
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 819,327 $1,633,339
========= =========
The accompanying notes are an integral part of these financial statements.
F3
NUTRA PHARMA CORP.
(A Development Stage Company)
Statements of Operations
From
inception
February 1,
2000
For the years ended through
December 31, December 31,
2002 2001 2002
--------- --------- -----------
Income $ - $ 86 $ 86
General and Administrative 27,406 67,763 97,119
Amortization of license fee (116,667) 116,667 -
--------- ------- ---------
Total Expenses (89,261) 184,430 97,119
--------- ------- ---------
Net income (loss) $ (89,261) $(184,430) $( 97,033)
========= ======= =========
Basic income (loss) per share $ .01 $(.00)
====== ======
The accompanying notes are an integral part of these financial statements.
F4
NUTRA PHARMA CORP.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period February 1, 2000(inception) through December 31, 2002
Deficit
Number Common Accumulated
Of Stock Paid During the
Shares at Par in Development
Outstanding Value Capital Stage
----------- ------- -------- ------------
Stocks issued at inception
for services 1,950,000 $ 1,950 $ - $ -
Net loss,
December 31, 2000 (1,950)
----------- ------- -------- ------------
Balance, December 31, 2000 1,950,000 $ 1,950 - (1,950)
Stocks issued for cash 50,000 50 7,450
Stocks issued 42,500,000 42,500
Net loss,
December 31, 2001 (184,344)
----------- ------- -------- ------------
Balance, December 31, 2001 44,500,000 44,500 7,450 (186,294)
Stocks issued 1,621,405 1,621 686
Stocks cancellation (2,307,500) (2,307)
Net loss,
December 31, 2002 (89,261)
----------- ------- -------- ------------
Balance December 31, 2002 43,813,905 $43,814 $8,136 $ (97,033)
========== ======= ====== ==========
The accompanying notes are an integral part of these financial statements.
F5
NUTRA PHARMA CORP.
(A Development Stage Company)
Statements of Cash Flows
From
inception
February 1,
2000
For the years ended through
December 31, December 31,
2002 2001 2002
--------- --------- -----------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ 89,261 $(184,430) $ (95,083)
Amortization (116,667) 116,667 -
(Increase)decrease in
Loan receivable (819,327) - (819,327)
License agreement 1,750,000 (1,750,000) -
Increase(decrease) in
Accrued expenses 2,400 - 2,400
License fees payable (1,725,000) 1,725,000 -
Loans payable-related party 819,327 42,683 862,010
--------- --------- ----------
NET CASH PROVIDE FOR (USED)BY
OPERATING ACTIVITIES 6 (49,994) (50,000)
CASH FLOWS FROM
FINACINNG ACTIVITIES
Stock issuance 50,000 50,000
-------- -------- ---------
NET INCREASE (DECREASE) IN CASH ( 6) 6 -
BEGINNING CASH 6 - -
-------- -------- ----------
ENDING CASH $ - $ 6 $ -
======== ======= ==========
The accompanying notes are an integral part of these financial statements.
F6
NUTRA PHARMA CORP.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2002
NOTE 1 - NATURE OF BUSINESS
Nutra Pharma Corp. (the Company) was incorporated under the laws of the state
of Nevada on February 1, 2000. It has developed a business plan to establish
nationwide wholesale and retail sales of greeting cards, note cards and gift
tags made from a design process involving photography and computer graphics.
The Company is considered a development stage enterprise because it has not
yet generated significant revenues from the sale of its products.
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. Currently, it has no 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 December 31,
2002 the Company had no issuable shares qualified as dilutive to be included in
the earnings per share calculations.
The following is an illustration of the reconciliation of the numerators and
denominators of the basic loss per share calculations:
For the years ended
December 31,
2002 2001
---------- -----------
Net income (loss0 $ 89,261 $(184,344)
Weighted average shares
outstanding (denominator) 18,204,208 44,500,500
Basic loss per share $ 0.01 $(0.00)
==== ====
F7
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.
NOTE3 - INCOME TAXES
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. 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 Corp. 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, 2002 is as follows:
Net operating loss carry-forward $ 97,033)
Valuation allowance ( 97,033)
--------
$ -
=======
The difference between the income tax benefit in the accompanying statements of
operations and the amount that would result if the Federal statutory rate of
34% were applied to pre-tax loss is as follows for the year ended December 31,
2001:
Income tax benefit at statutory rate $ 29,110
Valuation allowance (29,110)
------
$ -
======
The net operating loss carry forward of $97,033 for federal tax purposes will
expire in year 2022.
F8
NOTE 4 RELATED PARTY TRANSACTIONS
The Company issued shares of restricted common stock to its officers, legal
counsel, and consultant in exchange for services rendered. The stocks issued
are recorded at fair value par value of the services received.
During the year 2001 and 2002, the Company received advances from officers who
are also stockholders. These advances are non-interest bearing and have no
specific terms of repayment. Balance of the loan Loan payable to related party
as of December 31, 2002 is $862,010. Loan receivable to related party is also
non-interest bearing and has No specific terms of repayment. Balance as of
December 31, 2002 is $819,327.
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. On December 23, 2002, the above agreement was
mutually cancelled by both parties. Related adjustments are reflected in
December 31, 2002 financial Statements.
NOTE 6 ACQUISITION OF SUBSIDIARY
On August 2002, have entered into an agreement to acquire Bio Therapeutics,
Inc. a Florida corporation. As of balance sheet date, the agreement is still
pending and not yet completed.
NOTE 7 GOING CONCERN
The Company has no assets with which to create operating capital. It has an
accumulated deficit of $97,033 at December 31, 2002. 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
-----------
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
Nutra Pharma Corp.
Rik Deitsch
_____________________________________
RIK Deitsch, President and Director
Date: March 31, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Zirk Engelbrecht
_____________________________________
Zirk Engelbrecht, Treasurer
Date: March 31, 2003
In connection with the annual report of Nutra Pharma, Inc. on Form 10-KSB for
the year ended December 31, 2002, as filed with the Securities and Exchange
Commission on the date hereof, the undersigned certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:
1. The report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.
Dated: March 31, 2003 By: Rik Deitsch
--------------------------
Rik Deitsch,
Chief Executive Officer
Dated: March 31, 2003 By: Zirk Englebrecht
------------------------
Zirk Englebrecht,
Treasurer
Exhibit 1. Settlement Agreement
Rescission, Settlement and Release Agreement
Parties: George Minto (Nutra Pharma, Inc.) vs. Zirk Englebrecht (Nutra Pharma
Corp.)
Nutra Pharma Corp. and Nutra Pharma Inc. and have agreed to rescind their
agreement dated November 25, 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 (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 Engelbrecht, the said Parties and Principles-Nutra Pharma Inc. Minto
and Nutra Pharma Corp. Engelbrecht-hereby agreed 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, suites, debts, sums of money, accounts,
reckonings, bonds, bills, specialities, covenants, controversies, agreements,
promises, variances, trespasses, damages, judgments, extent, executions, claims
and demands whatsoever, in law, admiralty or equity, which they ever had, now
have or hereafter can, 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 f this agreement
and release.
The final terms and conditions of this agreement: Minto and Nutra Pharma, Inc.
will return the 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). The remaining 1,407,500 shards will be deemed irretrievable and
cancelled upon this agreement.
Zirk Englebrecht Date 23/12/02
George Minto Date 23/12/02
Exhibit 2. Tender Offer
OFFER TO PURCHASE FOR CASH
UP TO
2,000,000 SHARES OF
NUTRA PHARMA 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. 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.) 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 The Saksa Group, LLC
8560 East Pershing Avenue
Scottsdale, Arizona 85260
Tel: (480)860-2075 Email: [email protected]