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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 (Mark One)
 x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 o
    
    TRANSITION REPORT PURSUANT OF SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period _________ to____________
 Commission file number: 000-32141
 NUTRA PHARMA CORP.
 (Exact name of small business issuer as specified in its charter)
 California
    
    91-2021600(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer I.D. Number)3473 High Ridge Road, Boynton Beach, FL
(Address of principal executive offices)
    
    33426
(Zip Code)
 Issuers telephone number: (954) 509-0911
 1829 Corporate Drive, Boynton Beach, FL 33426
(Former address)
 Indicate by check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No x
 There were 69,297,182 shares of common stock outstanding as of November 18, 2005.
 Transitional Small Business Disclosure Format (check one): Yes o No x




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TABLE OF CONTENTS  PART 1 FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance SheetConsolidated Statements of OperationsConsolidated Statements of Cash FlowsNotes to Unaudited Consolidated Financial Statements September 30, 2005Item 2. Managements Discussion and Analysis of Financial Condition or Plan of OperationsItem 3. Controls and ProceduresPART II OTHER INFORMATIONItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESExhibit 31.1Exhibit 32.1    Table of Contents  
 PART 1 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
 ASSETSCurrent assets:Cash
    
    $
    17,440Property and equipment, net
    
    
    57,827Other assets:Investments at cost
    
    
    235,000Other
    
    
    18,365253,365$
    328,632LIABILITIES AND STOCKHOLDERS (DEFICIT)Current liabilities:Accounts payable
    
    $
    141,223Accrued expenses
    
    
    316,557Due to stockholders
    
    
    33,000Total current liabilities
    
    
    490,780Stockholders (deficit):Common stock, $0.001 par value, 2.0 billion shares
authorized; 69,147,182 shares issued and outstanding
    
    
    69,147Additional paid-in capital
    
    
    15,254,687(Deficit) accumulated during the development stage
    
    
    (15,485,982
    )(162,148
    )$
    328,632




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For thePeriod FromFebruary 1,2000(Inception)ThroughThree Months Ended September 30,
    
    
    Nine Months Ended September 30,
    
    
    September 30,2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2005Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Costs and expenses:General and administrative
    
    
    303,074
    
    
    
    419,299
    
    
    
    667,523
    
    
    
    1,328,488
    
    
    
    4,751,048Research and development
    
    
    4,135
    
    
    
    66,320
    
    
    
    947,799
    
    
    
    171,819
    
    
    
    1,276,787Stock based compensation
    
    
    282,900
    
    
    
    555,385
    
    
    
    1,875,100
    
    
    
    1,355,190
    
    
    
    4,221,186Write-off of advances to potential acquiree
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    629,000Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    786,000Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    269,684
    
    
    
    274,390Amortization of license agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,210Amortization of intangibles
    
    
    188,758
    
    
    
    
    
    
    
    549,599
    
    
    
    
    
    
    
    656,732Losses on settlements
    
    
    955,069
    
    
    
    
    
    
    
    955,069
    
    
    
    
    
    
    
    1,261,284Write-down of investment in Infectech, Inc.
    
    
    620,805
    
    
    
    
    
    
    
    620,805
    
    
    
    
    
    
    
    620,805Equity in loss of unconsolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    853,540Total costs and expenses
    
    
    2,354,741
    
    
    
    1,041,004
    
    
    
    5,615,895
    
    
    
    3,125,181
    
    
    
    15,485,982Net loss before provision (benefit) for income taxes
    
    
    (2,354,741
    )
    
    
    (1,041,004
    )
    
    
    (5,615,895
    )
    
    
    (3,125,181
    )
    
    
    (15,485,982
    )Provision (benefit) for income taxes
    
    
    (75,503
    )
    
    
    
    
    
    
    (219,840
    )
    
    
    
    
    
    
    Net loss
    
    $
    (2,279,238
    )
    
    $
    (1,041,004
    )
    
    $
    (5,396,055
    )
    
    $
    (3,125,181
    )
    
    $
    (15,485,982
    )Per share information  basic and dilutedLoss per common share
    
    $
    (0.04
    )
    
    $
    (0.02
    )
    
    $
    (0.11
    )
    
    $
    (0.05
    )Weighted average common shares outstanding
    
    
    50,683,619
    
    
    
    67,900,878
    
    
    
    50,099,300
    
    
    
    62,863,086




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For thePeriod FromFebruary 1,2000(Inception)ThroughNine Months Ended September 30,
    
    
    September 30,2004
    
    
    2005
    
    
    2005Cash flows from operating activities:Net cash (used in) operating activities
    
    $
    (1,296,229
    )
    
    $
    (1,369,678
    )
    
    $
    (2,985,865
    )Cash flows from investing activities:Cash reduction due to deconsolidation of Infectech, Inc.
    
    
    (2,997
    )
    
    
    
    
    
    
    (2,997
    )Cash acquired in acquisition of Infectech, Inc.
    
    
    
    
    
    
    
    
    
    
    3,004Acquisition of property and equipment
    
    
    
    
    
    
    (5,114
    )
    
    
    (62,205
    )Investments carried at cost
    
    
    
    
    
    
    (130,000
    )
    
    
    (235,000
    )Net cash (used in) investing activities
    
    
    (2,997
    )
    
    
    (135,114
    )
    
    
    (297,198
    )Cash flows from financing activities:Common stock issued for cash
    
    
    177,650
    
    
    
    1,079,800
    
    
    
    2,027,500Proceeds from convertible loans
    
    
    73,000
    
    
    
    
    
    
    
    304,750Loans from stockholders
    
    
    1,038,513
    
    
    
    33,000
    
    
    
    968,253Net cash provided by financing activities
    
    
    1,289,163
    
    
    
    1,112,800
    
    
    
    3,300,503Net increase (decrease) in cash
    
    
    (10,063
    )
    
    
    (391,992
    )
    
    
    17,440Cash  beginning of period
    
    
    47,131
    
    
    
    409,432
    
    
    
    Cash  end of period
    
    $
    37,068
    
    
    $
    17,440
    
    
    $
    17,440




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NUTRA PHARMA CORP.
    Principles of Consolidation
  Income (Loss) per Share




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Letter of Intent to Acquire Portage BioMed LLC




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Investment in XenaCare LLC
            
    
    introduce the Company to potential strategic and operational partners, as well as
suppliers, manufacturers, customers, and other relationships in The Peoples Republic of
China (China) and elsewhere in Asia; and
 
    
    otherwise assist the Company with advancing the business objectives of the Company in
China and elsewhere in Asia.




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Type Expenditure
    
    Total Expenditure
    
    
    Monthly ExpenditureSalaries*
    
    $
    212,000
    
    
    $
    17,667Travel related
expenses pertaining
to research and due
diligence
    
    $
    40,000
    
    
    $
    3,333Consulting Fees
    
    $
    180,000
    
    
    $
    15,000Office-related
expenditures
    
    $
    58,000
    
    
    $
    4,833Professional
Fees -Legal
and Accounting
    
    $
    265,000
    
    
    $
    22,083Total
    
    $
    755,000
    
    
    $
    62,916
 
 *
    
    Salaries include the following:(a)
    
    Chief Executive Officer  $130,000;(b)
    
    Administrative Assistant  $45,000; and(c)
    
    Research Assistant  $37,000




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##### Table of Contents



Type Expenditure
    
    Total Expenditure
    
    
    Monthly ExpenditureOperating Expenses(Rent, supplies,
utilities)
    
    $
    10,000
    
    
    $
    833Salaries(CEO, President,
Chief Science
Officer, and
Administrative
Assistant)
    
    $
    10,000
    
    
    $
    834Clinical Studies(HIV, MS, AMN)
    
    $
    120,000
    
    
    $
    10,000Total:
    
    $
    140,000
    
    
    $
    11,667
  Type Expenditure
    
    Total Expenditure
    
    
    Monthly ExpenditureFunding of Site of Cares
    
    $
    75,000
    
    
    $
    6,250
      
    
    Recruitment of 20 patients with AMN;
    
    Administering the ReceptoPharms AMN drug under development; and
    
    Monitoring patients throughout a 15-month protocol.




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
    
    MS Drug under Development  ReceptoPharm conducted microarray and histoculture studies and
related analysis of the cells of Multiple Sclerosis patients to ascertain how certain drugs affect
the cells of these patients. Microarray analysis is the study of the gene expression of cells.
Histoculture is the study of the entire cellular environment. ReceptoPharm continues to conduct
these studies through our agreement with Eno Research and Development, a clinical research
organization; and
    
    HIV Drug under Development  Viral isolates are common mutations of HIV.




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4.2
    
    Xinhua Financial Network Warrant (xiv)10.16
    
    Consulting Agreement by and among Nutra Pharma Corp. and XFN (xiv)31.1
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1
    
    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
 
 (i)
    
    Incorporated by reference to the Companys Registration Statement on Form SB-2/A
(Registration No. 33-44398) filed on April 6, 2001(the Registration Statement).(ii)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed December 26,
2001(iii)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed February 28,
2002(iv)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed September 9,
2002




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(v)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed October 31,
2002(vi)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed October 20,
2003(vii)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed March 8, 2004(viii)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed November 5,
2002(ix)
    
    Incorporated by reference to the Companys Report on Form 10-KSB, filed April 20, 2004(x)
    
    Incorporated by reference to the Companys Report on Form 10-KSB/A, filed May 7, 2004(xi)
    
    Incorporated by reference to the Companys Report on Form 10-QSB, filed December 21, 2004(xii)
    
    Incorporated by reference to the Companys Report on Form 10-KSB, filed May 2, 2005(xiii)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed June 6, 2005(xiv)
    
    Incorporated by reference to the Companys Current Report on Form 8K, filed November 10,
2005 
   NUTRA PHARMA CORP./s/  Rik J. DeitschRik J. Deitsch, PresidentChief Executive Officer and Chief Financial Officer