UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
 
 (Mark
One)
 
 x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.
 
 For the
quarterly period ended March 31, 2009
 
 o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT
 
 For the
transition period from _________ to ________
 
 Commission
file numbers 000-32141
  NUTRA
PHARMA CORP.
 (Name of
registrant as specified in its charter)
 
 California
              91-2021600(State
      or Other Jurisdiction of Organization)
              (IRS
      Employer Identification Number)
 
 791 Park of Commerce Blvd,
Suite 300, Boca Raton, FL 33487
 (Address
of principal executive offices)
 
 (954)
509-0911
 (Issuer's
telephone number)
  Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
  Large
      accelerated filer o
              Accelerated
      filer oNon-accelerated
      filer o
              Smaller
      reporting company x
  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
  The
number of shares outstanding of the registrant's common stock, par value $0.001
per share, at May 15, 2009 was 213,676,482.
  
 
 TABLE OF
CONTENTS
 
 PART
      I. FINANCIAL INFORMATION
                        
                        4Item
      1. Financial Statements
                        
                        4Consolidated
      Balance Sheets as of March 31, 2009 (Unaudited) and December 31,
      2008
                        
                        4Consolidated
      Statements of Operations for the three months ended March 31, 2008 and
      2009 (Unaudited) and for the period from inception (February 1, 2000) to
      March 31, 2009
                        
                        5Consolidated
      Statements of Cash Flows for the three months ended March 31, 2008 and
      2009 (Unaudited) and for the period from inception (February 1, 2000) to
      March 31, 2009
                        
                        6Notes
      to Unaudited Consolidated Financial Statements
                        
                        7Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                        
                        10Item
      3. Quantitative and Qualitative Disclosures about Market
    Risk
                        
                        20Item
      4T. Controls and Procedures
                        
                        20PART
      II. OTHER INFORMATION
                        
                        20Item
      1. Legal Proceedings
                        
                        20Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                        
                        20Item
      3. Defaults Upon Senior Securities
                        
                        21Item
      4. Submission of Matters to a Vote of Security Holders
                        
                        21Item
      5. Other Information
                        
                        21Item
      6. Exhibits
                        
                        21SIGNATURES
                        
                        22
  2
 
 Forward
Looking Statements
 
 This
Quarterly Report on Form 10-Q for the period ending March 31, 2009, most
significantly our "Plan of Operations" section, contains forward-looking
statements that involve risks and uncertainties, as well as assumptions that, if
they never materialize or prove incorrect, could cause the results of Nutra
Pharma Corp. (hereafter referred to as "we", "our" or "us") to differ materially
from those expressed or implied by such forward-looking statements. The words or
phrases "would be," "will allow, "intends to," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements." We
are subject to the following risks in connection with our business: (a) we have
experienced recurring net losses and a working capital deficiency and our
ability to continue as a going concern is dependent upon our ability to secure
additional financing, which raises substantial doubt about our ability to
continue as a going concern; (b) our history of losses makes it difficult to
evaluate our current and future business and our future financial results; (c)
our operational plans are dependent upon obtaining equity or other financing
and/or generating sufficient revenues; (d) we are subject to substantial Federal
Food and Drug Administration ("FDA") and other regulations which may increase
our costs or otherwise adversely affect our operations; (e) a market for our
potential products may never develop; (f) if we fail to adequately protect our
patents, we may be unable to proceed with development of potential drug
products; (g) we are dependent upon patents, licenses and other proprietary
rights from third parties; should we lose such rights our operations will be
negatively affected; (h) to date, we have not generated any significant
revenues; (i) to date, none of our proposed products have received FDA approval;
(j) should we continue to have insufficient funds to conduct our operations,
development of our possible products will be negatively impacted; and (k) we may
be unable to compete against our competitors in the medical device and
biopharmaceutical markets since our competitors have superior financial and
technical resources than we do.
 
 All
statements other than statements of historical fact, are statements that could
be deemed forward-looking statements, including: (a) any projections of revenue,
gross margin, expenses, earnings or losses from operations, synergies or other
financial items; (b) any statements of the plans, strategies and objectives of
management for future operations; and (c) any statement concerning developments,
plans, or performance. Unless otherwise required by applicable law, we do not
undertake and we specifically disclaim any obligation to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
 
 3
  Part
I. Financial
Information
  Item
1. Financial Statements
  NUTRA PHARMA CORP.
 (A Development Stage
Company)
 Consolidated Balance
Sheets


December
31,
                                                                
                                                                
                                                                March 31,2008
                                                                
                                                                
                                                                2009(Unaudited)ASSETSCurrent
    assets:Cash
                                                                
                                                                $
                                                                50,910
                                                                
                                                                
                                                                $
                                                                57,551Accounts
      receivable
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                13,667Inventory
                                                                
                                                                
                                                                10,770
                                                                
                                                                
                                                                
                                                                10,770Prepaid
      expenses
                                                                
                                                                
                                                                27,468
                                                                
                                                                
                                                                
                                                                11,713Total current
      assets
                                                                
                                                                
                                                                89,148
                                                                
                                                                
                                                                
                                                                93,701Property and equipment,
      net
                                                                
                                                                
                                                                9,941
                                                                
                                                                
                                                                
                                                                8,550Other
assets
                                                                
                                                                
                                                                8,133
                                                                
                                                                
                                                                
                                                                8,133TOTAL
ASSETS
                                                                
                                                                $
                                                                107,222
                                                                
                                                                
                                                                $
                                                                110,384LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      liabilities:Accounts
      payable
                                                                
                                                                $
                                                                156,399
                                                                
                                                                
                                                                $
                                                                182,947Accrued
      expenses
                                                                
                                                                
                                                                849,856
                                                                
                                                                
                                                                
                                                                882,057Due to
    officers
                                                                
                                                                
                                                                1,557,301
                                                                
                                                                
                                                                
                                                                1,767,327Other loans
      payable
                                                                
                                                                
                                                                100,000
                                                                
                                                                
                                                                
                                                                100,300Total current
      liabilities
                                                                
                                                                
                                                                2,663,556
                                                                
                                                                
                                                                
                                                                2,932,631Stockholders'
      deficit:Common stock, $0.001 par value,
      2,000,000,000 shares authorized;211,276,482 shares issued and
      outstanding
                                                                
                                                                
                                                                211,277
                                                                
                                                                
                                                                
                                                                211,277Additional paid-in
      capital
                                                                
                                                                
                                                                21,503,591
                                                                
                                                                
                                                                
                                                                21,558,591(Deficit) accumulated during the
      development stage
                                                                
                                                                
                                                                (24,271,202
                                                                )
                                                                
                                                                
                                                                (24,592,115
                                                                )Total stockholders'
      deficit
                                                                
                                                                
                                                                (2,556,334
                                                                )
                                                                
                                                                
                                                                (2,822,247
                                                                )TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIT
                                                                
                                                                $
                                                                107,222
                                                                
                                                                
                                                                $
                                                                110,384




See the accompanying notes to the
financial statements.





4


NUTRA PHARMA
CORP.


(A Development Stage
Company)


Consolidated Statements of
Operations


(Unaudited)






Three
      Months Ended March 31,
                                                                            
                                                                            
                                                                            For
      thePeriod FromFebruary 1, 2000(Inception)Through2008
                                                                            
                                                                            
                                                                            2009
                                                                            
                                                                            
                                                                            March
      31,2009Sales
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            18,230
                                                                            
                                                                            
                                                                            $
                                                                            42,475Cost of
    sales
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            260
                                                                            
                                                                            
                                                                            
                                                                            4,789Gross
profit
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            17,970
                                                                            
                                                                            
                                                                            
                                                                            37,686Costs and
      expenses:General and
      administrative
                                                                            
                                                                            
                                                                            177,284
                                                                            
                                                                            
                                                                            
                                                                            277,342
                                                                            
                                                                            
                                                                            
                                                                            8,430,527Research and
      development
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            25,220
                                                                            
                                                                            
                                                                            
                                                                            1,765,457General and administrative - stock
      based compensation
                                                                            
                                                                            
                                                                            425,000
                                                                            
                                                                            
                                                                            
                                                                            20,000
                                                                            
                                                                            
                                                                            
                                                                            7,449,657Write-off of advances to potential
      acquiree
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            629,000Finance
    costs
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            786,000Interest
      expense
                                                                            
                                                                            
                                                                            15,689
                                                                            
                                                                            
                                                                            
                                                                            16,321
                                                                            
                                                                            
                                                                            
                                                                            469,935Amortization of license
      agreement
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            155,210Amortization of
      intangibles
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            656,732Losses on
      settlements
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            1,261,284Write-down of investment in
      subsidiary
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            620,805Equity in loss of unconsolidated
      subsidiary
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            853,540Write-off of investment in Portage
      BioMed
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            60,000Write-off of investment in
      Xenacare
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            175,000Net gain from deconsolidation of
      Receptopharm
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (1,081,095
                                                                            )Write-off of
      goodwill
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            2,397,749Total costs and
      expenses
                                                                            
                                                                            
                                                                            617,973
                                                                            
                                                                            
                                                                            
                                                                            338,883
                                                                            
                                                                            
                                                                            
                                                                            24,629,801Net loss
                                                                            
                                                                            $
                                                                            (617,973
                                                                            )
                                                                            
                                                                            $
                                                                            (320,913
                                                                            )
                                                                            
                                                                            $
                                                                            (24,592,115
                                                                            )Per share information - basic and
      diluted:Loss per common
      share
                                                                            
                                                                            $
                                                                            (0.01
                                                                            )
                                                                            
                                                                            $
                                                                            (0.00
                                                                            )Weighted average common shares
      outstanding
                                                                            
                                                                            
                                                                            87,318,319
                                                                            
                                                                            
                                                                            
                                                                            211,276,482




See the accompanying notes to the
financial statements.




5


NUTRA PHARMA
CORP.


(A Development Stage
Company)
 Consolidated Statements of Cash
Flows
 (Unaudited)


Three months ended March
      31,
                                                                                                          
                                                                                                          
                                                                                                          For thePeriod
      FromFebruary 1, 2000(Inception)Years
      EndedThrough2008
                                                                                                          
                                                                                                          
                                                                                                          2009
                                                                                                          
                                                                                                          
                                                                                                          March 31,
    2009Net cash (used in) operating
      activities
                                                                                                          
                                                                                                          $
                                                                                                          (186,328
                                                                                                          )
                                                                                                          
                                                                                                          $
                                                                                                          (277,359
                                                                                                          )
                                                                                                          
                                                                                                          $
                                                                                                          (6,941,565
                                                                                                          )Cash flows from investing
      activities:Cash reduction due to
      deconsolidation of Infectech
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,997
                                                                                                          )Cash reduction due to
      deconsolidation of Receptopharm
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1,754
                                                                                                          )Cash acquired in acquisition of
      Infectech
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,004Cash acquired in acquisition of
      Receptopharm
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          40,444Acquisition of property and
      equipment
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (96,029
                                                                                                          )Loan to
      Receptopharm
                                                                                                          
                                                                                                          
                                                                                                          (250,000
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (300,000
                                                                                                          )Investments carried at
      cost
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (235,000
                                                                                                          )Net cash (used in) investing
      activities
                                                                                                          
                                                                                                          
                                                                                                          (250,000
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (592,332
                                                                                                          )Cash flows from financing
      activities:Common stock issued for
      cash
                                                                                                          
                                                                                                          
                                                                                                          373,500
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          35,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,643,000Proceeds from convertible
      loans
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          304,750Proceeds from notes
      payable
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          100,000Repayment of stockholder
      loans
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (108,750
                                                                                                          )Loans from
      stockholders
                                                                                                          
                                                                                                          
                                                                                                          55,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          249,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,652,448Net cash provided by financing
      activities
                                                                                                          
                                                                                                          
                                                                                                          428,500
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          284,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          7,591,448Net increase (decrease) in
      cash
                                                                                                          
                                                                                                          
                                                                                                          (7,828
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          6,641
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          57,551Cash - beginning of
      period
                                                                                                          
                                                                                                          
                                                                                                          122,810
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          50,910
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Cash - end of
      period
                                                                                                          
                                                                                                          $
                                                                                                          114,982
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          57,551
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          57,551Supplemental Cash Flow
      Information:Cash paid for
      interest
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -Cash paid for income
      taxes
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -Non-cash investing and financing
      activities:Assumption of obligation under
      license agreement
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          1,750,000Value of shares issued as
      consideration inacquisition of Nutra Pharma,
      Inc.
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          112,500Payments of license fee obligation
      by stockholder
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          208,550Conversion of stockholder loan to
      common stock
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          862,012Loan advances to Bio Therapeutics,
      Inc.by
    stockholder
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          629,000Value of common stock issued as
      considerationin acquisition of Infectech,
      Inc.
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          4,486,375Liabilities assumed in acquisition
      of Infectech, Inc.
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          115,586Cancellation of common
      stock
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          14,806Value of common stock issued by
      stockholderto third party in connection with
      settlement
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          229,500Value of common stock issued by
      stockholderto employee for services
      rendered
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          75,000Net deferred taxes recorded in
      connectionwith
      acquisition
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          967,586Notes payable settled with common
      stock
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          98,000Settlement of stockholder loan in
      exchangefor common stock of
      subsidiary
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          1,384,931Settment of debt with common
      stock
                                                                                                          
                                                                                                          $
                                                                                                          1,200,000
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          1,406,750Expenses paid by
      stockholder
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          119,140Value of common stock issued for
      the acquisitionof
    Receptopharm
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          1,050,000


See the accompanying notes to the
financial statements.




6


Nutra
Pharma Corp.
 Notes to
Consolidated Unaudited Financial Statements
 March 31,
2009


1. BASIS
OF PRESENTATION
 
 The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles (GAAP) for interim financial
information and Rule 8.03 of Regulation SX. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of
December 31, 2008 and 2007, and for the years then ended, including notes
thereto included in the Company’s Form 10-K.
 
 The
accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expense. Actual results may differ from
these estimates.
 
 Principles
of Consolidation
 
 The
consolidated financial statements presented herein include the accounts of Nutra
Pharma and its subsidiaries, Designer Diagnostics Inc. and Receptopharm Inc.
(collectively, the “Company”). All intercompany balances and transactions have
been eliminated in consolidation.
 
 Income
(Loss) per Share
 
 The
Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, “Earnings per Share.” Basic
earnings (loss) per share, is calculated by dividing net income
(loss) by the weighted average number of common shares outstanding for the
period. Diluted earnings (loss) per share, is calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive common
stock equivalents outstanding. During periods in which the Company incurs
losses, common stock equivalents, if any, are not considered, as their effect
would be anti dilutive.
 
 Use of
Estimates
 
 The
accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America which require
management to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expense. Actual results may differ from
these estimates.
 
 2. BASIS
OF REPORTING
 
 The
Company’s financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. At March 31, 2009, the Company had negative working
capital of $2,838,930 and an accumulated deficit of $24,592,115. In addition,
the Company has no significant revenue generating operations.
 
 The
Company’s ability to continue as a going concern is contingent upon its ability
to secure additional financing, increase ownership equity, and attain profitable
operations. In addition, the Company’s ability to continue as a going concern
must be considered in light of the problems, expenses and complications
frequently encountered in established markets and the competitive environment in
which the Company operates.
 
 The
Company is pursuing financing for its operations and seeking additional
investments. In addition, the Company is seeking to establish a revenue base.
Failure to secure such financing or to raise additional equity capital and to
establish a revenue base may result in the Company depleting its available funds
and not being able to pay its obligations.
 
 The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
 7
 Nutra
Pharma Corp.
 Notes to
Consolidated Unaudited Financial Statements
 March 31,
2009
 3. DUE TO
OFFICERS
 
 During
the three months ended March 31, 2009, the Company borrowed an additional
$249,000 from its President, Rik Deitsch, increasing the total amount owed under
to Mr. Deitsch to $1,518,008.  This demand loan is unsecured and bears
interest at a rate of 4.0%.  Included in the amount owed to Mr.
Deitsch is $168,394 of accrued interest.
 
 4.
STOCKHOLDERS’ DEFICIT
 
 From January 1 throughMarch 31, 2009, the Company completed private
placements of restricted shares of its common stock, whereby it sold an
aggregate of1,400,000shares at a price per share of
$0.025.The Company received proceeds of
$35,000in connection with the sale of these
shares.At March
31, 2009 these shares had not yet been issued.
 
 The Company also granted one (1) warrant
for each share sold which gives the investor the right to purchase one (1)
additional share until December 31, 2012 at an exercise price of $0.10 per
share.
 
 5. STOCK
BASED COMPENSATION
 
 During the period ended
March31, 2009, the Company’s Board of Directors
authorized the issuance of an aggregate of 1,000,000 shares of its restricted
common stock in exchange for services rendered, as follows:
 
 500,000 shares to each oftwoconsultants
 
 The shares described above were valued
at $0.02per share which was the fair market
value of the Company’s common stock on the date of grant.  The Company
recorded stock based compensation of $20,000 in connection with the issuance of these
shares.  At March 31, 2009 these shares had not yet been
issued.
 
 6. STOCK
OPTIONS
  A summary
of stock options and warrants is as follows:
 
 Number
                            of
      shares
                          
                          
                          Weighted
                            average
                            exercise
      price
                          
                          
                          Weighted
                            average
                            fair
      valueBalance
      December 31, 2008
                          
                          
                          21,440,000
                          
                          
                          $
                          0.12
                          
                          
                          $
                          0.00Exercised
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Issued
                          
                          
                          1,400,000
                          
                          
                          $
                          0.10
                          
                          
                          $
                          0.00Forfeited
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Balance
      March 31, 2009
                          
                          
                          22,840,000
                          
                          
                          $
                          0.12
                          
                          
                          $
                          0.00
 
 The
following table summarizes information about fixed-price stock options and
warrants:
 Exercise
                                  Price
                              
                              Weighted
                                  Average
                                  Number
                                  Outstanding
                              
                              
                              Weighted
                                  Average
                                  Contractual
                                  Life
                              
                              
                              Weighted
                                  Average
                                  Exercise
                                  Price$0.10
                              
                              
                              19.840.000
                              
                              
                              
                              4.60
      years
                              
                              
                              $
                              .10$0.20
                              
                              
                              1,000,000
                              
                              
                              
                              1.75
      years
                              
                              
                              
                              .20$0.27
                              
                              
                              2,000,000
                              
                              
                              
                              2.00
      years
                              
                              
                              $
                              .2722,840,000
 All
options are vested and exercisable.
 7.
CONTINGENCIES
  On August 18,
2006, ReceptoPharm, our wholly owned subsidiary as of April 2008, was named as a
defendant in Patricia
Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc., Index No.:
18247/06 (New York Supreme Court, Queens County). The original proceeding
claimed that ReceptoPharm owed the Plaintiffs, including Patricia Meding, a
former ReceptoPharm officer and shareholder and several corporations that she
claims to own, the sum of $118,928.15 plus interest and counsel fees on a series
promissory notes that were allegedly executed in 2001 and 2002. On August 23,
2007, the Queens County New York Supreme Court issued a decision denying
Plaintiff’s motion for summary judgment in lieu of a complaint, concluding that
there were issues of fact concerning the enforceability of the promissory notes.
On May 23, 2008, the Plaintiffs filed an amended complaint in which they
reasserted their original claims and asserted new claims. The Plaintiffs amended
complaint seeks damages of no less than $768,506 on their claims, and now
alleges that in or about June 2004 ReceptoPharm breached its fiduciary duty to
the Plaintiffs as shareholders of ReceptoPharm by wrongfully canceling certain
of their purported ReceptoPharm share certificates. ReceptoPharm has filed an
answer denying the material allegations of the amended complaint and has
asserted a series of counterclaims against the Plaintiffs alleging claims for
declaratory judgment, fraud, breach of fiduciary duty, conversion and unjust
enrichment as a result of the promissory notes. Discovery in this matter has
just started. We intend to vigorously contest this matter.
  8
 Nutra
Pharma Corp.
 Notes to
Consolidated Unaudited Financial Statements
 March 31,
2009
 8.
SUBSEQUENT EVENTS
 
 On April
1, 2009, the Company issued 1,400,000 shares of common stock that were
subscribed for during the quarter ended March 31, 2009 (See Note
4).
 
 On April
1, 2009, the Company issued an aggregate of 1,000,000 shares of common stock to
two consultants.  These shares were granted during the quarter ended
March 31, 2009 (See Note 5).
 
 From
April 1 through May 15, 2009, the Company’s president Rik Deitsch loaned an
additional $56,000 to the Company for working capital purposes.  As a
result of these additional loans and accrued interest from April 1
through May 15, 2009, the Company owed Mr. Deitsch $1,579,235 as of May 15,
2009.




9




Item
1A.  Risk Factors
 
 As a
Smaller Reporting Company, we are not required to provide the information
required by this item; however, our disclosure under Forward Looking Statements
above on page 3 of this report contains various risks that we are subject
to.
 
 Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations/Plan of Operations
 
 This
section must be read in conjunction with our unaudited Financial Statements and
accompanying notes included in Item 1 above.
 
 Management’s
Discussion
 
 Liquidity and Capital
Resources
 
 Our
independent registered public accounting firm issued a going concern opinion on
our audited financial statements for the fiscal year ended December 31, 2008. We
have experienced recurring net losses and at March 31,  2009, we had
an accumulated deficit of $24,592,115 and negative working capital of
$2,838,930.   Additionally, we have no significant revenue
generating operations. As mentioned above, our ability to continue as a going
concern is contingent upon our ability to secure additional financing, increase
ownership equity, and attain profitable operations. In addition, our ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered in established markets and the
competitive environment in which we operate. Should we fail to secure adequate
financing or establish a sufficient revenue base to sustain our operations, we
may deplete our available funds and be unable to pay our
obligations.
 
 10
  We have
estimated expenses of $2,575,000 pertaining to our twelve month Plan of
Operations or $214,583 of monthly expenditures. Based on our current cash
position, we  have insufficient funds to accomplish our operational
objectives for even one month.   Our ability to meet these
expenses is dependent upon our ability to raise additional capital or our
management loaning us sufficient funds to meet our expenses.
 
 We will
attempt to satisfy our estimated cash requirements for our twelve month Plan of
Operations through the sale of Designer Diagnostics’ test kits and revenue
obtained from ReceptoPharm’s clinical research services; however, if our
revenues fail to achieve adequate levels to provide for our operations, we will
have to raise additional capital through a divestiture of assets, a private
placement of our equity securities or, if necessary, possibly through
shareholder loans or traditional bank financing or a debt offering; however,
because we are a development stage company with a limited operating history and
a poor financial condition, we may be unsuccessful in accomplishing any such
financing. .
 
 We have
no alternative Plan of Operations. In the event that we do not obtain adequate
financing to complete our Plan of Operations or if we do not adequately
implement an alternative plan of operations that enables us to conduct
operations without having received adequate financing, we may have to liquidate
our business and undertake any or all of the following actions:
  
              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.
  Based
upon our current assets, however, we will not have the ability to distribute any
cash to our shareholders. If we have any liabilities that we are unable to
satisfy and we qualify for protection under the U.S. Bankruptcy Code, we may
voluntarily file for reorganization under Chapter 11 or liquidation under
Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy
action against us. If our creditors or we file for Chapter 7 or Chapter 11
bankruptcy, our creditors will take priority over our shareholders. If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any.
  We do not
know and cannot determine which, if any, of these actions we will be forced to
take. If any of these foregoing events occur, you could lose your entire
investment in our shares.
  11
  Results of Operations – Comparison of Three
Month Periods ending March 31, 2008 and March 31, 2009
    General
and administrative expenses increased by $100,058 or 36% from $177,284 for the
quarter ended March 31, 2008 to $277,342 for the quarter ended March 31, 2009.
This increase  is due primarily to  additional expenses
associated with ReceptoPharm’s operations.
  We
incurred a net loss of $320,913 during the 3 month period ending March 31, 2009
compared to a net loss of $617,973 for the comparable 2008
period.   This $297,060 or 48% decrease in net loss is primarily
attributable to decreased stock compensation for services during the 3 month
period ending March 31, 2009 period compared to the 3 month period ending March
31, 2008 period.
 
 We had a
working capital and stockholders’ deficit at March 31, 2009 of $2,838,930 and
$2,822,247, respectively.   Our operations have been largely
reliant upon receiving loans from our Chief Executive Officer.  During
the three month period ended March 31, 2009, we borrowed an additional $249,000
from our President.  At December 31, 2008 and at March 31, 2009, we
were indebted to our Chief Executive Officer in the amount of $1,255,448 and
$1,518,008, respectively.  These funds have enabled us to continue our
operations.
 
 Uncertainties and
Trends
  Our
operations and possible revenues are dependent now and in the future upon the
following factors:
  
              Whether
      we successfully develop and commercialize the products from our research
      and development activities.
  
              If
      we fail to compete effectively in the intensely competitive biotechnology
      area, our operations and market position will be negatively
      impacted.
  
              If
      we fail to successfully execute our planned partnering and out-licensing
      of products or technologies, our future performance will be adversely
      affected.
  
              The
      recent economic downturn and related credit and financial market crisis
      may adversely affect our ability to obtain financing, conduct our
      operations and realize opportunities to successfully bring our
      technologies to market.
  
              Biotechnology
      industry related litigation is substantial and may continue to rise,
      leading to greater costs and possible unpredictable
      litigation.
  
              If
      we fail to comply with extensive legal/regulatory requirements affecting
      the healthcare industry, we will face increased costs, and possibly
      penalties and business losses.
  12
 Off-Balance
Sheet Arrangements
 
 We have
not entered into any transaction, agreement or other contractual arrangement
with an entity unconsolidated with us under whom we have:
 
 
              an
      obligation under a guarantee contract;
              a
      retained or contingent interest in assets transferred to the
      unconsolidated entity or similar arrangement that serves as credit,
      liquidity or market risk support to such entity for such
      assets;
              any
      obligation, including a contingent obligation, under a contract that would
      be accounted for as a derivative instrument,
or;
  
              any
      obligation, including a contingent obligation, arising out of a variable
      interest in an unconsolidated entity that is held by us and material to us
      where such entity provides financing, liquidity, market risk or credit
      risk support to, or engages in leasing, hedging or research and
      development services with us.
 
 We do not
have any off-balance sheet arrangements or commitments that have a current or
future effect on its financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures, or
capital resources that is material, other than those which may be disclosed in
this Management’s Discussion and Analysis of Financial Condition and the audited
Consolidated Financial Statements and related notes.
 
 PLAN OF
OPERATIONS
 
 Pending
adequate financing, we plan on spending total estimated expenses of $2,575,000
for the next 12 months, which will include: (a) $380,000 pertaining directly to
our operations; (b) $120,000 pertaining to the operations of our subsidiary,
Designer Diagnostics and (c) $2,075,000 pertaining to the operations of our
subsidiary, ReceptoPharm. Our Plan of Operations does not involve: (a) any
expected purchase or sale of a plant or significant equipment; and/or (b) any
expected significant changes in the number of our employees.
  EXPENSES
PERTAINING TO OUR OPERATIONS
  Type
      of Expenditure
                          
                          Total
                            Expenditure
                          
                          
                          Monthly
                            ExpenditureSalaries*
                          
                          $
                          175,000
                          
                          
                          $
                          14,583Travel
      related expenses for our Chief Executive Officer pertaining to research
      and due diligence
                          
                          
                          40,000
                          
                          
                          
                          3,333Professional
      Fees -Legal and Accounting
                          
                          
                          165,000
                          
                          
                          
                          13,750Total
                          
                          $
                          380,000
                          
                          
                          $
                          31,666
 
 *
Salaries include the following: (a) Chief Executive Officer - $130,000; and (b)
Administrative Assistant - $45,000
  13
  FUNDING
OF RECEPTOPHARM, INC.
 
 Type
      of Expenditure
                        
                        Total
                          Expenditure
                        
                        
                        Monthly
                          ExpenditureSalaries
                        
                        $
                        350,000
                        
                        
                        $
                        29,167Clinical
      Trial expenses
                        
                        
                        1,045,000
                        
                        
                        
                        87,083R
      & D Expenses
                        
                        
                        394,000
                        
                        
                        
                        32,833Cost
      of raw materials and production
                        
                        
                        236,000
                        
                        
                        
                        19,667Operating
      Expenses (Rent, Supplies, Utilities, etc..)
                        
                        
                        50,000
                        
                        
                        
                        4,167Total
                        
                        $
                        2,075,000
                        
                        
                        $
                        172,917
 
 FUNDING
OF DESIGNER DIAGNOSTICS, INC.
 
 Type of Expenditure
                        
                        Total
                          Expenditure
                        
                        Monthly
                          ExpenditureOperating Expenses (Rent, supplies, utilities)
                        
                        $
                        50,000
                        
                        
                        $
                        4,167Salaries (President)
                        
                        
                        70,000
                        
                        
                        
                        5,833Total:
                        
                        $
                        120,000
                        
                        
                        $
                        10,000
 
 OUR PLAN
OF OPERATIONS TO DATE:
  To date,
we have accomplished the following in our Plan of Operations:
  •
                In
      approximately October 2005, we completed pre-clinical studies with various
      companies that ReceptoPharm has agreements with pertaining to
      ReceptoPharm’s Multiple Sclerosis (MS) and HIV drugs, which consist of (a)
      and (b) below:
  •
                  MS
      Drug under Development (RPI-78M) - ReceptoPharm conducted microarray and
      histoculture studies and related analysis of the cells of Multiple
      Sclerosis patients to ascertain how RPI-78M affected 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. We
      measured the effect of RPI-78M on gene expression using cDNA microarray
      technology to identify any potentially unique changes in gene expression
      that may be caused by RPI-78M. After statistical evaluation of the data,
      the researchers found more than sixty genes with significant changes in
      expression as compared to the control. In analyzing the affected genes, at
      least thirty of them may have a specific role in the progression of the
      disease and symptoms of MS;
and
  •
                    HIV
      Drug under Development (RPI-MN) - Viral isolates are common mutations of
      HIV. ReceptoPharm, through an agreement with the University of California,
      San Diego, conducted research to study the effect of ReceptoPharm’s drug
      under development on different viral isolates to determine the drug’s
      efficacy in mutated forms of the HIV virus. The ability of the HIV virus
      to establish resistance to therapeutic drugs through genetic mutation is a
      major concern in the treatment of HIV/AIDS. HIV does not always make
      perfect copies of itself. With billions of viruses being made every day,
      lots of small, random differences can occur. The differences are called
      mutations and these mutations can prevent drugs from working effectively.
      When a drug no longer works against HIV, this is called drug resistance
      and the virus with the mutation is considered to be ‘resistant’ to the
      drug. With the increasing number of drug-resistant patients, it is of
      great importance in the development of new HIV/AIDS therapeutics that they
      will be effective against HIV of known resistance characteristics. The
      inhibition of multi-resistant HIV-1 strains by RPI-MN preparations was
      investigated at the La Jolla Institute of Molecular Medicine. The results
      from these trials indicate that the drug is effective against
      drug-resistant strains of
HIV.
  14
  •
                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, and the remaining 18 patents
      that protect the diagnostics test kit
  technology.
  •
                In
      February 2006, we completed the initial funding of ReceptoPharm in the
      amount of $2,000,000.
  •
                In
      January 2006, we established Designer Diagnostics to sell NonTuberculois
      Mycobacterium test kits.
  •
                  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.
  •
                    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.
  •
                      From
      March and April of 2006, ReceptoPharm published two clinical trials on the
      use of their technology for the treatment of
  pain.
  •
                        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.
  •
                          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.
  •
                            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.
  •
                                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.
 15
  •
                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 each with a
      primary duration of 3-4
months.
  •
                  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 Nan gene 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.
  •
                            During
      April 2007, ReceptoPharm completed its initial discussions with Zhong Xin
      Dong Tai Co., Ltd (“Nanogene Biotechnology”) to develop RPI-MN for the
      China market. RPI-MN is ReceptoPharm’s drug candidate being researched for
      the treatment of HIV/AIDS and other viral disorders. According to a signed
      Memorandum of Understand between ReceptoPharm and Nanogene Biotechnology.
      ReceptoPharm will need to confirm safety and efficacy of RPI_MN by
      completing pre-clinical studies at Soochow University located in China.
      Nanogene Biotechnology will provide the drug raw material and ReceptoPharm
      will modify the products and provide the proper study protocols. Upon
      successful completion of the pre-clinical studies, ReceptoPharm and
      Nanogene Biotechnology will proceed with clinical trials aimed at gaining
      full regulatory approval in
China.
  •
                              On
      May 2, 2007, Designer Diagnostics announced that it would conduct clinical
      trials for their Tuberculosis and NonTuberculois Mycobacterium diagnostic
      test kits at the National Jewish Medical and Research Center in Denver,
      Colorado. The purpose of the clinical trials are to validate the efficacy
      of the test kits for use with Tuberculosis and Non-Tubernulosis
      Mycobacterium patients as well as for environmental testing. The clinical
      trials for Designer Diagnostics are the final step required by the FDA
      prior to applying for FDA regulatory approval of the test kits. The
      studies are ongoing with plans to complete testing throughout
      2008.
  •
                                During
      May 2007, Designer Diagnostics completed the an upgrade of its
      Tuberculosis diagnostic test kits enabling such the test kits to show more
      rapid and reliable results.
  •
                                  During
      July 2007, ReceptoPharm successfully completed enrollment in its phase llb
      human clinical trial for the treatment of
  AMN.
 16
  •
                In
      August of 2007, ReceptoPharm successful results on the use of their
      technology for the treatment of pain. The latest data demonstrated that
      RPI-78 was as effective as morphine at blocking pain signals in that part
      of the brain that signals the presence of pain. It was also confirmed that
      the drug did not use an opioid mechanism. Moreover, the duration of
      RPI-78’s effect was superior to
  morphine’s.
  •
                  In
      November 2007, the Designer Diagnostics test kit technology was showcased
      at the 38th Union World Conference on Lung Health in South Africa. The
      test kits were used to isolate NTM from clinical samples of 300 AIDS
      patients and for the first time ever on the Indian subcontinent, M.
      Wolinskyi was successfully isolated in clinical samples. In addition,
      these test kits were also used for the first time to isolate NTM from soil
      and water samples collected from the environment of patients with NTM
      disease.
  •
                In
      November 2007, Designer Diagnostics was featured in an article published
      in the International Journal of TB and Lung Diseases. The article, which
      was authored by leading NonTuberculous Mycobacterium (NTM) research
      scientist, Dr. Rahul Narang, covered Designer Diagnostics’ paraffin
      culture technology to isolate
NTM.
  •
                In
      December 2007, ReceptoPharm successfully completed its six-month patient
      crossover in the Phase IIb/IIIa clinical trial for the treatment of
      Adrenomyeloneuropathy (AMN).
  •
                  On
      December 27, 2007 the Company expanded its licensing agreement with
      NanoLogix, Inc., to include intellectual property for the use of testing
      the environment for NonTuberculous Mycobacterium
    (NTM).
  •
                    In
      February 2008, Designer Diagnostics started marketing the first-ever
      environmental test kit for the detection of Nontuberculous Mycobacteria
      (NTM) in water and soil.
 •
                      On
      April 10, 2008, we completed the acquisition of ReceptoPharm through our
      purchase of their remaining 61.9% interest. ReceptoPharm is now our wholly
      owned subsidiary and will act as our Drug Discovery
      division.
  •
                        During
      July 2008, ReceptoPharm successfully completed the Phase IIb/IIIIa
      clinical trial or its drug candidate for neurological and autoimmune
      disorders, RPI-78M as a treatment for
  AMN.
  •
                          During
      August 2008, ReceptoPharm renewed its collaborative agreement with the
      Centers for Disease Control and Prevention to study RPI-78M and RPI-MN for
      a possible therapy for
Rabies.
  •
                            During
      August 2008, ReceptoPharm reported initial positive safety data from its
      Phase IIb/IIIIa clinical study of RPI-78M for treating
      AMN.
  17
  •
              During
      November 2008, we announced that ReceptoPharm will provide RPI-78M under
      compassionate release to patients previously enrolled in the Phase
      IIb/IIIa clinical study of
AMN.




•
              During
      December 2008, we announced that ReceptoPharm has received an agreement
      from an Ireland based biotechnology firm, Celtic Biotech, Ltd, to provide
      GMP certified drug production of CB-24 for Celtic Biotech’s upcoming
      European trial for the treatment of
  cancer
  •
              In
      February 2009, ReceptoPharm filed a patent application with the United
      States Patent and Trademark Office for the use of RPI-78 as a novel method
      for treating arthritis in
humans.




•
            In
      February 2009, ReceptoPharm, in collaboration with Soochow University in
      China published positive data from its recent animal studies on the use of
      RPI-78 (Cobratoxin) as a method for treating
    arthritis.




•
            In
      March 2009, ReceptoPharm’s clean room manufacturing and laboratory
      facility achieved ISO class 5 certification from Biotec, a UK-based firm
      specializing in European clinical drug import and
      distribution.




•
              During
      the quarter ending March 31, 2009, we began generating revenue from
      ReceptoPharm’s clinical research
services.




OUR
TWELVE-MONTH PLAN OF OPERATIONS PENDING ADEQUATE FINANCING




We intend
to accomplish the following regarding our Plan of Operations over the next
twelve months.





Designer
Diagnostics, Inc.




Designer
Diagnostics’ NTM Test Kits are now being marketed and will continue to be
marketed to a global audience, including:





              Hospitals;
  
              Pharmaceutical
      companies;
 
                Biotechnology
      companies;



            Medical
      device distributors;





            Governmental
      organizations;





            Environmental
      testing facilities; and





            Government
      water and soil testing facilities at the local, state and federal
      levels.




Over the
next twelve months, Designer Diagnostics will attempt to distribute the test
kits to the above companies and organizations. Our first sales occurred during
our second quarter of 2006 with limited sales throughout 2007 and 2008. Our
sales efforts during 2007 and 2008 have been inhibited by the necessity for FDA
validation prior to active marketing in United States based markets. These
markets include the CDC (Centers for Disease Control and Prevention) and the WHO
(World Health Organization). Researchers at National Jewish Hospital in Denver,
Colorado who are currently validating Designer Diagnostics’ TB and NTM Test
Kits. This research has been protracted due to budget restrictions at the
hospital as well as our own limited funding. We currently anticipate the
completion of this research and regulatory filing by the fourth quarter of
2009.




18




Additionally,
the test kits are now utilized for environmental analysis for the presence of
NTM in the water and/or soil. This allows investigators to easily find the
source of contamination and may greatly reduce NTM infections and
outbreaks.  When and if sales of the test kits exceed our
operating budget, we will use the test kit proceeds to fund drug research and
clinical studies in the area of MS and HIV.




Designer
Diagnostics’ President will attempt to develop a distribution network and
actively market the test kits to supply administrators of companies and/or
governmental organizations in the following markets: hospitals; pharmaceutical;
biotechnology; medical device distributors. Designer Diagnostics will also
attempt to acquire other medical diagnostic products to develop that same
distribution market. Designer Diagnostic’s President will also seek license
agreements to develop revenue streams consisting of drug discovery, drug
development, and new medical device technologies.




ReceptoPharm




Clinical
Studies




In
January of 2007, ReceptoPharm began their clinical study in AMN.  AMN
is a genetic disorder that affects the central nervous system. The disease
causes neurological disability that is slowly progressive over several decades.
Throughout our twelve month Plan of Operations and for 3 months thereafter,
ReceptoPharm plans to conduct clinical studies of its AMN drug. The study is
underway and completed its patient recruitment process and is being conducted by
the Charles Dent Metabolic Unit located in London, England to conduct a clinical
study that provides for:





              Recruitment
      of 20 patients with AMN;
  
                Administering
      ReceptoPharm’s AMN drug under development;
  and
  
                  Monitoring
      patients throughout a 15-month
protocol.




The
clinical study is classified as a Phase IIb/IIIa study and is the final step
required for regulatory approval of the drug.




In the
areas of HIV and MS, ReceptoPharm plans to complete preclinical studies of its
MS drug under development over the next 12 months. These include toxicology
studies as well as pharmacokinetic studies required for regulatory approval.
ReceptoPharm also plans to conduct clinical studies of its HIV and MS drugs
under development. These "Phase II" studies will either prove or disprove the
preliminary efficacy of ReceptoPharm's' HIV/MS drugs under development.
ReceptoPharm is in the process of attempting to secure agreements with third
parties to conduct such clinical studies.




We have
estimated expenses of $2,575,000 pertaining to our twelve month Plan of
Operations or $214,583 of monthly expenditures. Based on our current cash
position, we do not have enough funds to accomplish our operational plan. Our
ability to meet these expenses is dependent upon our ability to raise additional
capital or our management loaning us sufficient funds to meet our
expenses.





We will
attempt to satisfy our estimated cash requirements for our twelve month Plan of
Operations through the sale of Designer Diagnostics’ test kits; however, if
sales do not achieve adequate levels to provide for our operations, we will be
have to raise additional capital through divestiture of assets, a private
placement of our equity securities or, if necessary, possibly through
shareholder loans or traditional bank financing or a debt offering; however,
because we are a development stage company with a limited operating history and
a poor financial condition, we may be unsuccessful in obtaining shareholder
loans, conducting a private placement of equity or debt securities, or in
obtaining bank financing. In addition, if we only have nominal funds by which to
conduct our operations, we may have to curtail our research and development
activities, which will negatively impact development of our possible
products.




19




Item
3. Quantitative and Qualitative Disclosures About Market Risk





Not
applicable





Item
4T. Controls and Procedures




As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(“Exchange Act) we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures. This evaluation was
carried out under the supervision of our Chief Executive Officer who is also our
Principal Financial and Accounting Officer. Following this inspection, this
officer concluded that our disclosure controls and procedures were effective as
of March 31, 2009, the end of the period covered by this
report.   There have been no changes in our internal controls or
in other factors, which have materially affected, or are reasonably likely to
materially affect, internal controls subsequent to the date of the
evaluation.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer, who also acted as our Principal Financial Officer as appropriate, to
allow timely decisions regarding required disclosure.





PART
II. OTHER
INFORMATION





Item 1. Legal Proceedings





On August
18, 2006, ReceptoPharm, our wholly owned subsidiary as of April 2008, was named
as a defendant in Patricia Meding, et. al. v.
ReceptoPharm, Inc. f/k/a Receptogen, Inc., Index No.: 18247/06 (New York
Supreme Court, Queens County). The original proceeding claimed that ReceptoPharm
owed the Plaintiffs, including Patricia Meding, a former ReceptoPharm officer
and shareholder and several corporations that she claims to own, the sum of
$118,928.15 plus interest and counsel fees on a series promissory notes that
were allegedly executed in 2001 and 2002. On August 23, 2007, the Queens County
New York Supreme Court issued a decision denying Plaintiff’s motion for summary
judgment in lieu of a complaint, concluding that there were issues of fact
concerning the enforceability of the promissory notes. On May 23, 2008, the
Plaintiffs filed an amended complaint in which they reasserted their original
claims and asserted new claims. The Plaintiffs amended complaint seeks damages
of no less than $768,506 on their claims, and now alleges that in or about June
2004 ReceptoPharm breached its fiduciary duty to the Plaintiffs as shareholders
of ReceptoPharm by wrongfully canceling certain of their purported ReceptoPharm
share certificates. ReceptoPharm has filed an answer denying the material
allegations of the amended complaint and has asserted a series of counterclaims
against the Plaintiffs alleging claims for declaratory judgment, fraud, breach
of fiduciary duty, conversion and unjust enrichment as a result of the
promissory notes. Discovery in this matter has just started. We intend to
vigorously contest this matter.




There are
no other legal proceedings that occurred during our Fiscal Quarter ending March
31, 2009 that are reportable.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





During the 3 month period ended March
31, 2009, we sold an aggregate of 1,400,000 shares of our common stock to1accredited investor at a price per
share of $0.025 for total proceeds of
$35,000.  Additionally, we granted to  theoneaccredited,one (1) warrant for each share sold
providing each such accredited investor the right to purchase one (1) additional
share until December 31, 2012 at an exercise price of $0.10 per
share.




20




During the 3 month period ended March 31,
2009, we issued 500,000 each to two consultants in exchange for services
rendered to us.  The shares issued to these consultants were valued at
$0.02 per share,  which was the fair market value of our common stockon the date of grant.




We relied
upon Sections 4(2) and 4(6) of the Securities Act of 1933, as amended ("the
Act") in connection with the above issuances of the securities. We believed
Sections 4(2) and 4(6) were available because:





            We
      are not and were not a blank check company at the time of the offer or
      sale;






            The
      investors had business experience and were accredited investors as defined
      by Rule 501 of Regulation D of the
Act;





            All
      offers and sales of the investment were made privately and no party
      engaged in any general solicitation or advertising of the proposed
      investment;






            Each
      investor had a preexisting social, personal or business relationship with
      us and members of our management;






            The
      investors were provided with all information sufficient to allow them to
      make an informed investment
decision;






            The
      investors had the opportunity to inspect our books and records and to
      verify statements made to induce them to
invest;






            The
      securities representing the investment were issued with a restrictive
      legend indicating the securities represented by the certificate have not
      been registered; and






            No
      party received any transaction-based compensation such as commissions in
      regard to locating any investor for the
venture




Item
3. Defaults Upon Senior Securities





None





Item
4. Submission of Matters to a Vote of Security Holders





None





Item 5. Other Information




None




Item 6. Exhibits





Exhibit No.
              
              Title31.1
              
              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.




21





SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




Dated:
      May 20, 2009NUTRA
      PHARMA CORP.Registrant/s/
      Rik J. DeitschRik
      J. DeitschChief
      Executive Officer/Principal Financial Officer




22