**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934.





For
      the
      quarterly period ended September 30, 2007





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from _________ to ________





Commission
      file number 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)







(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





As
      of
      November 14, 2007, there were 81,895,682 shares of common stock issued and
      outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x







TABLE
      OF
      CONTENTS





PART
                I. FINANCIAL INFORMATIONItem
                1. Financial StatementsConsolidated
                Balance Sheet as of September 30, 2007 (Unaudited)
            1Consolidated
                Statements of Operations for the three and nine months
                endedSeptember
                30, 2007 and 2006 (Unaudited)
            2Consolidated
                Statements of Cash Flows for the nine months endedSeptember
                30, 2007 and 2006 (Unaudited)
            3Notes
                to Unaudited Consolidated Financial Statements
            4Item
                2. Management’s Discussion and Analysis of Financial Condition or Plan of
                Operations
            10Item
                3. Controls and Procedures
            17PART
                II. OTHER INFORMATIONItem
                1. Legal Proceedings
            17Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            18Item
                3. Defaults Upon Senior Securities
            18Item
                4. Submission of Matters to a Vote of Security Holders
            18Item
                5. Other Information
            19Item
                6. Exhibits
            19SIGNATURES
            19







NUTRA
        PHARMA CORP.


(A
        Development Stage Company)
 Consolidated
        Balance Sheet - Unaudited
 September
        30, 2007
  ASSETSCurrent
                  assets:Cash
              
              $
              355Inventory
              
              
              11,425Total
                  current assets
              
              
              11,780Other
                  assets
              
              
              9,950TOTAL
                  ASSETS
              
              $
              21,730LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)Current
                  liabilities:Accounts
                  payable
              
              $
              58,345Accrued
                  expenses
              
              
              21,000Due
                  to officers
              
              
              1,765,663Other
                  loans payable
              
              
              100,000Total
                  current liabilities
              
              
              1,945,008Stockholders'
                  (deficit):Common
                  stock, $0.001 par value, 2.0 billion sharesauthorized;
                  81,895,682 shares issued and outstanding
              
              
              81,896Additional
                  paid-in capital
              
              
              17,954,473(Deficit)
                  accumulated during the development stage
              
              
              (19,959,647
              )Total
                  stockholders' (deficit)
              
              
              (1,923,278
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' (DEFICIT)
              
              $
              21,730






See
      the accompanying notes to the financial statements.




1


NUTRA
        PHARMA CORP.


(A
        Development Stage Company)
 Consolidated
        Statements of Operations - Unaudited
  For
                  thePeriod
                      FromFebruary
                      1,2000(Inception)Three
                  Months EndedSeptember 30,
              
              Nine
                  Months EndedSeptember 30,
              
              ThroughSeptember
                  30,2006
              
              2007
              
              2006
              
              2007
              
              2007Sales
              
              $
              400
              
              $
              -
              
              $
              20,200
              
              $
              -
              
              $
              20,200Cost
                  of sales
              
              
              66
              
              
              -
              
              
              3,472
              
              
              -
              
              
              3,472Gross
                  profit
              
              
              334
              
              
              -
              
              
              16,728
              
              
              -
              
              
              16,728Costs
                  and expenses:General
                  and administrative
              
              
              340,191
              
              
              127,992
              
              
              1,047,339
              
              
              439,447
              
              
              6,815,920Research
                  and development
              
              
              181,617
              
              
              -
              
              
              331,750
              
              
              -
              
              
              1,740,237General
                  and administrative - stock based compensation
              
              
              85,053
              
              
              599,375
              
              
              597,803
              
              
              603,050
              
              
              6,929,657Write-off
                  of advances to potential acquiree
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              629,000Finance
                  costs
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              786,000Interest
                  expense
              
              
              -
              
              
              19,966
              
              
              -
              
              
              54,102
              
              
              374,085Amortization
                  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
              )
              
              (1,081,095
              )Total
                  costs and expenses
              
              
              606,861
              
              
              747,333
              
              
              1,976,892
              
              
              15,504
              
              
              19,976,375Net
                  loss
              
              $
              (606,527
              )
              $
              (747,333
              )
              $
              (1,960,164
              )
              $
              (15,504
              )
              $
              (19,959,647
              )Per
                  share information - basic and diluted:Loss
                  per common share
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.00
              )Weighted
                  average common shares outstanding
              
              
              72,520,021
              
              
              79,655,954
              
              
              71,092,017
              
              
              75,502,385
   See
        the accompanying notes to the financial statements.
  2


NUTRA
        PHARMA CORP.


(A
        Development Stage Company)
 Consolidated
        Statements of Cash Flows - Unaudited
  For
                  thePeriod
                  FromFebruary
                  1,2000(Inception)Nine
                  Months Ended September 30,
              
              ThroughSeptember
                  30,2006
              
              2007
              
              2007Cash
                  flows from operating activities:Net
                  cash (used in) operating activities
              
              $
              (1,398,054
              )
              $
              (630,825
              )
              $
              (5,513,570
              )Cash
                  flows from investing activities:Cash
                  reduction due to deconsolidation of Infectech
              
              
              -
              
              
              -
              
              
              (2,997
              )Cash
                  acquired in acquisition of Infectech
              
              
              -
              
              
              -
              
              
              3,004Acquisition
                  of property and equipment
              
              
              -
              
              
              -
              
              
              (96,029
              )Investments
                  carried at cost
              
              
              -
              
              
              -
              
              
              (235,000
              )Net
                  cash (used in) investing activities
              
              
              -
              
              
              -
              
              
              (331,022
              )Cash
                  flows from financing activities:Common
                  stock issued for cash
              
              
              622,000
              
              
              -
              
              
              2,679,500Proceeds
                  from convertible loans
              
              
              -
              
              
              -
              
              
              304,750Proceeds
                  from notes payable
              
              
              -
              
              
              -
              
              
              100,000Loans
                  from stockholders, net of repayments
              
              
              760,902
              
              
              612,288
              
              
              2,760,697Net
                  cash provided by financing activities
              
              
              1,382,902
              
              
              612,288
              
              
              5,844,947Net
                  increase (decrease) in cash
              
              
              (15,152
              )
              
              (18,537
              )
              
              355Cash
                  - beginning of period
              
              
              69,027
              
              
              18,892
              
              
              -Cash
                  - end of period
              
              $
              53,875
              
              $
              355
              
              $
              355




See
        the accompanying notes to the financial statements.


3


Nutra
      Pharma Corp.


Notes
      to
      Consolidated Unaudited Financial Statements


September
      30, 2007





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 Item 310(b) of Regulation S-B. 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, 2006, and for the two years then ended, including notes
      thereto included in the Company’s Form 10-KSB.





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 subsidiary, Designer Diagnostics Inc. (collectively, the
“Company”).





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.





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 September 30, 2007, the Company had negative
      working capital of $1,933,228 and an accumulated deficit of
      $19,959,647.





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.




4


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.




3.
      NANOLOGIX, INC. (FORMERLY INFECTECH, INC.)





On
      September 19, 2003, the Company entered into an agreement (“Acquisition
      Agreement”) to acquire up to 100% of the issued and outstanding common stock of
      Nanologix, Inc., a Delaware corporation (“Nanologix”). Nanologix is a
      development stage company based in Sharon, Pennsylvania, which is engaged in
      the
      development of diagnostic test kits used for the rapid identification of
      infectious human and animal diseases. Nanologix owns patented technologies,
      which allow for the rapid detection of disease-causing pathogens. Nanologix
      also
      owns a patented technology designed for use in the bioremediation of
      contaminated soil and water.





The
      Acquisition Agreement provided for the acquisition by the Company of up to
      100%
      of the issued and outstanding common stock of Nanologix, through an exchange
      of
      one (1) share of the Company’s common stock for every two (2) shares
      of Nanologix common stock. The Company recorded the acquisition of Nanologix
      as
      the purchase of assets, principally patents and other intangibles. The value
      of
      the Company’s common stock issued in connection with this transaction was $0.85
      per share, which was the market value of the Company’s common stock on
      September 22, 2003, the date the terms of the acquisition were agreed to
      and announced.





Through
      December 31, 2003, the Company issued an aggregate of 4,502,549 shares of
      its common stock in exchange for 9,005,098 shares of Nanologix common stock.
      This initial exchange resulted in the Company owning approximately 58% of the
      issued and outstanding common stock of Nanologix. In January 2004, the
      Company issued an additional 426,275 shares of its common stock, in exchange
      for
      852,550 shares of Nanologix common stock. In September 2004, the Company
      issued an additional 293,288 shares of its common stock in exchange for 586,576
      shares of Nanologix common stock. These exchanges increased the Company’s
      ownership interest in Nanologix from 58% to 67%.





On
      September 28, 2004, the Company transferred 6,000,000 shares of Nanologix,
      Inc. common stock to a shareholder of Nutra Pharma, to discharge a $1,384,931
      demand loan from such shareholder. After giving effect to this transfer, the
      Company owned a total of 4,444,224 shares or approximately 29% of the issued
      and
      outstanding common stock of Nanologix (which was 15,537,050
      shares).





Subsequent
      to September 28, 2004, the Company owned a minority interest in Nanologix
      and accordingly, applied the equity method of accounting to its investment
      in
      Nanologix. The Company’s share of Nanologix’s earnings or losses is included in
      its statement of operations as a single amount. During the year ended
      December 31, 2004, Nanologix incurred a loss of $6,658,838. The Company’s
      portion of the loss using the equity method of accounting of $1,664,710 exceeded
      the carrying value of the Company’s investment, which was $853,540 at
      December 31, 2004, and as such, the $853,540 was charged to operations at
      December 31, 2004. This charge reduced the carrying value of the Company’s
      investment in Nanologix to $0.





At
      December 31, 2005, the Company owned a total of 4,556,174 shares of the
      issued and outstanding common stock of Nanologix. The aggregate market value
      of
      the Company’s 4,556,174 shares of Nanologix common stock, based on the trading
      price of Nanologix common stock as quoted on the pink sheets of $.08 per share
      at December 31, 2005, was $364,494.





5


On
      January 25, 2006, the Company and Nanologix entered into a definitive agreement
      pursuant to which Nanologix agreed to assign its ownership of 11 patents to
      the
      Company which protect Nanologix' infectious disease diagnostic test kit
      technology. Nanologix also granted the Company a license to utilize 18
      additional patents related to the diagnostic test kits. As consideration, the
      Company agreed to return 100% or 4,556,174 shares of common stock of Nanologix
      that it owned to Nanologix. In addition, the Company agreed to pay Nanologix
      a
      royalty of 6% of gross sales of any products that are developed which utilize
      any of the 29 licensed patents. The Company also issued Nanologix a five-year
      option to purchase 1,000,000 of the Company's common stock at an exercise price
      of $0.20.





4.
      ACQUISITION OF RECEPTOPHARM, INC.





On
      December 12, 2003, the Company entered into an acquisition agreement (the
“Agreement”), whereby it agreed to acquire up to a 49.5% interest in
      ReceptoPharm, Inc. (“ReceptoPharm”), a privately held biopharmaceutical company
      based in Ft. Lauderdale, Florida. ReceptoPharm is a development stage company
      engaged in the research and development of proprietary therapeutic proteins
      for
      the treatment of several chronic viral, autoimmune and neuro-degenerative
      diseases.





Pursuant
      to the Agreement, the Company is acquiring its interest in ReceptoPharm’s common
      equity for $2,000,000 in cash, which equates to a purchase price of $.45 per
      share. ReceptoPharm intends to use such funds to further research and
      development, which could significantly impact future results of
      operations.





At
      December 31, 2005, the Company had funded a total of $1,860,000 to ReceptoPharm
      under the Agreement, which equated to a 37% ownership interest in ReceptoPharm.
      In February 2006, the Company funded an additional $140,000 to ReceptoPharm,
      thereby completing the $2,000,000 investment. As of March 31, 2007, and June
      30,
      2007, the Company owns 4,444,445 shares or 38% of the issued and outstanding
      common equity of ReceptoPharm. As of March 31, 2007, and June 30, 2007, the
      Company had loaned $975,000 to ReceptoPharm for working capital
      purposes.





For
      accounting purposes, the Company through March 31, 2007, had been treating
      its
      capital investment in ReceptoPharm as a vehicle for research and development.
      Because the Company is solely providing financial support to further the
      research and development of ReceptoPharm, such amounts are being charged to
      expense as incurred by ReceptoPharm. ReceptoPharm presently has no ability
      to
      fund these activities and is dependent on the Company to fund its operations.
      In
      these circumstances, ReceptoPharm is considered a variable interest entity
      and
      has been consolidated. The creditors of ReceptoPharm do not have recourse to
      the
      general credit of the Company.





Effective
      in April 2007, the Company ceased advancing funds to Receptopharm and had no
      further commitment to fund them. As such, the Company deconsolidated
      Receptopharm from its financial statements at June 30, 2007. This
      deconsolidation resulted in a gain of $1,081,095. This gain resulted from the
      Company reversing the net losses of Receptopharm included in its consolidated
      financial statements and including the net losses as if the equity method had
      been applied. In addition, the Company wrote off the balance of its investment
      in ($2,000,000) and advances to ($975,000) Receptopharm as discussed above
      as
      they were deemed to be impaired at June 30, 2007.





The
      gain
      was computed as follows:




Net
                losses included in the consolidated financial statements
            
            $
            4,056,095Investment
                advances and equity method losses
            
            
            (2,975,000
            )Gain
                on deconsolidation
            
            $
            1,081,095





6


5.
      DUE TO
      OFFICERS





During
      the nine months ended September 30, 2007, the Company borrowed an
      additional $612,228 from its President, Rik Deitsch, increasing the total amount
      owed under to Mr. Deitsch to $1,765,663 at September 30, 2007. This demand
      loan
      is unsecured and bears interest at a rate of 4.0%. Included the amount owed
      to
      Mr. Deitsch is $86,288 of accrued interest.




6.
      STOCKHOLDERS’ (DEFICIT) AND DEFERRED COMPENSATION





On
      June
      27, 2007, the Company issued 5,000,000 shares of its common stock to its legal
      counsel for future services. These shares were issued pursuant to an effective
      registration statement on Form S-8 and were not subject to a vesting period.
      The
      fair market value of the shares on the date of grant was $0.07 and accordingly,
      the Company recorded deferred compensation of $350,000. As of June 30, 2007,
      the
      Company received services totaling $3,675, which reduced the amount of deferred
      compensation to $346,325. During the three-month period ending September 30,
      2007, the Company received services totaling $346,325 and accordingly, expensed
      the remaining $346,325 of deferred compensation.





On
      August
      27, 2007, the Company issued an aggregate of 615,000 shares of restricted common
      stock to two consultants in exchange for services rendered. The fair market
      value of the shares on the date of grant was $0.07 and accordingly, the Company
      recorded stock based compensation of $43,050.





Also
      on
      August 27, 2007, the Company issued 3,000,000 shares to a consultant in exchange
      for services rendered. These shares were issued pursuant to an effective
      registration statement on Form S-8 and were not subject to a vesting period.
      The
      fair market value of the shares on the date of grant was $0.07 and accordingly,
      the Company recorded stock based compensation of $210,000.




7.
      STOCK
      OPTIONS





Nanologix
      Inc.





On
      January 25, 2006, the Company and Nanologix entered into a definitive agreement
      pursuant to which Nanologix agreed to assign its ownership of 11 patents to
      the
      Company which protect Nanologix' infectious disease diagnostic test kit
      technology (See Note 3.) In connection with this agreement, the Company also
      issued Nanologix a five-year option to purchase 1,000,000 of the Company's
      common stock at an exercise price of $.20. This option vested immediately on
      January 25, 2006, the date of grant.





The
      Company recorded stock based compensation expense of $210,000 to reflect the
      fair value of the option grant. The fair value of the option grant was estimated
      on the date of grant using the Black-Scholes option pricing model with the
      following assumptions: expected volatility 125%; risk-free interest rate of
      4.0%; expected life of 5 years; and no expected dividends.





Doherty
      & Company, LLC





On
      June 1, 2005 the Company retained Doherty & Company, LLC (“Doherty
& Company”), to provide the services of Michael Doherty as executive
      Chairman of the Company. Concurrently, the Company also retained Doherty &
Company to act as the Company’s agent in connection with prospective private
      capital-raising activities.





7


The
      Company granted a five-year option to purchase 13,600,000 shares of the
      Company’s common stock at an exercise price equal to $0.27 per share, vesting
      over a two-year period. The option expires on May 31, 2010. The initial
      vesting of 6,800,000 options was contingent on the Company, through the efforts
      of Mr. Doherty and Doherty & Company, raising at least $500,000 of
      additional equity, debt or equity linked financing prior to October 31,
      2005. This contingency was not met, and as a result, none of the 13,600,000
      options ever vested.





On
      April
      1, 2006, the Company and Mr. Doherty entered into a termination agreement
      whereby Mr. Doherty agreed to resign his position as Chairman of Board of the
      Company. Upon the effectiveness of the termination agreement on April 1, 2006,
      the Company issued a five-year option to Mr. Doherty to purchase 2,000,000
      shares of common stock at an exercise price of $.27 per share. The option vested
      immediately on the date of grant. The Company recorded stock based compensation
      expense of $260,000 to reflect the fair value of the option grant. The fair
      value of the option grant was estimated on the date of grant using the
      Black-Scholes option pricing model with the following assumptions: expected
      volatility 127%; risk-free interest rate of 4.8%; expected life of 5 years;
      and
      no expected dividends.




A
      summary
      of stock options is as follows:




Number
              of
                shares
            
            Weighted
              average
              exercise
                price
            
            Weighted
              average
              fair
                valueBalance
                December 31, 2006
            
            
            3,000,000
            
            $
            0.25
            
            $
            0.16Exercised
            
            
            -
            
            
            -
            
            
            -Issued
            
            
            -
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -
            
            
            -Balance
                September 30, 2007
            
            
            3,000,000
            
            $
            0.25
            
            $
            0.16





The
      following table summarizes information about fixed-price stock
      options **:**





Exercise
              Prices
            
            Weighted
              Average
              Number
              Outstanding
            
            Weighted
              Average
              Contractual
              Life
            
            Weighted
              Average
              Exercise
              Price$.20
            
            
            1,000,000
            
            
            3.5
                years
            
            $
            .20$.27
            
            
            2,000,000
            
            
            0.7
                years
            
            $
            .27





All
      options are vested and exercisable.





8


8.
      CONTINGENCIES





On
      April 4, 2005, a Motion to Enforce Settlement Agreement was filed against
      the Company in the Circuit Court of Broward County Florida by Bio Therapeutics,
      Inc. f/k/a Phylomed Corp. in Nutra Pharma Corp. v. Bio Therapeutics, Inc. (17th
      Judicial Circuit, Case No. 03-008928 (03). This proceeding results from the
      Company’s alleged breach of a settlement agreement that was entered into between
      Bio Therapeutics and the Company in resolution of a previous lawsuit between
      the
      Company and Bio Therapeutics.  In
      conjunction with the settlement agreement, the Company also entered into a
      related License Agreement and Amendment to the License Agreement (“License
      Agreement”) with Bio Therapeutics regarding certain pieces of intellectual
      property owned by Bio Therapeutics. In the April 4, 2005 motion, Bio
      Therapeutics alleges that the Company breached certain provisions of the License
      Agreement and requests that the Court grant its motion to enforce the Settlement
      Agreement by declaring the License Agreement terminated, enjoining the Company
      from further use of license products that was granted to the Company by the
      License Agreement, and awarding attorneys’ fees and costs to Bio
      Therapeutics.




The
      Company continues to defend against this action, including having filed an
      opposition to Bio Therapeutics motion for summary judgment and a cross-motion
      for summary judgment. The Company does not believe that this action will have
      a
      material effect upon its operations; and if the license agreement is terminated
      does not believe there will be a material negative impact on the
      Company.





9.
      SUBSEQUENT EVENT





From
      October 1 through November 7, 2007, the Company’s president advanced an
      additional $85,000 to the Company for working capital.





9


Item
      2.
      Management’s Discussion and Analysis of Financial Condition or Plan of
      Operations





Forward-Looking
      Statements





The
      following discussion and analysis contains forward-looking statements and should
      be read in conjunction with our financial statements and related notes. For
      purposes of this Plan of Operations, Nutra Pharma Corp. is referred to herein
      as
“we,” “us,” or “our.” This discussion and analysis contains forward-looking
      statements based on our current expectations, assumptions, and estimates. The
      words or phrases “believe,” “expect,” “may,” “should,” “anticipates” or similar
      expressions are intended to identify “forward-looking statements”. Actual
      results could differ materially from those projected in the forward-looking
      statements as a result of the following risks and uncertainties: (a) we have
      experienced recurring net losses and a working capital deficiency, 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 continued operations are dependent
      upon obtaining equity or other financing; should we be unable to obtain such
      financing, we will be unable to continue our operations; (d) our inability
      to
      retain and attract key personnel could adversely affect our business; (e) we
      are
      subject to substantial Federal Drug Administration and other regulations and
      related costs which may adversely affect our operations; (f) a market for our
      potential products may never develop; (g) if we fail to adequately protect
      our
      patents, we may be unable to proceed with development of potential drug
      products; (h) we are dependent upon patents, licenses and other proprietary
      rights from third parties; should we lose such rights our operations will be
      negatively affected; (i) because our competitors have superior financial and
      technical resources, we may be unable to compete against our competitors in
      the
      medical device and biopharmaceutical markets; (j) issuance of a substantial
      amount of shares of our common stock to consultants, for acquisitions and in
      connection with sales of our common stock for capital raising purposes, has
      and
      may in the future have a dilutive effect on the value of our common stock;
      (k)
      our Plan of Operations has been substantially delayed due to lack of financing;
      (l) should we lose the services of our Chief Executive Officer, Rik Deitsch,
      our
      operations will be negatively impacted; and (m) we have entered into acquisition
      agreements that were later rescinded, which has delayed and otherwise negatively
      affected our operations





Pending
      adequate financing, we plan on spending total estimated expenses of $500,000
      for
      the next 12 months, which will include: (a) $380,000 pertaining directly to
      our
      own operations; and (b) $120,000 pertaining to the operations of our subsidiary,
      Designer Diagnostics.





EXPENSES
      PERTAINING TO OUR OPERATIONS




Type
                Expenditure
            
            Total
              Expenditure
            
            Monthly
              ExpenditureSalaries*
            
            $
            175,000
            
            $
            14,583Travel
                related expenses for our Chief Executive Officer
            
            
            40,000
            
            
            3,333pertaining
                to research and due diligenceProfessional
                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




10


FUNDING
      OF DESIGNER DIAGNOSTICS, INC.





Type
                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 Scherosis (MS) and HIV drugs, which consist of (a) and (b)
      below:





(a)
      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




(b)
      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.




·
            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.




11




·
            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.




·
            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.




12


·
            In
                March of 2007, Designer Diagnostics engaged the U.S. Commercial Service
                to
                help build international sales of its diagnostic test
                kits.




·
            On
                March 7, 2007, ReceptoPharm’s signed a letter of intent to create a Joint
                Venture with Nanogene Biotechnology, a Chinese biotech company. The
                proposed joint venture will develop the antiviral drug, RPI-MN, for
                the Chinese market.




·
            In
                March of 2007, ReceptoPharm published an article in the Critical
                Reviews
                in Immunology special conference issue. The article, entitled
                “Alpha-Cobratoxin”, discussed Alpha-Cobratoxin as a possible therapy for
                Multiple Sclerosis, reviews the literature leading to the development
                for
                this application, and discusses the background and reasoning behind
                ReceptoPharm’s research on its treatment for Multiple Sclerosis
                (MS).




·
            On
                March 27, 2007, we completed our first licensing payment on behalf
                of
                Designer Diagnostics to NanoLogix for the patents protecting Designer
                Diagnostics’ test kits.




·
            On
                April 11, 2007, ReceptoPharm filed a patent for method of treating
                autoimmune diseases, including MS and Rheumatoid
                Arthritis.




·
            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. Designer
                Diagnostics is entering final protocol discussions with National
                Jewish
                during the month of November 2007 and plans to complete testing by
                the
                ending of the first quarter of 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.




·
            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.




13




·
            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.  For the first time ever on the Indian subcontinent,*M.
                wolinskyi*,a
                rapidly growing mycobacteria that is most commonly seen in post-traumatic
                wound infections and in immune-compromised patients, 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.





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; and




·
            Governmental
                organizations.





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. 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.





Third-party
      researchers are currently validating Designer Diagnostics’ TB Test Kit and we
      anticipate research completion by the end of our first quarter of 2008. Designer
      Diagnostics has a distribution agreement in principle with Svizera
      Pharmaceuticals in India, providing for the distribution of these test kits.
      The
      agreement is contingent upon a thirty-day test of the TB Test Kits and required
      validation. Svizera is the exclusive supplier of current TB diagnostic kits
      to
      the World Health Organization, and supplied over 15 million of those kits to
      the
      World Health Organization in 2005.





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.





14


*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 ReceptoPharms's HIV/MS drugs under development.
      ReceptoPharm is in the process of attempting to secure agreements with third
      parties to conduct such clinical studies.





Liquidity
      and Capital Resources





Our
      independent registered public accounting firm has issued a going concern opinion
      on our audited financial statements for the fiscal year ended December 31,
      2006
      since we have experienced recurring net losses and at December 31, 2006, a
      working capital deficiency. Further, as stated in Note 1 to our consolidated
      financial statements for the year ended December 31, 2006, we have experienced
      significant losses from operations totaling $2,431,178 and $5,152,154 for the
      years ended December 31, 2006 and 2005, respectively and an accumulated deficit
      of $19,944,143 for the period from our inception to December 31, 2006. We had
      a
      working capital and stockholders’ deficit at December 31, 2006 of $1,862,888.
      For the year ended December 31, 2006, we incurred a net loss of $2,431,178.
      At September 30, 2007, we had negative working capital of $1,933,228 and an
      accumulated deficit of $19,959,647. Our operations have been largely reliant
      upon receiving loans from our Chief Executive Officer. At September 30, 2007,
      we
      were indebted to our Chief Executive Officer in the amount of $1,765,663, the
      funds of which have enabled us to continue our operations. 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.




We
      have
      estimated expenses of $500,000 pertaining to our twelve month Plan of Operations
      or $41,666 of monthly expenditures. At September 30, 2007, we had cash of $355;
      however, from October 1, 2007 to November 7, 2007, our President advanced us
      an
      additional $85,000 for working capital purposes. Based upon our current cash
      position, we have funds sufficient to conduct our operations for less than
      one
      month.





15


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.




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.





16


Item
      3.
      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 the Company’s disclosure controls and procedures. This
      evaluation was carried out under the supervision and with the participation
      of
      our Chief Executive Officer who also acted as our Principal Financial and
      Accounting Officer. Following this inspection, these officers concluded that
      the
      Company’s disclosure controls and procedures are effective as of September 30,
      2007, 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 we carried out the evaluation.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in the Company 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 Company reports filed under the Exchange Act is
      accumulated and communicated to management, including the Company’s Chief
      Executive Officer, who also acted as the Company’s Principal Financial Officer
      as appropriate, to allow timely decisions regarding required disclosure.




There
      have been no changes to our internal control over financial reporting during
      the
      past quarter that have materially affected, or are reasonably likely to
      materially affect, our internal control over financial reporting.




PART
      II.
      OTHER INFORMATION





Item
      1.
      Legal Proceedings




On
      April 4, 2005, a Motion to Enforce Settlement Agreement was filed against
      us in the Circuit Court of Broward County Florida by Bio Therapeutics, Inc.
      f/k/a Phylomed Corp. in Nutra Pharma Corp. v. Bio Therapeutics, Inc. (17th
      Judicial Circuit, Case No. 03-008928 (03). This proceeding results from our alleged
      breach of a settlement agreement that was entered into between Bio Therapeutics
      and us in resolution of a previous lawsuit between us and Bio
      Therapeutics.  In conjunction with the settlement agreement, we
      also entered into a related License Agreement and Amendment to the License
      Agreement (“License Agreement”) with Bio Therapeutics regarding certain
      pieces of intellectual property owned by Bio Therapeutics. In the April 4,
      2005 motion, Bio Therapeutics alleges that we breached certain provisions of
      the
      License Agreement and requests that the Court grant its motion to enforce the
      Settlement Agreement by declaring the License Agreement terminated, enjoining
      us
      from further use of license products that was granted to us by the License
      Agreement, and awarding attorneys’ fees
      and costs to Bio Therapeutics.




We
      continue to defend against this action, including having filed an
      opposition to Bio Therapeutics motion for summary judgment and a cross-motion
      for summary judgment. We do not believe that this action will have a material
      effect upon its operations, and if the license agreement is terminated we do not believe there will be a
      material negative impact on us.




There
      are
      no other legal proceedings that occurred during the quarter ending September
      30,
      2007 that are reportable.





17


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





On
      August
      27, 2007, the Company issued 365,000 shares of restricted common stock to a
      consultant in exchange for services rendered. The fair market value of the
      shares on the date of grant was $0.07.





On
      August
      27, 2007, the Company issued 250,000 shares of restricted common stock to a
      consultant in exchange for services rendered. The fair market value of the
      shares on the date of grant was $0.07.





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 these shares. 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




18


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.






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:
                November 14, 2007NUTRA PHARMA CORP.Registrant/s/ Rik
              J.
              DeitschRik
              J. DeitschChief
                Executive Officer and Chief Financial Officer




19