**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 June 30, 2006





[ 
]
      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 [  ]





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





As
      of
      August 18, 2006, there were 73,211,432 shares of common stock issued and
      outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes [ ] No [X]







TABLE
      OF
      CONTENTS








PART
      I.
      FINANCIAL INFORMATION





Item
                1. Financial StatementsConsolidated
                Balance Sheet as of June 30, 2006
            
            1Consolidated
                Statements of Operations for the three and six months
                endedJune
                30, 2006 and 2005
            
            2Consolidated
                Statements of Cash Flows for the six months endedJune
                30, 2006 and 2005
            
            3Notes
                to Unaudited Consolidated Financial Statements
            
            4Item
                2. Management’s Discussion and Analysis of Financial Condition or Plan of
                Operations
            
            9Item
                3. Controls and Procedures
            
            14PART
                II. OTHER INFORMATIONItem
                1. Legal Proceedings
            
            14Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            15Item
                3. Defaults Upon Senior Securities
            
            15Item
                4. Submission of Matters to a Vote of Security Holders
            
            15Item
                5. Other Information
            
            16Item
                6. Exhibits
            
            16SIGNATURES
            
            17









**PART
      I FINANCIAL INFORMATION**





**Item
      1. Financial Statements**


NUTRA
                  PHARMA CORP.(A
                  Development Stage Company)Consolidated
                  Balance Sheet - UnauditedJune
                  30, 2006
  ASSETSCurrent
                  assets:Cash
              
              $
              125,453Accounts
                  receivable
              
              
              16,800Total
                  current assets
              
              
              142,253Inventory
              
              
              11,490Property
                  and equipment, net
              
              
              45,306Other
                  assets
              
              
              37,223TOTAL
                  ASSETS
              
              $
              236,272LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)Current
                  liabilities:Accounts
                  payable
              
              $
              35,032Accrued
                  expenses
              
              
              421,057Due
                  to officers
              
              
              668,201Total
                  current liabilities
              
              
              1,124,290Stockholders'
                  (deficit):Common
                  stock, $0.001 par value, 2.0 billion sharesauthorized; 71,797,182 shares issued and outstanding
              
              
              71,797Additional
                  paid-in capital
              
              
              17,906,787(Deficit)
                  accumulated during the development stage
              
              
              (18,866,602
              )Total
                  stockholders' (deficit)
              
              
              (888,018
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' (DEFICIT)
              
              $
              236,272See
                  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)ThroughThree
                  Months Ended June 30,
              
              Six
                  Months Ended June 30,
              
              
              June
                  30,2005
              
              
              2006
              
              
              2005
              
              
              2006
              
              
              2006Sales
              
              $
              -
              
              $
              19,800
              
              $
              -
              
              $
              19,800
              
              $
              19,800Cost
                  of sales
              
              
              -
              
              
              3,406
              
              
              -
              
              
              3,406
              
              
              3,406Gross
                  profit
              
              
              -
              
              
              16,394
              
              
              -
              
              
              16,394
              
              
              16,394Costs
                  and expenses:General
                  and administrative
              
              
              527,282
              
              
              355,409
              
              
              909,189
              
              
              707,148
              
              
              5,697,649Research
                  and development
              
              
              55,884
              
              
              29,702
              
              
              105,499
              
              
              150,133
              
              
              1,479,450General
                  and administrative - stock based compensation
              
              
              565,805
              
              
              260,000
              
              
              799,805
              
              
              512,750
              
              
              6,233,936Write-off
                  of advances to potential acquiree
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              629,000Finance
                  costs
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              786,000Interest
                  expense
              
              
              261,782
              
              
              -
              
              
              269,684
              
              
              -
              
              
              274,390Amortization
                  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
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              175,000Total
                  costs and expenses
              
              
              1,410,753
              
              
              645,111
              
              
              2,084,177
              
              
              1,370,031
              
              
              18,882,996Net
                  loss before provision (benefit) for income taxes
              
              
              (1,410,753
              )
              
              (628,717
              )
              
              (2,084,177
              )
              
              (1,353,637
              )
              
              (18,866,602
              )Provision
                  (benefit) for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              $
              (1,410,753
              )
              $
              (628,717
              )
              $
              (2,084,177
              )
              $
              (1,353,637
              )
              $
              (18,866,602
              )Per
                  share information - basic and diluted:Loss
                  per common share
              
              $
              (0.02
              )
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.02
              )Weighted
                  average common shares outstanding
              
              
              62,326,382
              
              
              71,327,182
              
              
              60,452,909
              
              
              71,563,571See
                  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)ThroughSix
                  Months Ended June 30,
              
              
              June
                    30,2005
              
              
              2006
              
              
              2006Cash
                  flows from operating activities:Net
                  cash (used in) operating activities
              
              $
              (1,015,812
              )
              $
              (985,453
              )
              $
              (4,131,117
              )Cash
                  flows from investing activities:Cash
                  reduction due to deconsolidation of Nanologix
              
              
              -
              
              
              -
              
              
              (2,997
              )Cash
                  acquired in acquisition of Nanologix
              
              
              -
              
              
              -
              
              
              3,004Acquisition
                  of property and equipment
              
              
              (5,114
              )
              
              -
              
              
              (86,140
              )Amounts
                  paid for investments
              
              
              (130,000
              )
              
              -
              
              
              (235,000
              )Net
                  cash (used in) investing activities
              
              
              (135,114
              )
              
              -
              
              
              (321,133
              )Cash
                  flows from financing activities:Common
                  stock issued for cash
              
              
              809,800
              
              
              612,000
              
              
              2,669,500Proceeds
                  from convertible loans
              
              
              -
              
              
              -
              
              
              304,750Loans
                  from stockholders, net of repayments
              
              
              -
              
              
              429,879
              
              
              1,603,453Net
                  cash provided by financing activities
              
              
              809,800
              
              
              1,041,879
              
              
              4,577,703Net
                  increase (decrease) in cash
              
              
              (341,126
              )
              
              56,426
              
              
              125,453Cash
                  - beginning of period
              
              
              409,432
              
              
              69,027
              
              
              -Cash
                  - end of period
              
              $
              68,306
              
              $
              125,453
              
              $
              125,453See
                  the accompanying notes to the financial statements.






3




Nutra
      Pharma Corp.


Notes
      to
      Consolidated Unaudited Financial Statements


June
      30,
      2006





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, 2005, 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 subsidiaries, ReceptoPharm, Inc. and 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. For the six months ended June 30, 2006, the Company
      incurred a net loss of $1,353,637. At June 30, 2006, the Company had negative
      working capital of $982,037 and an accumulated deficit of
      $18,866,602.





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 $.20. This option vested immediately on January 25, 2006, the date of grant.
      These options were valued at their market value of $210,000 (see Note
      7).





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.





The
      closing of this transaction was subject to the approval of ReceptoPharm’s board
      of directors, which was obtained on February 20, 2004. 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 an aggregate 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. At March 31, 2006,
      the Company owned 4,444,445 shares or 38% of the issued and outstanding common
      equity of ReceptoPharm. As of June 30, 2006, the Company has loaned $400,000
      to
      ReceptoPharm for working capital purposes.





For
      accounting purposes, the Company is 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.





5.
      DUE TO
      OFFICERS





During
      the six months ended June 30, 2006, the Company borrowed an additional $473,375
      from its President, Rik Deitsch, increasing the total amount owed under to
      Mr.
      Deitsch to $563,375 at June 30, 2006. This demand loan is unsecured and
      non-interest bearing.





At
      June
      30, 2006, the balance of the demand loans owed to the officers of ReceptoPharm
      was $104,826. These demand loans are unsecured and bear interest at a rate
      of
      4.25%.





6.
      STOCKHOLDERS’ DEFICIT





During
      the six months ended June 30, 2006, the Company sold an aggregate of 3,060,000
      shares of restricted common stock at $0.20 per share to accredited investors
      and
      received proceeds of $612,000. At June 30, 2006, 710,000 of these shares were
      recorded as a subscription and the amount received is included in additional
      paid-in capital. These shares were issued subsequent to June 30,
      2006.


6


In
      addition, during the six months ended June 30, 2006, the Company issued an
      aggregate of 150,000 shares of its common stock valued at fair market value
      for
      services of $31,500 and Receptopharm issued shares of its common stock valued
      at
      fair market value for services of $11,250.





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.





The
      Company granted a five-year option to purchase Thirteen Million Six Hundred
      Thousand (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 of December
      31, 2005, none of the 13,600,000 options were 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 2 years;
      and
      no expected dividends.








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 that was resolved by entering into a Settlement
      Agreement. The Company also entered into a related License Agreement and
      Amendment to the License Agreement (“License Agreement”) with 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.





7


The
      Company intends to defend against this action. 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 EVENTS





On
      July
      13, 2006, the Company sold 50,000 shares of restricted common stock at a price
      of $0.20 per share and received total proceeds of $10,000 and issued 654,250
      shares of common stock for services.


8


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, estimates and
      projections overview. 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,
      including: (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 and for acquisitions 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 which were later rescinded, which has delayed and otherwise
      negatively affected our operations





Overview





We
      are a
      biopharmaceutical company specializing in the acquisition, licensing and
      commercialization of pharmaceutical products and technologies for the management
      of neurological disorders, cancer, autoimmune and infectious diseases. Entities
      with which we are affiliated conduct basic drug discovery research and clinical
      development in connection with the following disorders and
      diseases:




o     
      Multiple Sclerosis;


o    
       HIV;


o     
      Chronic pain;


o     
      Myasthenia Gravis (Autoimmune Disease); and


o     
      AMN.





We
      will
      continue to attempt to develop therapeutic approaches to diseases that lack
      therapeutic options in the current market.





Our
      long-term goal is to continue research efforts based on our drug discovery
      platform and to license the resulting drugs in the field of neurological
      diseases, infectious diseases and autoimmune disorders. Due to our limited
      financial and operational resources, this goal will require us to establish
      strategic partners or alliances with pharmaceutical companies, academic
      institutions, biotechnology companies, and clinical diagnostic laboratories,
      which will: (a) complement our research and development efforts; (b) reduce
      the
      risks associated with our undertaking the entire drug development and marketing
      process; and (c) generate licensing based revenue streams.


9


We
      will
      continue our efforts to identify and acquire intellectual property and companies
      in the biotechnology arena. Our mid term strategy is to license our AMN, MS
      and
      HIV technologies in our attempt to bring these technologies to market within
      the
      next five years.





Our
      potential revenue segments are composed of licensing revenues, drug sales,
      and
      test sale kits.




Uncertainties
      and Trends





Our
      possible revenues are dependent now, and in the future, upon the following
      factors:





·
            Successful
                drugs by our competitors that may render our technologies difficult
                to
                market;


·
            Whether
                we are successful in establishing licensing agreements and/or establishing
                strategic partnerships or alliances with pharmaceutical companies,
                biotechnology companies, and clinical diagnostic laboratories that
                would
                provide us with licensing fees; and


·
            Whether
                the Federal Food and Drug Administration imposes additional requirements
                in connection with drug approvals, which will lead to additional
                costs and
                delays;





PLAN
      OF
      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 funding Designer Diagnostics’
operations.





EXPENSES
      PERTAINING TO OUR OPERATIONS




Total
            
            
            MonthlyType
                Expenditure
            
            
            Expenditure
            
            
            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





FUNDING
      OF DESIGNER DIAGNOSTICS, INC.




Total
            
            
            MonthlyType
                Expenditure
            
            
            Expenditure
            
            
            ExpenditureOperating
                Expenses(Rent,
                supplies, utilities)
            
            $
            50,000
            
            $
            4,167Salaries
                (President)
            
            $
            70,000
            
            $
            5,833Total:
            
            $
            120,000
            
            $
            10,000





10


OUR
      PLAN
      OF OPERATIONS TO DATE:





To
      date,
      we have accomplished the following in our Plan of Operations:




·
            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.


·
            To
                date, we have invested a total of $175,000 of a $250,000 committed
                investment in XenaCare for the investment in 15 Site of Care physician’s
                offices with XenaCare, LLC, a healthcare management
                company.


·
            On
                January 24, 2006, we obtained NanoLogix’s intellectual property pertaining
                to the manufacture of test kits for the rapid isolation, detection
                and
                antibiotic sensitivity testing of certain microbacteria, which includes
                reassignment to us of 11 key patents protecting the diagnostics test
                kit
                technology and NanoLogix licensing to us the remaining 18 patents
                that
                protect the diagnostics test kit
                technology.


·
            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
                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 consisted 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.






11





·
            In
                May 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. This approval
                allows for the late Phase II/early Phase III (IIb/IIIa) trial to
                begin.


·
            From
                March and April of 2006, ReceptoPharm published two clinical trials
                on the
                use of their technology in the treatment of
                pain.


·
            In
                June of 2006, ReceptoPharm published the results of their EAE rat
                model of
                Multiple Sclerosis (MS), which showed that their drug, RPI-78M, had
                promising results in an accepted animal model of the
                disease.


·
            In
                June of 2006, ReceptoPharm signed a non-binding Letter-of-Intent
                to be
                acquired in full by Nutra Pharma.





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.




Third-party
      researchers are currently validating Designer Diagnostics’ TB Test Kit and we
      expect the research to be completed by the end of our third quarter of 2006.
      Designer Diagnostics has an agreement in principle with Svizera Pharmaceuticals
      in India for the distribution of these Test Kits. This distribution 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. During 2005, Svizera supplied over 15 million of those
      kits
      to the World Health Organization.





Designer
      Diagnostics’ President will attempt to develop a distribution network and
      actively market the test kits to supply administrators of hospitals,
      pharmaceutical and biotechnology companies, medical device distributors, and
      governmental organizations. Additionally, Designer Diagnostics will attempt
      to
      acquire other medical diagnostic products to market primarily to distributors,
      but also to pharmaceutical and biotechnology companies and government
      organizations.





*Designer
      Diagnostics’ President*




The
      responsibilities Designer Diagnostic’s President will primarily focus on seeking
      license agreements to develop revenue streams in the area of drug discovery,
      drug development, and new medical device technologies.





12


*ReceptoPharm*





Clinical
      Studies





ReceptoPharm
      plans to conduct the clinical studies described in (a) and (b)
      below:





(a)
      Adrenomyeloneuropathy (AMN)


Adrenomyeloneuropathy
      (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 Adrenomyeloneuropathy
      (AMN) drug, which is currently under development. ReceptoPharm has an agreement
      with 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 III study and is the final step required
      for regulatory approval of the drug.





(b)
      HIV
      and MS


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.





*Acquisition
      of ReceptoPharm*




In
      January 2006, we signed a Letter of Intent with ReceptoPharm to fully acquire
      ReceptoPharm. We currently own 38.1% of ReceptoPharm and to complete the
      transaction we would be required to purchase the remaining 61.9%. The parties
      have not executed an acquisition agreement, nor have the final terms of such
      agreement been finalized.





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,
      2005
      since we have experienced recurring net losses and at December 31, 2005, a
      working capital deficiency. Further, as stated in Note 1 to our consolidated
      financial statements for the year ended December 31, 2005, we have experienced
      recurring net losses, and at December 31, 2005 we have a working capital
      deficiency that raises substantial doubt about our ability to continue as a
      going concern.





We
      have
      estimated expenses of $500,000 pertaining to our twelve month Plan of Operations
      or $41,666 of monthly expenditures. Based upon our current cash position at
      June
      30, 2006 of $125,453, as well as our current outstanding obligations, we have
      funds sufficient to conduct our operations for only three months.





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.


13


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 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.





Item
      3.
      Controls and Procedures





As
      required by Rule 13a-15 under the Exchange Act, as of the end of the period
      covered by this Quarterly Report on Form 10-QSB, we carried out an evaluation
      of
      the effectiveness of the design and operation of our disclosure controls and
      procedures. This evaluation was carried out by our sole executive officer,
      Rik
      Deitsch, who is our chief executive officer and chief financial officer, and
      a
      member of our board of directors. Based upon his evaluation, Mr. Deitsch
      concluded that our disclosure controls and procedures are effective.





There
      have been no changes in our system of internal control over financial reporting
      in connection with the evaluation by our principal executive officer and
      principal financial officer during our fiscal quarter ended June 30, 2006 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





There
      are
      no legal proceedings that occurred during the quarter ending June 30, 2006
      that
      are reportable nor are there any material developments pertaining to the legal
      proceeding previously reported in our Form 10-KSB for the year ending December
      31, 2005 as well as Note 8 to our financial statements included herein.


14


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





During
      the three months ended June 30, 2006, and later, from July 1,
      2006
      through August 18, 2006, we
      issued or sold shares of our restricted common stock for cash and for services
      rendered. We relied upon Sections 4(2) and 4(6) of the Securities Act of 1933,
      as amended ("the Act") in connection with the sales/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.





The
      issuances/sales of our restricted common stock were as follows:




On
      April
      20, 2006, we sold 50,000 shares of our restricted common stock to an accredited
      investor at a price of $0.20 per share and received cash proceeds of
      $10,000.




On
      May 4,
      2006, we sold 660,000 shares of our restricted common stock to an accredited
      investor at a price of $0.20 per share and received cash proceeds of
      $132,000.





On
      July
      13, 2006, we sold 50,000 shares of our restricted common stock to an accredited
      investor at a price of $0.20 per share and received cash proceeds of
      $10,000.





On
      August
      14, 2006, we issued an aggregate of 454,250 shares of our restricted common
      stock to a consultant in exchange for services rendered.





On
      August
      14, 2006, we issued an aggregate of 100,000 shares of our restricted common
      stock to a consultant in exchange for services rendered.





On
      August
      14, 2006, we issued an aggregate of 100,000 shares of our restricted common
      stock to a consultant in exchange for services rendered.








Item
      3.
      Defaults Upon Senior Securities





None





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





None





15


Item
      5.
      Other Information





On
      July
      14, 2006, our Board of Directors approved our adoption of amended and restated
      bylaws, which are attached hereto as Exhibit 3.5.





Item
      6.
      Exhibits




Exhibit
                  No.
              Title3.5
              Amended
                  and restated bylaws.31.1
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to Section
                  302
                  of the Sarbanes-Oxley Act of 2002.32.1
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to 18
                  U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act
                  of 2002.
 
 16


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:
      August 21, 2006





NUTRA
      PHARMA CORP.


Registrant








/s/
      Rik J. Deitsch


Rik
      J.
      Deitsch


Chief
      Executive Officer and Chief Financial Officer







17