**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**AMENDMENT
      NO. 2 TO**


**FORM
      10-KSB**





(Mark
      One)





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





For
      the
      fiscal year ended December 31, 2007





o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934





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 Boulevard, Suite 300


Boca
      Raton, Florida 33487


(Address
      of principal executive offices)





**(954)
      509-0911**


(Issuer's
      telephone number)





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par
      value





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. 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





The
      registrant's revenues for the fiscal year ended December 31, 2007 were
      $0.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of March
      31,
      2008 is $2,833,294.





As
      of
      March 31, 2008, there were 166,635,682 shares of common stock issued and
      outstanding.





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










INDEX





Part
                I
            
            1Item
                8A.
            Controls
                and Procedures
            1Signatures
            2


Exhibit
      Index


Exhibit
      31 - Certification


Exhibit
      32 - Certification







**PART
      I**





Nutra
      Pharma Corp is referred to herein as “we”, “our” or “us”




**EXPLANATORY
      NOTE**




**Form
      10-KSB/A**




**Amendment
      #2**




On
          April
          15, 2008, we filed our Form 10-KSB for the year ended December 31, 2007.
          On July
          21, 2008, we received a comment letter from the Securities and Exchange
          Commission’s Division of Corporation Finance (“the Division”) regarding our
          internal control over financial reporting. On September 5, 2008, we filed
          Amendment Number 1 to our Form 10-KSB. On September 15, 2008, we received
          another Division comment letter pertaining to our internal control over
          financial reporting disclosure in Amendment Number 1. As a result of this
          second
          comment letter, we reassessed our internal control over financial reporting,
          specifically as to the matters contained below in Section 1, and filed
          this
          Amendment No. 2 to Form 10-KSB to amend the Company’s Annual Report on Form
          10-KSB for the year ended December 31, 2007. Our reassessment is based
          on: (a)
          our misinterpretation of the matters addressed in July 21, 2008 comment
          letter
          and conducting a reassessment based on the September 15, 2008 Division
          Comment
          letter; (b) consultation with our legal counsel; (c) our legal counsel’s
          conversation with a Division’s Staff Accountant, who provided guidance regarding
          the matters addressed in the September 15, 2008 comment letter; and (d)
          our
          review of: (i) “Internal Control over Financial Reporting - Guidance for Smaller
          Public Companies published by the Committee of Sponsoring Organizations
          of the
          Treadway Commission (“COSO”); (ii) Internal Control over Financial Reporting -
          Guidance for Smaller Public Companies published by COSO; and (iii) various
          SEC
          releases and SEC interpretative guidance regarding internal control over
          financial reporting.


This
      Form
      10-KSB  Amendment #2 amends Item 8A of Part II of the Form 10-KSB and the
      Principal Executive Officer and Principal Financial Officer Certifications
      under
      Item 601(b)(31) of Regulation S-B (the “Amended Items”). In accordance with Rule
      12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), the amended items have been amended and restated in their entirety. No
      attempt has been made in this Form 10-KSB Amendment #2 to modify or update
      other disclosures as presented in the 10-KSB. Additionally,
      the exhibit list in Item 13 of Part III has not been updated except the
      currently-dated certifications from our Principal Executive Officer, as required
      by Rule 12b-15 under the Exchange Act, are filed with this Form 10-KSB Amendment
      #2 as Exhibits 31 and 32.




**Item
      8A. Controls and Procedures**




**Section
      1**




**Evaluation
      of Disclosure Controls and Procedures:**




We
      maintain disclosure controls and procedures, as defined in Rules 13a-15(e)
      and
      15d-15(e) under the Exchange Act that are designed to insure that information
      required to be disclosed in the reports we file or submit under the Exchange
      Act
      is recorded, processed, summarized and reported within the periods specified
      in
      the Securities and Exchange Commission’s rules and forms and that such
      information is accumulated and communicated to our management, including our
      Chief Executive Officer/Chief Financial Officer, or the persons performing
      similar functions, to allow timely decisions regarding required
      disclosure.




Under
      the
      supervision and participation of our Chief Executive Officer/Chief Financial
      Officer, or the persons performing similar functions, our management has
      evaluated the effectiveness of our disclosure controls and procedures as of
      the
      end of the period covered by this annual report. Based on that evaluation,
      our
      Chief Executive Officer/Chief Financial Officer, or the persons performing
      similar functions, concluded that our disclosure controls and procedures were
      ineffective as of December 31, 2007.




1


We
      have
      taken the following initial steps and will continue to take more steps to
      strengthen our disclosure controls and
      procedures, to evaluate and to remedy deficiencies and to test these
      procedures and controls on an ongoing basis.




1.
            We
                are seeking to hire a Chief Financial Officer, or an employee who
                will
                perform the functions of a Chief Financial Officer, who will strengthen
                the disclosure controls and procedures by implementing procedures
                that
                enhance recording, processing, summarizing and reporting within the
                time
                periods specified in the Commission’s rules and forms, simplifying certain
                accounting procedures, arrange for training of our accounting personnel
                that will be beneficial to strengthening our disclosure controls,
                expand
                our documentation of accounting transactions and related reviews,
                improving the timeliness and quality of financial reports to management,
                and improving the communications between our accounting/finance department
                and all sectors of our business;


2.
            We
                will increase our use of outside advisors to improve our quality
                of
                disclosure.




**Section
      2**




**Management’s
      Annual Report on Internal Control over Financial
      Reporting:**




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. Our internal control over financial reporting
      is the process designed by and under the supervision of our Chief Executive
      Officer/Chief Financial Officer, or the persons performing similar functions,
      to
      provide reasonable assurance regarding the reliability of our financial
      reporting and the preparation of our financial statements for external reporting
      in accordance with accounting principles generally accepted in the United States
      of America. Management has evaluated the effectiveness of our internal control
      over financial reporting using the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in Internal
      Control over Financial Reporting - Guidance for Smaller Public
      Companies .




Under
      the
      supervision and with the participation of our Chief Executive Officer/Chief
      Financial Officer. or the persons performing similar functions, our management
      has assessed the effectiveness of our internal control over financial reporting
      as of December 31, 2007 and concluded that it is effective.




This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit the Company to provide only management’s report
      in this annual report.




**Evaluation
      of Changes in Internal Control over Financial Reporting:**




Under
      the
      supervision and with the participation of our Chief Executive Officer/Chief
      Finanial Officer, or those persons performing similar functions, our management
      has evaluated changes in our internal controls over financial reporting that
      occurred during the fourth quarter of 2007. Based on that evaluation, our Chief
      Executive Officer/Chief Finanial Officer, or those persons performing similar
      functions, did not identify any change in our internal control over financial
      reporting that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




**Important
      Considerations:**




The
      effectiveness of our disclosure controls and procedures and our internal control
      over financial reporting is subject to various inherent limitations, including
      cost limitations, judgments used in decision making, assumptions about the
      likelihood of future events, the soundness of our systems, the possibility
      of
      human error, and the risk of fraud. Moreover, projections of any evaluation
      of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions and the risk that the degree of
      compliance with policies or procedures may deteriorate over time. Because of
      these limitations, there can be no assurance that any system of disclosure
      controls and procedures or internal control over financial reporting will be
      successful in preventing all errors or fraud or in making all material
      information known in a timely manner to the appropriate levels of
      management.






**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.








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