NUTRA PHARMA CORP - Quarter Report: 2018 September (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10–Q

(Mark One)


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

For the quarterly period ended September 30, 2018


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

For the transition period from _________ to ________

Commission file numbers 000–32141

NUTRA PHARMA CORP.

(Name of registrant as specified in its charter)


California		91–2021600
(State or Other Jurisdiction of Organization)		(IRS Employer Identification Number)

12538 West Atlantic Blvd.,

Coral Springs, Florida

33071

(Address of principal executive offices)

(Zip Code)

(954) 509–0911

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company.


Large accelerated filer ¨	Accelerated filer ¨
Non–accelerated filer þ	Smaller reporting company ¨
	Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o

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

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of November 19, 2018, there was 4,020,246,110 shares of common stock.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION	2

Item 1. Financial Statements	2

Condensed Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017	2

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)	3

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (Unaudited)	4

Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosures about Market Risk	27

Item 4. Controls and Procedures	27

PART II. OTHER INFORMATION	28

Item 1. Legal Proceedings	28

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3. Defaults Upon Senior Securities	29

Item 4. Mine Safety Disclosure	31

Item 5. Other Information	31

Item 6. Exhibits	31

NUTRA PHARMA CORP.

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

Forward Looking Statements

This Quarterly Report on Form 10–Q for the period ending September 30, 2018, contains forward–looking statements that involve risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward–looking statements. The words or phrases “would be,” “will allow, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward–looking statements.” We are subject to risks detailed in Item 1(a). All statements other than statements of historical fact are statements that could be deemed forward–looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward–looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NUTRA PHARMA CORP.

Condensed Consolidated Balance Sheets


		September 30,		December 31,
		2018		2017
		(Unaudited)
ASSETS
Current assets:
Cash	$	14,159	$	-
Accounts receivable		16,906		15,143
Inventory		41,786		20,142
Prepaid expenses and other current assets		151,757		52,500
Total current assets		224,608		87,785

Due from officer		-		269,772
Property and equipment, net		11,605		16,463
Other assets		15,550		15,550
Total assets	$	251,763	$	389,570

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	1,533,023	$	1,301,988
Accrued expenses		869,417		1,002,980
Deferred revenue		-		22,490
Due to officer		200,437		-
Derivative warrant liability		1,975		5,903
Other debt, net of discount		2,944,217		3,466,403
Total current liabilities		5,549,069		5,799,764
Promissory note		64,617		-
Total liabilities		5,613,686		5,799,764

Commitments and Contingencies (See Note 8)

Stockholders' deficit:

Preferred stock, $0.001 par value, 20,000,000 shares authorized: 3,000,000 Series A Preferred shares issued and outstanding at September 30, 2018 and December 31, 2017		3,000		3000
Common stock, $0.001 par value, 8,000,000,000 shares and 2,000,000,000 shares authorized: 4,014,246,110 and 2,032,233,701 shares issued and outstanding at September 30, 2018 and December 31, 2017		4,014,246		2,032,234
Additional paid-in capital		54,415,239		49,942,719
Accumulated deficit		(63,794,408)		(57,388,147)
Total stockholders' deficit		(5,361,923)		(5,410,194)
Total liabilities and stockholders' deficit	$	251,763	$	389,570

See the accompanying notes to the unaudited condensed consolidated financial statements

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Operations

(Unaudited)


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2018		2017		2018		2017
Net sales	$	43,966	$	38,049	$	104,323	$	88,207
Cost of sales		37,409		4,340		58,338		23,122
Gross profit		6,557		33,709		45,985		65,085

Operating expenses:
Selling, general and administrative - including stock based compensation of $30,000 and $4,985 for the three months ended September 30, 2018 and 2017, and $40,000 and $67,020 for the nine months ended September 30, 2018 and 2017, respectively		860,808		307,232		1,573,541		1,172,086
Total operating expenses		860,808		307,232		1,573,541		1,172,086
Loss from operations		(854,251)		(273,523)		(1,527,556)		(1,107,001)

Other Income (Expenses):
Rental Income		525		-		525		-
Interest expense		(266,889)		(95,063)		(707,372)		(265,915)
Change in fair value of derivatives		192,800		(612,863)		(4,151,435)		(1,649,719)
Loss on settlement of debt, net		(40,100)		-		(20,423)		(14,189)
Total other expenses		(113,664)		(707,926)		(4,878,705)		(1,929,823)
Loss before income taxes		(967,915)		(981,449)		(6,406,261)		(3,036,824)
Provision for income taxes		-		-		-		-
Net loss	$	(967,915)	$	(981,449)	$	(6,406,261)	$	(3,036,824)

Net loss per share - basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average number of shares outstanding during the period - basic and diluted		3,709,263,480		1,429,770,513		2,880,009,357		1,282,194,310

See the accompanying notes to the unaudited condensed consolidated financial statements

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		For the nine months ended September 30,
		2018		2017
Reconciliation of net loss to net cash used in operating activities:
Cash flows from operating activities:
Net loss	$	(6,406,261)	$	(3,036,824)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		498,470		-
Loss on settlement of debt and accounts payable		20,423		14,189
Depreciation		4,858		4,421
Stock-based compensation		40,000		67,020
Stock issued for loan modification		198,865		4,440
Change in fair value of derivative		4,151,435		1,649,719
Amortization of loan discount		314,219		74,392
Changes in operating assets and liabilities:
Increase in accounts receivables		(1,763)		(14,050)
Decrease (Increase) in inventory		(21,644)		5,420
Decrease (Increase) in prepaid expenses and other assets		(19,257)		3,216
Increase in accounts payable		235,236		294,388
Increase in accrued expenses		144,007		21,709
Decrease in deferred revenue		(22,490)		-
Net cash used in operating activities		(863,902)		(911,960)

Cash flows from financing activities:
Loans from officers		107,100		302,350
Repayment of officers loans		(141,070)		(174,400)
Repayments of notes payable-related party		-		(15,209)
Proceeds from convertible notes, net of debt discount and loan issuance cost of $40,450 and $0, respectively		941,800		550,500
Repayment of convertible notes		(3,000)		(40,000)
Proceeds from other notes payable		-		405,500
Repayments of other notes payable		(26,769)		(148,024)
Net cash provided by financing activities		878,061		880,717

Net (decrease) increase in cash		14,159		(31,243)

Cash - beginning of period		-		31,243

Cash - end of period	$	14,159	$	-

Supplemental Cash Flow Information:
Cash paid for interest	$	(5,425)	$	(75,207)
Cash paid for income taxes	$	-	$	-
Non cash Financing and Investing:
Note and stock issued in settlement of notes and accounts payable	$	348,050	$	-
Shares issued to satisfy debt	$	5,518,338	$	2,410,115
Discounts on notes payable	$	22,365	$	13,815
Debt discount for beneficial conversion features	$	246,913	$	5,241

See the accompanying notes to the unaudited condensed consolidated financial statements

NUTRA PHARMA CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2018

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin^®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin^®, an over-the-counter pain reliever that is a stronger version of Cobroxin^® and is designed to treat severe chronic pain. In December 2014, we launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs.

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial statements should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K.

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and Going Concern

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $63,794,408 at September 30, 2018. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $5,324,461 and a stockholders’ deficit of $5,361,923 at September 30, 2018.

There is substantial doubt regarding our ability to continue as a going concern which 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.

At September 30, 2018, we do not have sufficient cash to sustain our operations for the next year and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

On September 28, 2018, the United States Securities and Exchange Commission filed a lawsuit in the United States District Court for the Eastern District of New York against the Company and its CEO and Chairman Rik J. Deitsch, and a consultant to the Company, Sean McManus, alleging violations of the Securities Act, the Exchange Act and rules promulgated thereunder. The Company believes that the SEC complaint contains serious factual inaccuracies. The Company believes that the charges are without merit and intend to defend themselves vigorously.The Company does not believe the SEC investigation could impact Company’s ability to continue as a going concern (See Note 8).

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Use of Estimates

The accompanying Unaudited Condensed Consolidated 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. Significant estimates include our ability to continue as going concern, the recoverability of inventories and long-lived assets, and the valuation of stock-based compensation and certain debt and warrant liabilities. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC׆) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company has evaluated the impact of ASC 606 and determined that there is no change to the Company’s accounting policies, except for the recording of certain product sales to a distributor, in which a portion of the cash proceeds received is remitted back to the distributor. Under ASC 606, the Company determined that these sales should be recorded on a gross basis.

Adoption of ASC 606, Revenue from Contracts with Customers

On January 1, 2018, we adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic revenue recognition methodology under ASC 605, Revenue Recognition.

The cumulative impact of adopting ASC 606 resulted in no changes to retained earnings at January 1, 2018. The impact to revenue for the nine months ended September 30, 2018 was an increase of $3,740 as a result of applying ASC 606 to certain revenues generated through online distributors which are now presented gross as we have control over providing the products related to such revenues.

For the nine months ended September 30, 2018, the revenue recognized from contracts with customers was $104,323. The impact of adoption of ASC 606 on our unaudited condensed consolidated statement of operations was as follows:


		With Implementation of ASC 606		Before Implementation of ASC 606		Effect of Implementation
Revenue	$	104,323	$	100,583	$	3,740
Costs		(58,338)		(54,598)		3,740
Net effect of ASC 606 implementation					$	-

There was no balance sheet impact.

Accounting for Shipping and Handling Costs

We record shipping and handling costs incurred in cost of sales.

Accounts Receivable and Allowance for Doubtful Accounts

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of periodic credit evaluations of our customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable.

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts.

Inventories

Inventories, which are stated at the lower of average cost or net realizable value, and consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use.

The Company regularly reviews inventory quantities on hand. If necessary it records a provision for excess and obsolete inventory based primarily on its estimates of component obsolescence, product demand and production requirements. Write-downs are charged to cost of goods sold. Our inventory is carried net of a valuation allowance of $30,885 at September 30, 2018 and December 31, 2017.

Financial Instruments and Concentration of Credit Risk

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. In addition, for the nine months ended September 30, 2018, there was one customer that accounted for 27% of the total revenues.

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Convertible Debt

For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”).

A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of FASB ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”).

Property and Equipment and Long-Lived Assets

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

Property and equipment consists of the following at September 30, 2018 and December 31, 2017:


		September 30, 2018		December 31, 2017
Computer equipment	$	25,120	$	25,120
Furniture and fixtures		34,757		34,757
Lab equipment		53,711		53,711
Telephone equipment		12,421		12,421
Office equipment – other		16,856		16,856
Leasehold improvements		73,168		73,168
Total		216,033		216,033
Less: Accumulated depreciation		(204,428)		(199,570)
Property and equipment, net	$	11,605	$	16,463

We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At September 30, 2018, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the nine-months ended September 30, 2018 and 2017 was $4,858 and $4,421, respectively, and $1,105 and $1,168 for the three-months ended September 30, 2018 and 2017, respectively.

Income Taxes

We compute income taxes in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use of different methods to record bad debts and /or sales returns, and inventory reserves.

On an annual basis, we evaluate tax positions that have been taken or are expected to be taken in our tax returns to determine if they are more than likely to be sustained if the taxing authority examines the respective position. At September 30, 2018, we do not believe we have a need to record any liabilities for uncertain tax positions or provisions for interest or penalties related to such positions.

Since inception, we have been subject to tax by both federal and state taxing authorities. Until the respective statutes of limitations expire (which may be as much as 20 years while we have unused net operation losses), we are subject to income tax audits in the jurisdictions in which we operate. The Company’s 2015 to 2017 tax returns are subject to examination by Internal Revenue Services and State Taxing Agencies.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”). ASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Net Loss Per Share

Net loss per share is calculated in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of stock options and warrants would come from newly issued common shares from our remaining authorized shares. As of September 30, 2018 and 2017, the following items were not included in dilutive loss as the effect is anti-dilutive:


	September 30, 2018	September 30, 2017
Options and warrants	12,600,000	13,540,000
Convertible notes payable	3,260,602,785	1,762,604,798
Total	3,273,202,785	1,776,144,798

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We expect the impact of this ASU will result in the recognition of right-of-use assets and related obligations.

In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU No 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (quarter ending March 31, 2019 for the Company). Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company will evaluate the effects of adopting ASU 2018-07 if and when it is deemed to be applicable.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

2. FAIR VALUE MEASUREMENTS

Certain assets and liabilities that are measured at fair value on a recurring basis at September 30, 2018 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements.

The statement requires fair value measurement be classified and disclosed in one of the following three categories:


Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;
Level 2:	Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

The following table summarizes our financial instruments measured at fair value at September 30, 2018 and December 31, 2017:


		Fair Value Measurements at September 30, 2018
Liabilities:		Total		Level 1		Level 2		Level 3
Warrant liability	$	1,975	$	-	$	-	$	1,975
Convertible notes at fair value	$	1,058,968	$	-	$	-	$	1,058,968


		Fair Value Measurements at December 31, 2017
Liabilities:		Total		Level 1		Level 2		Level 3
Warrant liability	$	5,903	$	-	$	-	$	5,903
Convertible notes at fair value	$	1,925,959	$	-	$	-	$	1,925,959

The following table shows the changes in fair value measurements for the warrant liability using significant unobservable inputs (Level 3) during the nine months ended September 30, 2018 and the year ended December 31, 2017:


Description		September 30, 2018		December 31, 2017
Beginning balance	$	5,903	$	48,504
Purchases, issuances, and settlements		-		24,017
Day one loss on value of hybrid instrument		-		-
Total (gain) loss included in earnings (1)		(3,928)		(66,618)
Ending balance	$	1,975	$	5,903

(1) The gain related to the revaluation of our warrant liability is included in “Change in fair value of derivatives” in the accompanying consolidated unaudited statement of operations.

We valued our warrants using a Dilution-Adjusted Black-Scholes Model. Assumptions used include (1) 1.76% to 2.81% risk-free rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility of 229%-245% (4) zero expected dividends (5) exercise price set forth in the agreements (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

The following table summarizes the significant terms of each of the convertible notes for which the entire hybrid instrument is recorded at fair value at September 30, 2018 and December 31, 2017:


				Conversion Price – Lower of Fixed Price or Percentage of VWAP for Look–back Period
Debenture Issuance Year	Face Amount	Interest Rate	Default Interest Rate	Anti–Dilution Adjusted Price	% of Stock Price for Look-Back Period	Look–Back Period
2018	$657,700	8%	24%	$0.0002–$0.20	40%–60%	3 to 25 Days
2017	$682,099	8%-12%	18%	$0.0002-$0.20	40%-60%	3 to 25 Days

The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the nine months ended September 30, 2018 and the year ended December 31, 2017 for the Convertible Notes:


		September 30, 2018		December 31, 2017
Description
Beginning balance	$	1,925,959	$	1,672,728
Purchases, issuances, and settlements		498,980		580,143
Day one loss on value of hybrid instrument		2,021,041		999,228
Loss from change in fair value		2,134,326		1,314,325
Conversion to common stock		(5,518,338)		(2,594,100)
Repayment in cash		(3,000)		(46,365)
Ending balance	$	1,058,968	$	1,925,959

3. INVENTORIES

Inventories are valued at the lower of average cost or net realizable value. At September 30, 2018 and December 31, 2017, inventories were as follows:


		September 30, 2018		December 31, 2017
Raw Materials	$	55,380	$	35,653
Finished Goods		17,291		15,374
Inventory Reserve		(30,885)		(30,885)
Total Inventories	$	41,786	$	20,142

4. DUE TO/FROM OFFICER

At September 30, 2018, the balance due to our officer is $200,437. During the nine months ended September 30, 2018, we advanced $141,070 to and collected $107,100 from Mr. Deitsch and the Companies owned by him. As of September 30, 2018, we recorded a bad debt expense of $498,470 which represents a full valuation allowance for amounts owed by these Companies.

5. OTHER INDEBTEDNESS

Other indebtedness consists of the following at September 30, 2018 and December 31, 2017:


		September 30, 2018		December 31, 2017
Note payable– Related Party (Net of discount of $0 and $2,000, respectively) (1)	$	12,000	$	202,974
Notes payable – Unrelated third parties (Net of discount of $0 and $28,723, respectively) (2)		1,484,290		1,337,470
Convertible notes payable (Net of discount of $61,300 and $0, respectively) (3)		1,512,544		1,925,959
Ending balances		3,008,834		3,466,403
Less: Current portion		(2,944,217)		(3,466,403)
Long-term portion	$	64,617	$	-

(1)

During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid principal balance in full as of December 31, 2016. At September 30, 2018, we owed this director accrued interest of $137,645, which is included in accrued expenses in the condensed consolidated balance sheets.

In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by one of our directors. The notes carry interest at 12% annually and were due on the date that was nine-months from the execution and funding of the note. Upon default in February 2017, the Notes became convertible at $0.008 per share. During March 2017, we repaid principal balance of $6,365. During April 2017, the Notes with accrued interest were restated. The restated principal balance of $201,818 bears interest at 12% annually and was due October 12, 2017. During June 2017, we repaid principal balance of $8,844. The loan is in default and negotiation for settlement. The loan was reclassified to notes payable – unrelated third parties after the director resigned in March 2018. At September 30, 2018, we owed principal balance of $192,974 and accrued interest of $34,196.

In December 2017, we issued a promissory note to a related party in the amount of $12,000 with original issuance discount of $2,000. The note is due in twelve months from the execution and funding of the note. At September 30, 2018, the principal balance of the loan is $12,000.

(2)

At September 30, 2018, the balance of $1,484,290, consisted of the following loans:

On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). We repaid $25,000 during the three months ended March 31, 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 penalty was expensed during 2012. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013 the debt of $281,772 reverted back to LPR.

At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge and is currently outstanding and carries no interest.

In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At September 30, 2018, the accrued interest is $2,483.

In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $34,734.

In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At September 30, 2018, the accrued interest is $27,933.

In August 2016, we issued a promissory note to an unrelated third party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note was due in six months from the execution and funding of the note. During April 2017, the note with accrued interest were restated. The restated principal balance of $180,250 bears monthly interest at a rate of 2.5% and was due October 20, 2017. During January 2018, the note with accrued interest were restated. The restated principal balance of $220,506 bears monthly interest at a rate of 2.5% and was due July 12, 2018. In connection with this restated note, we issued 2,000,000 shares of our restricted common stock (See Note 6). We recorded a debt discount in the amount of $2,765 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for the debt discount for the nine months ended September 30, 2018 was $2,765. The note is in default and negotiation of settlement. During July 2018, we issued 5,000,000 restricted shares due to the default on repayment of the promissory note of $220,506 restated in January 2018 (See Note 6). The shares were valued at fair value of $5,500. At September 30, 2018, the accrued interest is $48,145.

On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $15,354.

In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $24,233.

In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $1,625.

During July 2017, we received a loan for a total of $200,000 from an unrelated third party. The loan was partially repaid through scheduled payments through August 2017 along with interest on average 15% annum. We have recorded loan costs in the amount of $5,500 for the loan origination fees paid at inception date. The debt discount was fully amortized as of September 30, 2018. At December 31, 2017, the principal balance of the loan was $191,329 and in negotiation of settlement. During June 2018, the loan was settled for $170,402 with scheduled repayments of approximately $7,000 per month through July 2020. We recorded a gain on settlement of debt in other income for $20,927. The Company repaid $21,769 during the third quarter of 2018. At September 30, 2018, the principal balance is $148,633.

In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The original issuance discount was fully amortized as of September 30, 2018. The note is in default and in negotiation of settlement. At September 30, 2018, the principal balance of the note is $50,000.

In September 2017, we issued a promissory note to an unrelated third party in the amount of $51,000 with original issue discount of $8,500. The note was due in six months from the execution and funding of the note. The original issuance discount was fully amortized as of September 30, 2018. The Company repaid $8,500 in cash in November 2017. In May 2018, the Noteholder received a total of 187,500,000 shares of our restricted common stock with a fair value of $243,750 in satisfaction of the remaining balance of $42,500. We recorded a loss on settlement of debt in other expense for $201,250 (See Note 6).

In September 2017, we issued a promissory note to an unrelated third party in the amount of $36,000 with original issue discount of $6,000. The note is due in one year from the execution and funding of the note. The original issue discount is amortized over the term of the loan. Amortization for the original issuance discount have been fully amortized as of September 30, 2018. Repayments of $1,500 and $5,000 have been made in 2017 and nine months ended September 30, 2018, respectively. The note is in default and in negotiation of settlement. During September 2018, we issued 5,000,000 restricted shares due to the default on repayment of the promissory note with a fair value of $3,000. At September 30, 2018, the principal balance of the note is $29,500.

In October 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issuance discount of $10,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,200 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for the debt discount and original issuance discount were fully amortized as of September 30, 2018. During April 2018, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayment (See Note 6). The shares were valued at fair value of $1,700. Later in April 2018, the Note was restated with principal balance of $60,000 including the original issuance discount of $10,000 due October 2018. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $8,678 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount and original issuance discount have been fully amortized as of September 30, 2018. As of September 30, 2018, the principal balance of the note is $60,000.

In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,300 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of September 30, 2018. The loan is in default and in negotiation of settlement. 1,000,000 shares of common stock were issued due to the default of repayments with a fair value of $1,500 (See Note 6). At September 30, 2018, the principal balance of the note is $60,000.

In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 10,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $5,600 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of September 30, 2018. The loan is in default and in negotiation of settlement. 1,500,000 shares of common stock were issued due to the default of repayments with a fair value of $2,250 (See Note 6). At September 30, 2018, the principal balance of the note is $120,000.

In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock (See Note 6). We recorded a debt discount in the amount of $2,900 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of September 30, 2018. The note is in default and in negotiation of settlement. 7,000,000 shares of common stock were issued due to the default of repayments with a fair value of $5,600 (See Note 6). At September 30, 2018, the principal balance of the note is $18,000.

In December 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000. The note was due in one year from the execution and funding of the note. During August 2018, the Note holder sold the debt of $60,000 to a non-related party. The subsequent note holder received a total of 145,000,000 shares of our restricted common stock with a fair value of $101,500 in satisfaction of the Note of $60,000 in full. We recorded a loss on settlement of debt in other expense for $41,500 (See Note 6). As a result of the conversion of the note, the debt discount has been fully amortized as of September 30, 2018.

(3)

At September 30, 2018, the balance of $1,512,544 net of discount of $61,300, consisted of the following convertible loans:

On March 19, 2014, we issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and were due on March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. The notes are in default and in negotiation of settlement. During the three months ended September 30, 2018, repayment of $3,000 was made. At September 30, 2018, these convertible notes payable with principal balance of $27,000 and accrued interest of $11,024, at fair value, was recorded at $77.

During December 2015, Mr. Deitsch, assigned $80,000 of his outstanding loan to an unrelated third party in the form of a Convertible Redeemable Note. The note carries interest at 4% and was due on December 7, 2016. The Note reverted back as the promissory note upon maturity date. On June 27, 2017, the Company owed principal balance of $80,000 plus accrued interest of $4,971. The total of $84,971 was assigned and sold to an unrelated third party in the form of a Convertible Redeemable Note (See Note 6(2)). The note carries interest at 8% and was due on June 27, 2018, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note into shares of Common Stock at fifty-five percent (55%) of lowest closing bid prices of our restricted common stock for the twenty trading days preceding the conversion date including the date of receipt of conversion notice. During July and August 2017, the Note holder made conversions of a total of 164,935,000 shares of our restricted common stock satisfying the principal balance of $55,325 with a fair value of $225,143. During February 2018, the Note holder made conversions of a total of 109,876,500 shares of our restricted common stock with a fair value of $156,625 in satisfaction of the remaining principal balance of $29,646 in full.

On March 31, 2017, we issued a convertible denture in the amount of $80,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 8% and was due on March 30, 2018, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note into shares of Common Stock at a fifty-five percent (55%) of the of the lowest closing bid price of our restricted common stock for the twenty trading days preceding the conversion date including the date of receipt of conversion notice. During February 2018, the Noteholder made a conversion of 70,123,500 shares of our restricted common stock with a fair value of $294,885 in satisfaction of a portion of the Note in the amount of $30,854 (See Note 6).

The noteholder sold and assigned the remaining balance of $49,146 with accrued interest of $3,276 to an unrelated third party in the form of a Convertible Redeemable Note. The note carries interest at 8% and is due on February 13, 2019, unless previously converted into shares of restricted common stock. The noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. During April and May 2018, the Note holder made conversions of a total of 65,885,713 shares of our restricted common stock with a fair value of $156,590 in satisfaction of the remaining principal balance of $49,146 and accrued interest in full (See Note 6).

On July 18, 2017, we issued a convertible denture in the amount of $150,000 to Coventry. The note carries interest at 8% and was due on July 18, 2018, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note into shares of Common Stock at a fifty-five percent (55%) of the of the lowest closing bid price of our restricted common stock for the twenty trading days preceding the conversion date including the date of receipt of conversion notice. During February 2018, the noteholder sold and assigned the balance of $150,000 with accrued interest of $6,000 to an unrelated third party in the form of a Convertible Redeemable Note. The note carries interest at 8% and is due on February 13, 2019, unless previously converted into shares of restricted common stock. The noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. During May and June 2018, the Noteholder made conversions of a total of 120,891,284 shares of our restricted common stock with a fair value of $202,292 in partial satisfaction of the note in the amount of $70,000 (See Note 6). During July through September 2018, the Note holder made conversions of a total of 206,988,570 shares of our restricted common stock with a fair value of $182,553 in satisfaction of the remaining principal balance $86,000 and accrued interest in full (See Note 6).

On March 28, 2016, we signed an expansion agreement with Brewer and Associates Consulting, LLC (“B+A”) to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve our cash obligation of $36,000 per original agreement, we issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. $40,000 and $60,000 of the notes were paid in full as of December 31, 2016 and December 31, 2017, respectively. The remaining balance of $20,000 Notes is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. At September 30, 2018, the convertible notes payable with principal balance of $20,000, at fair value, were recorded at $32,316.

During June 2016, we issued a Convertible Debenture in the amount of $72,000 to an unrelated third party as a result of debt sale. The Note carries interest at 8% and was due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note holder has the right to convert the note into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest volume weighted average prices (the VWAP) of our restricted common stock for the fifteen trading days preceding the conversion date. During August 2018, a Note holder received a total of 300,000,000 shares of our restricted common stock in satisfaction of the principal balance of $72,000 with accrued interest in full (See Note 9).

During June 2016, the notes payable of $50,000 originating in January 2016 with accrued interest of $4,800 was assigned and sold to an unrelated third party in the form of a Convertible Redeemable Note (See Note 5(2)). The note carries interest at 8% and was due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of our restricted common stock for the fifteen trading days preceding the conversion date. During May 2018, the Note holder made a conversion of 228,000,000 shares of our restricted common stock with a fair value of $319,200 in satisfaction of the principal balance of $54,800 and accrued interest in full (See Note 6).

During July 2016, we issued a convertible note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2.0% and convertible at $0.05 per share. During January 2017, the Note was restated with principal amount of $56,567 bearing monthly interest rate of 2.5%. The New Note of $56,567 was due on July 26, 2017 and convertible at $0.05 per share. During February 2018, the note with accrued interest of $65,600 was restated. The restated principal balance of $65,600 bears monthly interest at a rate of 2.5% and was due August 14, 2018. In connection with this restated note, we issued 1,000,000 shares of our restricted common stock (See Note 6). We recorded a debt discount in the amount of $4,035 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount was fully amortized as of September 30, 2018. During August 2018, the Notes with accrued interest of $10,476 were restated. The restated principal balance of $76,076 bears monthly interest at a rate of 2.5% and is due February 2019. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock (See Note 6). We recorded a debt discount in the amount of $3,800 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization of debt discount of $950 has been recorded as of September 30, 2018. The note is under personal guarantee by Mr. Deitsch. At September 30, 2018, the convertible note payable was recorded at $76,076. The accrued interest as of September 30, 2018 is $2,345.

In April 2017, we issued a Convertible Promissory Note for $33,000 to an unrelated third party. The note carries interest at 12% annually and was due on January 30, 2018. The Holder has the right to convert the loan, beginning on the date which is one hundred eighty (180) days following the date of the Note, into common stock at a price of sixty percent (60%) of the average of the three lowest trading prices of our restricted common stock for the fifteen trading days preceding the conversion date. During October 2017, the Noteholder made the conversions of a total of 50,125,000 of our restricted common stock satisfying the principal balance of $16,040 with a fair value of $35,596. During June 2018, the Note holder made a conversion of 150,000,000 shares of our restricted common stock with a fair value of $180,000 in satisfaction of the remaining principal balance of $16,960 with accrued interest in full (See Note 6).

During May and October 2017, we issued two Convertible Debentures for a total of $90,000 ($45,000 each) to Labrys. The notes carry interest at 12% and were due on July 19, 2017 and November 3, 2017, respectively, unless previously converted into shares of restricted common stock. Labrys has the right to convert the notes into shares of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty-five trading days preceding the conversion date. During November 2017, the Note holder made a conversion of 62,059,253 shares of stock satisfying the principal balance of $11,057 and accrued interest for a fair value of $51,732. During February 2018, we issued 45,000,000 shares of our restricted common stock with a fair value of $3,618,244 to Labrys in settlement of the remaining balance of $78,943 and accrued interest in full (See Note 6).

During December 2016, we issued a Convertible Debenture to an unrelated third party in the amount of $110,000. The note carries interest at 12% and matured on September 8, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading prices of our restricted common stock for the twenty-five trading days preceding the conversion date. During June and July 2017, the Note holder made conversions of a total of 179,800,000 shares of stock satisfying the principal balance of $63,001 and accrued interest for a fair value of $298,575. During February 2018, the remaining balance of $46,999 with accrued interest of $2,820 was assigned and sold to an unrelated third party in the form of a Convertible Redeemable Note. During February and July, 2018, in connection with the settlement of a default penalty of the original debt, we issued a total of 105,157,409 shares of our restricted common stock to the original Note holder with a fair value of $173,350.

The new note of $49,819 carries interest at 8% and is due on February 13, 2019, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. During September 2018, the Noteholder made a conversions of 52,244,433 shares of our restricted common stock with a fair value of $37,011 in satisfaction of principal balance of $15,000 and accrued interest in full (See Note 6). At September 30, 2018, the convertible note payable with principal balance of $34,819, at fair value, was recorded at $58,979.

During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note carries interest at 8% and was due on May 4, 2018, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. During November 2017, the Note holder made a conversion of our restricted common stocks satisfying the principal balance of $856 and penalty of $6,400 for a fair value of $21,399. During February 2018, the remaining balance of $63,144 with accrued interest and penalty of $12,442 was assigned and sold to three unrelated third parties. During June 2018, a Note holder made a conversion of 50,670,000 shares of our restricted common stock with a fair value of $70,938 in satisfaction of the balance of $34,060 plus accrued interest of $6,476 (See Note 6). At September 30, 2018, the remaining principal of $29,381 plus accrued interest of $7,138, at fair value, was recorded at $60,876.

During January through September 2018, we issued convertible notes payable to the 14 unrelated third parties for a total of $435,750 with original issue discount of $40,450. The notes are due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. The difference between the conversion price and the fair value of the Company’s common stock on the date of issuance of the convertible notes, resulted in a beneficial conversion feature in the amount of $246,913. In addition, upon the issuance of convertible notes, the Company issued 1,250,000 shares of common stock (See Note 6). The Company has recorded a debt discount in the amount of $3,087 to reflect the value of the common stock as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stock and additional paid-in capital. The total discount of $250,000 and original issuance discount of $40,450 was amortized over the term of the debt. Amortization for the nine months ended September 30, 2018 was $232,000. At September 30, 2018, the principal balance of the notes, net of discount of $58, 450 is $377,300.

$99,150 of the above mentioned convertible notes payable to seven of the unrelated third parties with original issue discount of $10,150 are in default and in negotiation of settlement.

During February 2018, we issued a convertible denture in the amount of $200,000 to an unrelated third party. The note carries interest at 8% and is due in February 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $1,646,242. At September 30, 2018, the convertible note payable with principal balance of $200,000 and accrued interest of $10,037, at fair value, was recorded at $338,837. The note carries additional $200,000 “Back-end Note” ($100,000 each) with the same terms as the original note.

During April 2018, $65,000 of one of the $100,000 Back-end Note was funded. The note carries interest at 8% and is due in February 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $100,700. At September 30, 2018, the convertible note payable, at fair value, was recorded at $110,122.

During March 2018, we issued a convertible denture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and is due in March 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $48,418. At September 30, 2018, the convertible note payable, at fair value, was recorded at $101,958. The note carries an additional “Back-end Note” with the same terms as the original note that enables the lender to lend to us another $60,000.

During June 2018, the $60,000 Back-end Note was funded. The note carries interest at 8% and is due in March 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $68,067. At September 30, 2018, the convertible note payable, at fair value, was recorded at $101,958.

During May 2018, we issued a convertible denture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and is due in May 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $59,257. At September 30, 2018, the convertible note payable, at fair value, was recorded at $102,612.

During August 2018, we issued a convertible denture in the amount of $31,500 to an unrelated third party. The note carries interest at 8% and is due in August 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $23,794. At September 30, 2018, the convertible note payable, at fair value, was recorded at $54,365.

During July 2018, we issued a convertible denture in the amount of $50,000 to an unrelated third party. The note carries interest at 8% and is due in July 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at fifty five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $46,734. At September 30, 2018, the convertible note payable, at fair value, was recorded at $71,298.

During August 2018, we issued a convertible denture in the amount of $20,000 to an unrelated third party. The note carries interest at 8% and is due in August 2019, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note into shares of Common Stock at fifty five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $17,829. At September 30, 2018, the convertible note payable, at fair value, was recorded at $28,627.

The Company has concluded that the embedded conversion option and several other features embedded in the hybrid debt agreement requires bifurcation and classification as liabilities, at fair value. As an alternative to this accounting, the Company elected to record the entire hybrid financing instrument as a single financial liability and measured at fair value under the guidance of ASC Topic 815.

6. STOCKHOLDERS' DEFICIT

Authorized Shares

On March 7, 2018, we obtained written consents from stockholders holding a majority of our outstanding voting stock to approve an amendment of the Company’s articles of incorporation, as amended, to increase the number of authorized shares of common stock from 2,000,000,000 to 8,000,000,000.

Common Stock Issued with Indebtedness

In January and February 2018, in connection with four notes payable, we issued a total of 4,250,000 shares of our restricted common stock with a fair value of $9,887 (See Note 5).

In April 2018, in connection with a note payable, we issued a total of 5,000,000 shares of our restricted common stock with a fair value of $8,678 (See Note 5).

In August 2018, in connection with a note payable, we issued a total of 5,000,000 shares of our restricted common stock with a fair value of $3,800 (See Note 5).

Common Stock Issued for Conversion of Convertible Debt

During February 2018, a Note holder made conversions of a total of 70,123,500 shares of our restricted common stock with a fair value of $294,885 in satisfaction of the principal balance of $30,854 of an $80,000 Note originated in March 2017 (See Note 5).

During February 2018, a Note holder received 109,876,500 shares of our restricted common stock with a fair value of $156,625 upon conversion of $29,646 of an $84,971 Note originated in June 2017 (See Note 5). During February 2018, a Note holder received 45,000,000 of our restricted common stock with a fair value of $3,618,244 upon conversion of the remaining balance of $78,943 of $90,000 Notes originated in May and October 2017 (See Note 5).

During April and May 2018, a Note holder made conversions of a total of 65,885,713 shares of our restricted common stock with a fair value of $156,590 in satisfaction of the remaining principal balance of $49,146 assigned and purchased from a Note originated in March 2017 (See Note 5).

During May and June 2018, a Note holder made conversions of a total of 120,891,284 shares of our restricted common stock with a fair value of $202,292 in satisfaction of the balance of $70,000 of a $156,000 Note assigned and purchased from a Note originated in July 2017 (See Note 5).

During May 2018, a Note holder received a total of 228,000,000 shares of our restricted common stock with a fair value of $319,200 in satisfaction of the remaining principal balance of $54,800 assigned and purchased from a Note originated in June 2016 (See Note 5).

During June 2018, a Note holder made a conversion of 150,000,000 shares of our restricted common stock with a fair value of $180,000 in satisfaction of the remaining principal balance of $16,960 of $33,000 Notes originated in May 2017 (See Note 5).

During June 2018, a Note holder made a conversion of 50,670,000 shares of our restricted common stock with a fair value of $70,938 in satisfaction of the principal balance of $34,060 and accrued interest of $6,476 assigned and purchased from a Note originated in May 2017 (See Note 5).

During July through September 2018, a Note holder made conversions of a total of 206,988,570 shares of our restricted common stock with a fair value of $182,553 in satisfaction of the remaining principal balance $86,000 and accrued interest in full from a Note originated in February 2018(See Note 5).

During September 2018, a Note holder made a conversion of 52,244,433 shares of our restricted common stock with a fair value of $37,011 in satisfaction of principal balance of $15,000 and accrued interest in full from a Note originated in February 2018 (See Note 5).

During August 2018, a Note holder received a total of 300,000,000 shares of our restricted common stock in satisfaction of the principal balance of $72,000 with accrued interest in full for a Note originated in July 2016 (See Note 5).

Common Stock Issued for Conversion of Promissory Note

During May 2018, a Note holder received a total of 187,500,000 shares of our restricted common stock with a fair value of 243,750 in satisfaction of the remaining balance of $42,500 from a Note originated in September 2017 (See Note 5).

During August 2018, a Note holder received a total of 145,000,000 shares of our restricted common stock with a fair value of $101,500 in satisfaction of the Note of $60,000 originated in December 2017 in full. We recorded a loss on settlement of debt in other expense for $41,500 (See Note 5).

Common Stock Issued for Account Payable

During August 2018, the Company issued a total of 2,800,000 shares of the company’s restricted common stock to settle the outstanding fees of $4,200 with a fair value of $2,800. We recorded a gain on settlement of accounts payable in other expense for $1,400.

Common Stock Issued for Settlement of Default Penalty

During February and July, 2018, in connection with the settlement of a default penalty of debt, we issued a total of 105,157,409 shares of our restricted common stock with a fair value of $173,350 to the Note holder (See Note 5).

Common Stock Issued for Default Payments

During April 2018, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayment of the promissory note of $50,000 originated in October 2017 (See Note 5). The shares were valued at fair value of $1,700.

During April through September, 2018, we issued a total of 26,625,000 restricted shares to 14 Note holders due to the default on repayment of the promissory notes. The shares were valued at fair value of $23,815 (See Note 5).

Common Stock Issued for Services

During June 2018, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, 100,000,000 shares of the Company’s restricted common stocks were issued. The share was valued at $0.0012 per share. The Company recorded an equity compensation charge of $40,000 during the nine months ended September 30, 2018. The remaining unrecognized compensation cost of $80,000 related to non-vested equity-based compensation will be recognized by the Company over the remaining vesting period.

Beneficial Conversion Features

During January through September 2018, the Company has recorded beneficial conversion features in the amount of $246,913 as additional paid-in capital due to the difference between the conversion price and the fair value of the Company’s common stock on the date of issuance of the convertible notes (See Note 5).

7. STOCK WARRANTS

Common Stock Warrants

A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the nine months ended September 30, 2018:


	Number Of shares		Weighted average exercise price
Balance December 31, 2017	13,540,000	$	0.023
Exercised	(-)		-
Issued	-	$	-
Forfeited	(940,000)		0.015
Balance September 30, 2018	12,600,000	$	0.026

The following table summarizes information about fixed-price warrants outstanding as of September 30, 2018:

Exercise Price

Weighted

Average

Number

Outstanding

Weighted Average Contractual Life

Weighted Average Exercise Price

2018

0.005-1.00

12,600,000

1.01 years

0.026

At September 30, 2018, the aggregate intrinsic value of all warrants outstanding and expected to vest was $0. The intrinsic value of warrant share is the difference between the fair value of our restricted common stock and the exercise price of such warrant share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money warrants had they exercised their warrants on the last trading day of the period and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.0004, closing stock price of our restricted common stock on September 28, 2018. There were no in-the-money warrants at September 30, 2018.

8. COMMITMENTS AND CONTINGENCIES

Operating Leases

In February 2013, we entered into a three-year operating lease for monthly payments of approximately $3,500 which expired in January 2016. In February 2016, we entered into a new three-year operating lease for monthly payments of approximately $3,200 which expires in February 2019. ReceptoPharm leases a lab and renewed its operating lease agreement for five years in July of 2012. The lease requires monthly payments of approximately $6,400 from August 1, 2012 through August 1, 2017. The lease was renewed in February 2016 for another five years beginning August 1, 2017.

Future minimum payments under these lease agreements are as follows:


		Total
2018 (nine months)	$	31,623
2019		91,913
2020		87,991
2021		91,379
2022		54,490
	$	357,396

Rent expense for the three-months ended September 30, 2018 and 2017 $25,166 and $31,867, respectively. Rent expense for the nine-months ended September 30, 2018 and 2017 approximated $92,968 and $92,552, respectively.

Consulting Agreements

During July 2015, we signed an agreement with a company to provide for consulting services for five years. In connection with the agreement, 500,000 shares of our restricted common stock and a one year 8% note of $50,000 were granted. The shares were valued at $0.18 per share. The shares and note payable have not been issued as of September 30, 2018. We have accrued the $142,500 in accrued expense and equity compensation.

Litigation

Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc.

On June 1, 2015, ReceptoPharm entered into a settlement agreement with Patricia Meding, a former officer and shareholder of ReceptoPharm. The settlement relates to a lawsuit filed by Ms. Meding against ReceptoPharm (Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc., Index No.: 18247/06, New York Supreme Court, Queens County) in which she claimed to own certain shares of ReceptoPharm stock and claimed to be owed amounts on a series of promissory notes allegedly executed in 2001 and 2002.

The settlement agreement executed on June 1, 2015 provides that ReceptoPharm will pay Ms. Meding a total of $360,000 over 35 months. The first payment of $20,000 was made on July 1, 2015. A second payment of $20,000 was made on August 17, 2015 with 32 subsequent monthly $10,000 payments due on the 15th of every month thereafter. To date, ReceptoPharm has made all monthly payments due under the agreement. In the event of default on any of the payments due under the settlement agreement, the settlement amount would increase by an additional $200,000. As of September 30, 2018, all payments were made and the settlement is concluded. We have recorded $200,000 in loss on settlement of debt, net for the over accrual of default upon payments in full in April 2018.

Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik “Rik” Deitsch

On April 21, 2011, Nutra Pharma Corp. and its CEO, Erik Deitsch, were named as defendants in Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik “Rik” Deitsch, Superior Court of Fulton County, Georgia, Civil Action No. 2011–CV–199562. Liquid Packaging Resources, Inc. (“LPR”) claimed that Nutra Pharma Corp. and Mr. Deitsch, directly or through other companies, placed orders with LPR that required LPR to purchase components from third parties. LPR sought reimbursement for those third party expenses in the amount of not less than $359,826.85 plus interest. LPR also sought punitive damages in the amount of not less than $500,000 and attorney's fees.

Mr. Deitsch and Nutra Pharma Corp. then removed the action to the United States District Court, Northern District of Georgia, Civil Action No. 11–CV–01663–ODE. After removal, LPR amended the Complaint to assert that Nutra Pharma Corp. and Mr. Deitsch were the alter egos of the alleged other companies through whom the subject orders were placed and therefore should be considered one and the same.

At LPR's request, the parties mediated the dispute. At the mediation, the parties worked out an agreement whereby Nutra Pharma Corp. would purchase from LPR the components LPR purchased from third parties at an amount slightly less than the principal amount of the suit and on terms acceptable to us. The agreed price was $350,000 payable over 7 months in equal $50,000 amounts. The litigation was dismissed in August of 2011. Following several payments under the parties’ agreement, the parties entered into two amended payment schedules as accommodations to Nutra Pharma Corp. to allow it to make payments that had been missed. Nutra Pharma Corp. did not make a payment in March 2012 and LPR subsequently called Nutra Pharma Corp. in default of the parties’ agreement.

On June 11, 2012, LPR sold its debt to Southridge Partners, LLP in an agreement to be paid out over time. In August 2013, LPR cancelled their agreement with Southridge Partners, LLP. LPR filed a notice of intent to administratively dissolve in May 2015 (with the dissolution becoming effective in December 2015) and has not pursued its claimed default against Nutra Pharma Corp. in any court or other formal proceeding since that date.

Paul Reid et al. v. Nutra Pharma Corp. et al.

On August 26, 2016, certain of former ReceptoPharm employees and a former ReceptoPharm consultant filed a lawsuit in the 17th Judicial Circuit in and for Broward County, Florida (Case No. CACE16–015834) against Nutra Pharma and Receptopharm to recover $315,000 allegedly owing to them under a settlement agreement reached in an involuntary bankruptcy action that was brought by the same individuals in 2012 and for payment of unpaid wages/breach of written debt confirms. On September 28, 2016, Nutra Pharma and Receptopharm filed a motion to dismiss the lawsuit.

Nutra Pharma and Receptopharm believe that the lawsuit is without merit and also intend to file a counterclaim against these former employees/consultants for misconduct that Nutra Pharma discovered after execution of the aforementioned settlement agreement. We intend to vigorously contest this matter.

On October 26, 2017, the Court dismissed the claims for unpaid wages/breach of written debt confirms but allowed the claim for alleged breach of the settlement agreement to go forward. Since the Petitioners can only reinforce the settlement amount due to passing of statute of limitation, we have accrued the settlement for $315,000 and recorded the gain on settlement of $770,968 in other income for the year ended December 31, 2015. The accrued balance for the settlement has not changed as of September 30, 2018.

Get Credit Healthy, Inc. v. Nutra Pharma Corp. and Rik Deitsch, Case No. CACE 18-017055

On August 1, 2018, Get Credit Healthy, Inc. filed a lawsuit against Nutra Pharma Corp. and Rik Deitsch (collectively the “Defendants”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-017055) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On September 10, 2018, the Defendants filed their Answer and Affirmative Defenses to the Complaint. The Defendants believe that the lawsuit is without merit and that they have a number of valid defenses to this claim. Among other things, the majority owner of Get Credit Healthy, Inc. violated the terms of a Binding Memorandum of Understanding by failing to invest in Nutra Pharma Corp. and fraudulently inducing Defendants to enter into the subject amended promissory note. Defendants plan on filed a third-party complaint against the majority owner of Get Credit Healthy, Inc. for his misrepresentations and to vigorously contest this matter. Counsel for Get Credit Healthy, Inc. has requested an early mediation conference in an attempt to resolve our dispute. We agreed to this request (in large part because we will be required to mediate the lawsuit prior to trial under the applicable local rules), but as of yet, no mediation date has been set. At September 30, 2018, we owed principal balance of $101,818 and accrued interest of $17,944 (See Note 5).

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against Nutra Pharma Corp. (“Defendant”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000.00 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Defendants filed their Answer and Affirmative Defenses to the Complaint. Notably, CSA 8411, LLC is owned by the same individual that is the majority owner of Get Credit Healthy, Inc. Defendant believes that this lawsuit, just like the lawsuit filed by Get Credit Healthy, Inc., is without merit. Moreover, Defendant believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in Nutra Pharma Corp. and fraudulently inducing Defendant to enter into the subject amended promissory note. Defendant intends to file a third-party complaint against the owner of CSA 8411, LLC for his misrepresentations and to vigorously contest this matter. As of yet, counsel for CSA 8411, LLC has not reached out to us to set mediation. However, given the fact that the claims at issue involve the same underlying facts as the claims at issue in the lawsuit filed by Get Credit Healthy, Inc., we anticipate that both matters will be set for mediation at the same time. At September 30, 2018, we owed principal balance of $91,156 and accrued interest of $16,253 (See Note 5).

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against Nutra Pharma, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, Nutra Pharma and the other defendants defrauded investors by making materially false and misleading statements about Nutra Pharma and violated anti-fraud and other securities laws.

The violations alleged against Nutra Pharma by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which Nutra Pharma failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose Nutra Pharma’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about Nutra Pharma, that Mr. Deitsch engaged in manipulative trades of Nutra Pharma’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

Nutra Pharma disputes the allegations and intends to vigorously defend the lawsuit. Nutra Pharma is informed by Mr. Deitsch and Mr. McManus that they also intend to do the same. Nutra Pharma does not believe that it engaged in any fraudulent activity or made any material misrepresentations concerning Nutra Pharma and/or its products.

9. SUBSEQUENT EVENTS

Convertible Notes Payable and Common Stock issued with Debt

During October 2018, we issued convertible notes to an unrelated third parties for $40,000 with original issuance discount of $8,000. The note is due in six months from the execution and funding of the note. In connection with the issuance of the note, we issued a total 6,000,000 shares of our restricted common stock. The Noteholder has the right to convert the note into shares of Common Stock at $0.0005 per share.

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

Introduction

Our business during the second quarter of 2018 has focused upon marketing our homeopathic drugs for the treatment of pain:

Nyloxin^® (Stage 2 Pain)

Nyloxin^® Extra Strength (Stage 3 Pain)

Pet Pain–Away™

We will continue this focus during the remainder of 2018.

During our third quarter of 2018 and thereafter, the following has occurred:

On July 3, 2018 we announced that DEG Productions had signed an exclusive distribution deal with one of the nation’s leading direct mail marketers to launch a private label version of Pet Pain–Away™. The product will be marketed nationally to a proven list of pet product buyers through a stand–alone custom mailer. The direct mail campaign is complimentary to the ongoing television campaign in that it is designed to acquire new customers and convert them into the monthly auto–ship program.

On July 17, 2018 we announced that we had executed an agreement with American Marketing Technologies (“AMT”) to launch an integrated Internet marketing campaign combined with a program to target a number of national retail chains. AMT’s approach to market the products is to create more awareness through social media and online marketing while trying to have these products available on shelves across the country. As they build brand awareness online; they will provide the pull–through to put the products on store shelves throughout the US.

On September 25, 2018 we announced that our work with EuroAmerican IP, LLC had resulted in a listing of the Nyloxin^® product line on the website, www.GoVets.com. GoVETS, is the online marketplace under the National Veteran Small Business Coalition (NVSBC) to buy from VA-verified Service-Disabled Veteran-Owned Small Businesses (SDVOSBs). EuroAmerican has teamed with BioArmor, LLC as the SDVOSB Company who established a Vendor Marketplace Agreement with the GoVets Program. Thus providing the capability to market and sell the Nyloxin product Line in the GoVets Program.

Nyloxin^®/Nyloxin^® Extra Strength

We offer Nyloxin^®/Nyloxin^® Extra Strength as our over–the–counter (OTC) pain reliever that has been clinically proven to treat moderate to severe (Stage 2) chronic pain.

Nyloxin^® and Nyloxin^® Extra Strength are available as a two ounce topical gel for treating joint pain and pain associated with arthritis and repetitive stress, and as a one ounce oral spray for treating lower back pain, migraines, neck aches, shoulder pain, cramps, and neuropathic pain. Both the topical gel and oral spray are packaged and sold as a one–month supply.

Nyloxin^® and Nyloxin^® Extra Strength offer several benefits as a pain reliever. With increasing concern about consumers using opioid and acetaminophen–based pain relievers, the Nyloxin^® products provide an alternative that does not rely on opiates or non–steroidal anti–inflammatory drugs, otherwise known as NSAIDs, for their pain relieving effects. Nyloxin^® also has a well–defined safety profile. Since the early 1930s, the active pharmaceutical ingredient (API) of Nyloxin^®, Asian cobra venom, has been studied in more than 46 human clinical studies. The data from these studies provide clinical evidence that cobra venom provides an effective treatment for pain with few side effects and has the following benefits:

safe and effective;

all natural;

long–acting;

easy to use;

non–narcotic;

non–addictive; and

analgesic and anti–inflammatory.

Potential side effects from the use of Nyloxin^® are rare, but may include headache, nausea, vomiting, sore throat, allergic rhinitis and coughing.

The primary difference between Nyloxin^® and Nyloxin^® Extra Strength is the dilution level of the venom. The approximate dilution levels for Nyloxin^® and Nyloxin^® Extra Strength are as follows:

Nyloxin^®

Topical Gel: 30 mcg/mL

Oral Spray: 70 mcg/mL

Nyloxin^® Extra Strength

Topical Gel: 60 mcg/mL

Oral Spray: 140 mcg/mL

In December 2011, we began marketing Nyloxin^® and Nyloxin^® Extra Strength at www.nyloxin.com. Both Nyloxin^® and Nyloxin^®Extra Strength are packaged in a roll–on container, squeeze bottle and as an oral spray. Additionally, Nyloxin^® topical gel is available in an 8 ounce pump bottle.

We are currently marketing Nyloxin^® and Nyloxin^® Extra Strength as treatments for moderate to severe chronic pain. Nyloxin^® is available as an oral spray for treating back pain, neck pain, headaches, joint pain, migraines, and neuralgia and as a topical gel for treating joint pain, neck pain, arthritis pain, and pain associated with repetitive stress. Nyloxin^® Extra Strength is available as an oral spray and gel application for treating the same physical indications, but is aimed at treating the most severe (Stage 3) pain that inhibits one’s ability to function fully.

Nyloxin^® Military Strength

In December 2012, we announced the availability of Nyloxin^® Military Strength for sale to the United States Military and Veteran's Administration. Over the past few years, the U.S. Department of Defense has been reporting an increase in the use and abuse of prescription medications, particularly opiates. In 2009, close to 3.8 million prescriptions for pain relievers were written in the military. This staggering number was more than a 400% increase from the number of prescriptions written in the military in 2001. But prescription drugs are not the only issue. The most common and seemingly harmless way to treat pain is with non–steroidal, anti–inflammatory drugs (NSAIDS). But there are risks. Overuse can cause nausea, vomiting, diarrhea, heartburn, ulcers and internal bleeding. In severe cases chest pain, heart failure, kidney dysfunction and life–threatening allergic reactions can occur. It is reported that approximately 7,600 people in America die from NSAID use and some 78,000 are hospitalized. Ibuprofen, also an NSAID has been of particular concern in the military. The terms “Ranger Candy” and “Military Candy” refer to the service men and women who are said to use 800mg doses of Ibuprofen to control their pain. But when taking anti–inflammatory Ibuprofen in high doses for chronic pain, there is potential for critical health risks; abuse can lead to serious stomach problems, internal bleeding and even kidney failure. There are significantly greater health risks when abuse of this drug is combined with alcohol intake. Our goal is that with Nyloxin^®, we can greatly reduce the instances of opiate abuse and overuse of NSAIDS in high risk groups like the US military. The Nyloxin^®Military Strength represents the strongest version of Nyloxin^® available and is approximately twice as strong as Nyloxin^® Extra Strength. We are working with outside consultants to register Nyloxin^® Military Strength and the other Nyloxin^® products for sale to the US government and the various arms of the military as well as the Veteran's Administration. To date, we have been unable to get our products onto the Federal Supply Schedule for eventual sales to governmental agencies or to the US Military, but will continue these efforts.

International Sales

We are pursuing international drug registrations in Canada, Mexico, India, Australia, New Zealand, Central and South America and Europe. Since European rules for homeopathic drugs are different than the rules in the US, we cannot estimate when this process will be completed. On March 25, 2013 we announced the publication of our patent and trademark for Nyloxin^® in India. We are currently working with potential Distributors in India. In February, 2015 we completed the first test shipments to India. We plan to begin active sales and marketing in India in 2019.

On May 14, 2015 we announced that we had engaged the Nature's Clinic to begin the process of regulatory approval of our Company's Over–the–Counter pain drug, Nyloxin^® for marketing and distribution in Canada. The Nature’s Clinic has already begun setting up their Chatham, Ontario warehouse and expect to complete the approval process to begin distributing Nyloxin^® by early 2019.

On February 1, 2018 we announced a Distribution Agreement with the Australian company, Pharmachal PTY LTD to market and distribute Nyloxin^® in Australia and New Zealand. Pharmachal has begun the registration process with the TGA (Therapeutic Goods Administration). At this time, we do not know if our products will qualify for TGA registration and cannot provide a timeline for the eventual distribution in Australia.

Additionally, we plan to complete several human clinical studies aimed at comparing the ability of Nyloxin^® Extra Strength to replace prescription pain relievers. We have provided protocols to several hospitals and will provide details and timelines when those protocols have been accepted. We cannot provide any timeline for these studies until adequate financing is available.

To date, our marketing efforts have been limited due to lack of funding. As sales increase, we plan to begin marketing more aggressively to increase the sales and awareness of our products.

Pet Pain–Away™

During June of 2013, we announced the launch of our new homeopathic formula for the treatment of chronic pain in companion animals, Pet Pain–Away™. Pet Pain–Away™ is a homeopathic, non–narcotic, non–addictive, over–the–counter pain reliever, primarily aimed at treating moderate to severe chronic pain in companion animals. It is specifically indicated to treat pain from hip dysplasia, arthritis pain, joint pain, and general chronic pain in dogs and cats. The initial product run was completed in December of 2014 and launched through Lumaxa Distributors on December 19, 2014.

In May of 2016, we signed a license agreement to begin the process of creating an infomercial (Direct Response) campaign for Pet Pain–Away™. In November of 2016, we announced the license agreement with DEG Productions for the marketing and distribution of Pet Pain–Away globally. DEG has the ability to earn the exclusive distribution rights for the product by reaching certain sales milestones. DEG has created their own website (www.getpetpainaway.com) and began airing commercials in December of 2016. DEG is expected to ramp up their sales and marketing of Pet Pain–Away throughout 2018.

Luxury Feet

In June of 2017 we announced the creation of Luxury Feet; an over–the–counter pain reliever and anti–inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos. We are currently seeking distributors for Luxury Feet and expect the sales rollout in early 2019.

Equine Nyloxin^®

In October of 2013, we announced that we were in the process of launching the newest addition to our line of homeopathic treatments for chronic pain, Equine Nyloxin®, a topical therapy for horses that is packaged as a two piece kit: Nyloxin® Topical Gel comprises Step 1 and a solution of DMSO (dimethylsulfoxide) comprises Step 2. We have been working with trainers and veterinarians in the equine industry and have already identified distributors for the product. The Equine Nyloxin® represents the Company's first topical solution for the animal market. The product is now undergoing market evaluation. Depending on market research results, we may delay the product launch and will review options for potential distribution in the future.

Drug Discovery and Pipeline

Nutra Pharma is developing proprietary therapeutic protein products for the biologics market. The Company has two leading drug candidates: RPI–MN and RPI–78M.

RPI–MN

RPI–MN inhibits the entry of several viruses that are known to cause severe neurological damage in such diseases as encephalitis and Human Immunodeficiency Virus (HIV). It is being developed first for the treatment of HIV.

RPI–78M

RPI–78M is being developed for the treatment of Multiple Sclerosis (MS) and Adrenomyeloneuropathy (AMN). Other neurological and autoimmune disorders that may be served by RPI–78M include Myasthenia Gravis (MG), Rheumatoid Arthritis (RA) and Amyotrophic Lateral Sclerosis (ALS).

RPI–78M and RPI–MN contain anticholinergic peptides that recognize the same receptors as nicotine (acetylcholine receptors) but have the opposite effect. In a specific chemical process unique to Nutra Pharma, the drugs are created through a process of chemical modification.

In September, 2015 RPI–78M was granted Orphan Status by the FDA for the treatment of pediatric Multiple Sclerosis. This allows for much shorter timelines to drug approval, waiver of FDA fees (around $2.5M), rolling review and fast–track approval. Orphan status also allows for potential grant money and other funding opportunities through the clinical process.

RPI–MN and RPI–78M possess several desirable properties as drugs:

They lack measurable toxicity but are still capable of attaching to and affecting the target site on the nerve cells. This means that patients cannot overdose.

They display no serious adverse side effects following years of investigations in humans and animals.

They are extremely stable and resistant to heat, which gives the drugs a long shelf life. The drugs' stability has been determined to be over 4 years at room temperature. This is extremely unusual for a biologic drug.

RPI–78M may be administered orally –– a first for a biologic MS drug. This will present MS patients with additional quality of life benefits by eliminating the requirement for routine injections.

They are easy to administer.

We are currently working with consultants to develop trial protocols for a Phase I/II trial for the use of RPI–78M in the treatment of Pediatric Multiple Sclerosis. We expect to begin the trial in FY2019.

Critical Accounting Policies and Estimates

Our condensed consolidated unaudited financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. In general, management’s estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management under different and/or future circumstances.

We believe that our critical accounting policies and estimates include our ability to continue as a going concern, revenue recognition, accounts receivable and allowance for doubtful accounts, inventory obsolescence, accounting for long–lived assets and accounting for stock based compensation.

Ability to Continue as a Going Concern: 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.

Revenue Recognition: In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC׆) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company has evaluated the impact of ASC 606 and determined that there is no change to the Company’s accounting policies, except for the recording of certain product sales to a distributor, in which a portion of the cash proceeds received is remitted back to the distributor. Under ASC 606, the Company determined that these sales should be recorded on a gross basis.

Accounts Receivable and Allowance for Doubtful Accounts: Our accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Inventory Obsolescence: Inventories are valued at the lower of average cost or market value. We periodically perform an evaluation of inventory for excess, impairments and obsolete items.

Long–Lived Assets: The carrying value of long–lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long–lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Derivative Financial Instrument: We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re–valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option–based simple derivative financial instruments, we use the Black–Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re–assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non–current based on whether or not net–cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Share–Based Compensation: We record share–based compensation in accordance with FASB ASC 718, Stock Compensation. FASB ASC 718 requires that the cost resulting from all share–based transactions are recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share–based payment arrangements and requires all entities to apply a fair–value–based measurement in accounting for share–based payment transactions with employees. FASB ASC 718 also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non–employees in share–based payment transactions.

Results of Operations – Comparison of Three Months Periods Ended September 30, 2018 and September 30, 2017

Net sales for the three–month period ended September 30, 2018 are $43,966 compared to $38,049 for the three–month period ended September 30, 2017. The increase in net sales is primarily attributable to the increase in Pet Pain–Away sales, offset by the decrease in Nyloxin^® sales.

Cost of sales for the three–month period ended September 30, 2018 is $37,409 compared to $4,340 for the three–month period ended September 30, 2017. Our cost of sales includes the direct costs associated with Pet Pain-Away manufacturing. Our gross profit margin for the three–month period ended September 30, 2018 is $6,557 or 14.9% compared to $33,709 or 88.6% for the three–month period ended September 30, 2017.

Selling, general and administrative expenses (“SG&A”) increased $553,576 or 180.2% from $307,232 for the quarter ended September 30, 2017 to $860,808 for the quarter ended September 30, 2018, generally due to the increase in bad debt expense of $498,470, the increase in stock based compensation of $25,015 or 501.8% from $4,985 for the three months period ending September 30, 2017 to $30,000 for the three months period ending September 30, 2018, and the increase of $30,086 in legal fees, consulting, travel and professional fees.

Interest expense increased $171,826 or 180.8%, from $95,063 for the quarter ended September 30, 2017 to $266,889 for the comparable 2018 period. This increase was primarily due to increase in amortization of loan discounts in the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017.

We carry certain of our debentures and common stock warrants at fair value. For the three months ended September 30, 2018 and 2017, the liability related to these hybrid instruments fluctuated, resulting in a gain of $192,800 and a loss of $612,863, respectively.

Loss on settlement of debt and accounts payable increased $40,100 or 100%, from the loss of $0 for the three months ended September 30, 2017 to the loss of $40,100 for the comparable 2018 period. This increase was primarily due to loss on settlement of debt through issuance of shares of common stock for the three months ended September 30, 2018 compared to the comparable 2017 period.

As a result of the foregoing, our net loss increased by $13,534 or 1.4%, from $981,449 for the quarter ended September 30, 2017 to $967,915 for the comparable 2018 period.

Comparison of Nine Months Ended September 30, 2018 and September 30, 2017

Net sales for the nine months ended September 30, 2018 are $104,323 compared to $88,207 for the nine months ended September 30, 2017. The increase in net sales is primarily attributable to the increase in Nyloxin^® sales and Pet Pain-Away sales.

Cost of sales for the nine months ended September 30, 2018 is $58,338 compared to $23,122 for the nine months ended September 30, 2017. Our cost of sales includes the direct costs associated with Pet Pain-Away manufacturing. Our gross profit margin for the nine months ended September 30, 2018 is $45,985 or 44.1% compared to $65,085 or 73.8% for the nine months ended September 30, 2017.

Selling, general and administrative expenses (“SG&A”) increased $401,455 or 34.3% from $1,172,086 for the nine months ended September 30, 2017 to $1,573,541 for the nine months ended September 30, 2018, generally due to the increase in bad debt expense of $498,470, offset by the decrease in stock based compensation of $27,020 or 40.3% from $67,020 for the nine months period ending September 30, 2017 to $40,000 for the nine months period ending September 30, 2018, and overall decrease of $69,995 in consulting, travel and professional fees.

Interest expense increased $441,457 or 166.0%, from $265,915 for the nine months ended September 30, 2017 to $707,372 for the comparable 2018 period. This increase was primarily due to an increase in amortization of loan discounts in the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017.

We carry certain of our debentures and common stock warrants at fair value. For the nine months ended September 30, 2018 and 2017, the liability related to these hybrid instruments fluctuated, resulting in a loss of $4,151,435 and $1,649,719, respectively.

Loss on settlement of debt and accounts payable increased $6,234 or 43.9%, from the loss of $14,189 for the nine months ended September 30, 2017 to the loss of $20,423 for the comparable 2018 period. This increase was due to loss on settlement of debt through issuance of shares of common stock, offset by a gain on an over accrual of accrued expense for the nine months ended September 30, 2018 compared to the comparable 2017 period.

Our net loss increased by $3,369,437 or 111.0%, from $3,036,824 for the nine months ended September 30, 2017 to $6,406,261 for the comparable 2018 period.

Liquidity and Capital Resources

We have incurred significant losses from operations and working capital and stockholders’ deficits raise substantial doubt about our ability to continue as a going concern. Further, as stated in Note 1 to our condensed consolidated unaudited financial statements for the period ended September 30, 2018, we have an accumulated deficit of $63,794,408, a working capital deficit of $5,324,461 and a stockholders’ deficit of $5,361,923 at September 30, 2018.

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. As of September 30, 2018, we do not believe that our source of cash is adequate for the next 12 months of operation and there is substantial doubt about our ability to continue as a going concern.

During the nine months ended September 30, 2018, we raised $941,800 through the issuance of convertible notes.

We expect to utilize the proceeds from these funds and additional capital to manufacture Nyloxin^® and Pet Pain–Away and reduce our debt level. We estimate that we will require approximately $240,000 to fund our existing operations and ReceptoPharm’s operations through December 31, 2018. These costs include: (i) compensation for three (3) full–time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) general office expenses including rent and utilities; (iv) product liability insurance; and (v) outside legal and accounting services. These costs reflected in (i) – (v) do not include research and development costs or other costs associated with clinical studies.

We began generating revenues from the sale of Cobroxin^® in the fourth quarter of 2009 and from the sale of Nyloxin^®during the first quarter of 2011. We began generating revenues from the sale of Pet Pain–Away™ in the fourth quarter of 2014. Our ability to meet our future operating expenses is highly dependent on the amount of such future revenues. To the extent that future revenues from the sales of Nyloxin^® and Pet Pain–Away™ are insufficient to cover our operating expenses we may need to raise additional equity capital, which could result in substantial dilution to existing shareholders. There can be no assurance that we will be able to raise sufficient equity capital to fund our working capital requirements on terms acceptable to us, or at all. We may also seek additional loans from our officers and directors; however, there can be no assurance that we will be successful in securing such additional loans.

Uncertainties and Trends

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

whether Nyloxin®, Nyloxin® Extra Strength and Pet Pain–Away™ will be accepted by retail establishments where they are sold;

because Nyloxin® is a novel approach to the over–the–counter pain market, whether it will be accepted by consumers over conventional over–the–counter pain products;

whether Nyloxin® Military Strength will be successfully launched and be accepted in the marketplace;

whether our international drug applications will be approved and in how many countries;

whether we will be successful in marketing Nyloxin^®, Nyloxin^® Extra Strength and Pet Pain–Away™ in our target markets and create nationwide and international visibility for our products;

whether our drug delivery system, i.e. oral spray and gel, will be accepted by consumers who may prefer a pain pill delivery system;

whether competitors’ pain products will be found to be more attractive to consumers;

whether we successfully develop and commercialize products from our research and development activities;

whether we compete effectively in the intensely competitive biotechnology area;

whether we successfully execute our planned partnering and out–licensing products or technologies;

whether the current economic downturn and related credit and financial market crisis will adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market;

whether we are subject to litigation and related costs in connection with use of products;

whether we will successfully contract with domestic distributor(s)/advertiser(s) for our products and whether that will cause interruptions in our operations;

whether we comply with FDA and other extensive legal/regulatory requirements affecting the healthcare industry.

Off–Balance Sheet Arrangements

We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

An obligation under a guarantee contract.

A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.

Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument.

Any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

We do not have any off–balance sheet arrangements or commitments other than those disclosed in this report that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of September 30, 2018, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2018, as defined in Rule 13a–15 under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our management, including our Chief Executive Officer/Chief Financial Officer, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Section 9A of our annual report on Form 10–K, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of September 30, 2018. In light of this, we performed additional post–closing procedures and analyses in order to prepare the Condensed Consolidated Unaudited Financial Statements included in this report. As a result of these procedures, we believe our Condensed Consolidated Unaudited Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or 15d–15 under the Exchange Act that occurred during the quarter ended September 30, 2018 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc.

The settlement agreement executed on June 1, 2015 provides that ReceptoPharm will pay Ms. Meding a total of $360,000 over 35 months. The first payment of $20,000 was made on July 1, 2015. A second payment of $20,000 was made on August 17, 2015 with 32 subsequent monthly $10,000 payments due on the 15th of every month thereafter. To date, ReceptoPharm has made all monthly payments due under the agreement. In the event of default on any of the payments due under the settlement agreement, the settlement amount would increase by an additional $200,000. As of September 30, 2018, all payments were made and the settlement is concluded. We have recorded $200,000 in other income for the over accrual of default upon payments in full in April 2018.

Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik “Rik” Deitsch

Paul Reid et al. v. Nutra Pharma Corp. et al.

Get Credit Healthy, Inc. v. Nutra Pharma Corp. and Rik Deitsch, Case No. CACE 18-017055

On August 1, 2018, Get Credit Healthy, Inc. filed a lawsuit against Nutra Pharma Corp. and Rik Deitsch (collectively the “Defendants”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-017055) to recover $100,000.00 allegedly owed under an amended promissory note dated April 12, 2017. On September 10, 2018, the Defendants filed their Answer and Affirmative Defenses to the Complaint. The Defendants believe that the lawsuit is without merit and that they have a number of valid defenses to this claim. Among other things, the majority owner of Get Credit Healthy, Inc. violated the terms of a Binding Memorandum of Understanding by failing to invest in Nutra Pharma Corp. and fraudulently inducing Defendants to enter into the subject amended promissory note. Defendants plan on filed a third-party complaint against the majority owner of Get Credit Healthy, Inc. for his misrepresentations and to vigorously contest this matter. Counsel for Get Credit Healthy, Inc. has requested an early mediation conference in an attempt to resolve our dispute. We agreed to this request (in large part because we will be required to mediate the lawsuit prior to trial under the applicable local rules), but as of yet, no mediation date has been set. At September 30, 2018, we owed principal balance of $101,818 and accrued interest of $17,944 (See Note 5).

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

The violations alleged against Nutra Pharma by the SEC include: (a) raising over $920,000.00 in at least two private placement offerings for which Nutra Pharma failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose Nutra Pharma’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about Nutra Pharma, that Mr. Deitsch engaged in manipulative trades of Nutra Pharma’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

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

Common Stock Issued with Indebtedness

In August 2018, in connection with a notes payable, we issued a total of 5,000,000 shares of our common stock with a fair value of $3,800.

During October 2018, we issued convertible notes to an unrelated third parties for $40,000 with original issuance discount of $8,000. In connection with the issuance of the note, we issued a total 6,000,000 shares of our common stock.

Common Stock Issued for Conversion of Convertible Debt

During July through September 2018, the Note holder made conversions of a total of 206,988,570 shares of our common stock with a fair value of $182,553 in satisfaction of the remaining principal balance $86,000 and accrued interest in full from a Note originated in February 2018.

During August 2018, a Note holder received a total of 300,000,000 shares of our restricted stock in satisfaction of the principal balance of $72,000 with accrued interest in full for a Note originated in July 2016.

During September 2018, the Note holder made a conversions of 52,244,433 shares of our common stock with a fair value of $37,011 in satisfaction of principal balance of $15,000 and accrued interest in full from a Note originated in February 2018.

Common Stock Issued for Conversion of Promissory Note

Common Stock Issued for Account Payable

During August 2018, the Company issued a total of 2,800,000 shares of the Company’s restricted stock to settle the outstanding fees of $4,200 with a vendor. We recorded a gain on settlement of accounts payable in other expense for $1,400.

Common Stock Issued for Settlement of Default Penalty

During February, 2018, in connection with the settlement of a default penalty of debt, we issued 34,535,940 shares of our common stock with a fair value of $48,350 to the Note holder.

Common Stock Issued for Debt Modification

During July through September, 2018, we issued a total of 27,625,000 restricted shares to 13 Note holders due to the default on repayment of the promissory notes. The shares were valued at fair value of $23,815.

Item 3. Defaults Upon Senior Securities

During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. At September 30, 2018, we owed this director accrued interest of $137,645, which is included in accrued expenses in the condensed consolidated balance sheets

In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to one of our directors’ owned Companies. The notes carry interest at 12% annually and are due on the date that is nine-months from the execution and funding of the note. Upon default in February 2017, the Notes became convertible at $0.008 per share. During March 2017, we repaid principal balance of $6,365. During April 2017, the Notes with accrued interest were restated. The restated principal balance of $201,818 bears interest at 12% annually and was due October 12, 2017. During June 2017, we repaid principal balance of $8,844. The loan is in default and negotiation for settlement. At September 30, 2018, we owed principal balance of $192,974 and accrued interest of $34,196.

In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The loan is in default and negotiation of settlement. At September 30, 2018, the accrued interest is $2,483.

In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The loan is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $34,734.

In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The loan is in default and negotiation of settlement. At September 30, 2018, the accrued interest is $27,933.

During January 2018, the Notes of $180,250 with accrued interest were restated. The restated principal balance of $220,506 bears monthly interest at a rate of 2.5% and was due July 12, 2018. The loan is in default and negotiation of settlement. At September 30, 2018, the accrued interest is $48,145.

On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The loan is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $15,354.

In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $24,233.

In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The loan is in default and in negotiation of settlement. At September 30, 2018, the accrued interest is $1,625.

In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The original issuance discount was fully amortized as of September 30, 2018. The loan is in default and in negotiation of settlement. At September 30, 2018, the principal balance of the loan is $50,000.

In September 2017, we issued a promissory note to an unrelated third party in the amount of $36,000 with original issue discount of $6,000. The note was due in one year from the execution and funding of the note. The original issue discount has been fully amortized at September 30, 2018. Repayments of $1,500 and $5,000 have been made in 2017 and nine months ended September 30, 2018, respectively. The loan is in default and in negotiation of settlement. At September 30, 2018, the principal balance of the loan is $29,500.

In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000. The note was due in six months from the execution and funding of the note. The debt discounts were fully amortized as of September 30, 2018. The loan is in default and in negotiation of settlement. At September 30, 2018, the principal balance of the loan net of discount is $60,000.

In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At September 30, 2018, the principal balance of the loan is $120,000.

In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At September 30, 2018, the principal balance of the loan is $18,000.

On March 19, 2014, we issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and were due on March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. The loan is in default and in negotiation of settlement. During the three months ended September 30, 2018, repayment of $3,000 was made. At September 30, 2018, the principal balance of the loan is $27,000.

During January through March 2018, the convertible notes payable for a total of $99,150 to the seven unrelated third parties were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0005 to $0.001 per share. At September 30, 2018, the principal balance of the loan of $99,150 are in default and in negotiation of settlement.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits


Exhibit No.		Title
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.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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.


	NUTRA PHARMA CORP.
	Registrant

Dated: November 19, 2018	/s/ Rik J. Deitsch
	Rik J. Deitsch
	Chief Executive Officer/Chief Financial Officer