U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2003
COMMISSION FILE NUMBER: 000-32141
Nutra Pharma Corp.
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(Exact name of registrant as specified in its charter)
California 91-2021600
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(State or jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
4001 NW 73rd Way, Coral Springs, FL 33065
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number: (954) 509-0911
485 Martin Lane, Beverly Hills, California 90210
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(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
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The company has changed the address of its principal executive offices to: 4001
NW 73rd Way, Coral Springs, Florida 33065.
Dr. Mitchell Felder and David C. McClelland have been appointed to serve as
directors until the next annual meeting of shareholders. As a result, the
constitution of the board of directors has changed.
The members of the Board of Directors of Nutra Pharma Corp. serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of Nutra Pharma
Corp. are:
Name Age Position
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Rik Deitsch 36 CEO, President, Director
Dr. Michael Flax 47 Director
Soram Singh Khalsa, M.D. 54 Director, Chairman of
Medical Advisory Committee
Dr. Mitchell S. Felder 50 Director
David C. McClelland 51 Director
Rik Deitsch. Mr. Deitsch has served as the Chief Executive Officer, President
and Director of Nutra Pharma since November 7, 2002. He has served as Interim
Chairman of the Board of Directors, Chief Financial Officer and Secretary of
the company since December 15, 2003. Mr. Deitsch holds both a B.S. in
Chemistry and an M.S. in Biochemistry from Florida Atlantic University and has
conducted research for the Duke University Medical School Comprehensive Cancer
Center. His research provided some of the beginning fundamentals for the
development of several powerful therapeutics. Mr. Deitsch has a strong
background in researching compounds derived from venomous animals, conducting
work in Gila monsters (i.e. Exendin 4 -- Amylin Pharmaceuticals), Cone Snails
(i.e. Prialt Elan Pharmaceuticals), and Rattlesnakes (i.e. Integrilin
Millennium Pharmaceuticals). His graduate work consisted of in-depth research
on Cone snail venom pharmaceutical applications and Camptothecin analogs for
the treatment of cancer. Deitsch has several papers and posters on rational
drug design using computer simulations. Mr. Deitsch is an adjunct professor and
teaches several courses for Florida Atlantic University's College of Business
and Continuing Education Department.
Michael D. Flax, D.D.S., M.S., P.A. Dr. Flax has served as a Director of Nutra
Pharma Corp. since November 26, 2001. He also served as President and Chief
Executive Officer of the company from November 26, 2001 until November 6, 2002.
From 1986 to the present, Dr. Flax has been self employed in the practice of
Endontics in Coral Springs, Florida. Dr. Flax is a diplomat of the American
Board of Endontics, a member of the American Association of Endontics, and a
Fellow of the American College of Dentists. Since 1991, he has served on the
board of Directors of Health Star, Inc., and currently serves as director
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Paragon Dental Services, Chief Financial Officer of Life Network Engineering
Technologies, Inc., Associate Professor, Graduate Endontics Department at Nova
South-eastern University School of Dentistry, Faculty Instructor at the
University of Pennsylvania, and Faculty Instructor at Temple University. From
1984 through 1986, Dr. Flax served as a part time faculty instructor at the
University of Pennsylvania, School of Dental Medicine; Endontics Dept., and was
a sub-contractor for general dentistry in Philadelphia, Pennsylvania. From 1981
through 1983, he was a subcontractor for general dentistry in Florida, Long
Island and New York City. He holds a certificate from the University Of
Pennsylvania School Of Dental Medicine in Endontics, 1986, a D.D.S. from
Georgetown University Dental School, 1981, an M.S. in chemistry from St. John's
University, 1977, and a B.A. major in chemistry, minor in engineering from
Miami University in Oxford, Ohio. He is licensed to practice dentistry in the
states of Florida, Maryland, New York, Pennsylvania, and the District of
Columbia.
Soram Singh Khalsa, M.D. Dr. Khalsa has served as a Director of Nutra Pharma
Corp. since February 6, 2002 and the Chairman of the Medical Advisory
Committee. Dr. Khalsa has been employed since 1977 in the practice of Internal
Medicine and Functional Medicine and is the current Medical Director of the
Khalsa Medical Clinic in Beverly Hills, California, and he is currently on the
medical staff of Cedars Sinai Hospital. From 1976 through 1977, Dr. Khalsa
served his residency in Internal Medicine at the Hospital of the Good Samaritan
in Los Angeles, California. From 1975 through 1976, he served as a resident of
Internal Medicine at St. Luke's Hospital in Cleveland, Ohio. From 2001 to the
present, Dr. Khalsa has served as a Member of the Outside Scientific Advisory
Board for the Center on Botanical Studies, National Institute of Health, and a
Member of the Advisory Board, Jewish Hospice Project, and Los Angeles. From
2000 to the present, Dr. Khalsa has served as a Member of the Medical Advisory
Board, Great Smokies Diagnostic Laboratory, and Asheville, North Carolina. From
1998 to the present, he has served as the Medical Director of East-West Medical
Research Institute. From 1997 to 1999 Dr. Khalsa served as Chairman of the
Executive Steering Committee of Complementary Medicine at Cedars-Sinai Medical
Center, and from 1995 through 1997, he served as a Member of the Cedars-Sinai
Medical Center Task Force on Complementary Medicine. Dr. Khalsa is a Graduate,
cum laude, of Yale College, 1970; a Graduate of the American Institute of
Homeopathy, 1973; holds a certificate in the Post Graduate Training Program,
Millersville, Pennsylvania, 1973; and is a Graduate of the Case Western Reserve
University School of Medicine, 1974.
Mitchell S. Felder, M.D. Dr. Felder has served as a Director of Nutra Pharma
since December 15, 2003. He is the Chief Executive Officer and one of the
founders of Infectech, Inc., the company's subsidiary, and has served as
Chairman of Infectech's Board of Directors since May 2003. He previously
served as Treasurer of Infectech from its inception until July 2003, and has
served as a Director of Infectech since its inception. Dr. Felder is a
contributor to certain of the patent applications for Infectech and has worked
in Infectech's clinical medical effort. Dr. Felder has previously served as CEO
and President of Infectech, Inc. over the past six years. He received his M.D.
degree from the University Of Rome, Italy in 1983, and is an attending
neurologist at UPMC's hospital system in Greenville, Pennsylvania.
David C. McClelland. Mr. McClelland has served as a Director of Nutra
Pharma since December 15, 2003. From July 2003, he has served as Director,
President and Treasurer of Infectech, Inc. Mr. McClelland has over 15 years
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experience in technology and business development with Ben Franklin Technology
Partners. He holds a Bachelor's Degree in Mechanical Engineering of Technology
from Gannon University, Erie, Pennsylvania and several degree credits from Penn
State University in business, plastics and engineering. Mr. McClelland is an
apprentice graduate of General Electric Company in 1976.
Item 6. Resignations of Registrant's Directors
Zirk Engelbrecht, Chairman of the Board of Directors, resigned as an Officer
and Director of the company, effective December 15, 2003.
Item 7. Financial Statements and Exhibits
Not applicable
c. Exhibits.
7.1 Resignation of Zirk Engelbrecht
Item 8. Change in Fiscal Year
Not applicable
Item 9. Regulation FD Disclosure
Not applicable
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
Not applicable
Item 11. Temporary Suspensions of Trading under Registrant's Employee Benefit
Plans
Not applicable
Item 12. Results of Operations and Financial Condition
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 19, 2003
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Nutra Pharma Corp.
Rik Deitsch
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By: Rik Deitsch
Chief Executive Officer
CERTIFICATION
In connection with the current report of Nutra Pharma Corp. (the "Company") on
Form 8K for December 19, 2003, as filed with the Securities and Exchange
Commission on the date hereof, Chief Executive Officer and Chief Financial
Officer Rik Deitsch certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
their knowledge:
1. The report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.
Dated: December 19, 2003 By: Rik Deitsch
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Rik Deitsch, C.E.O., C.F.O.
EXHIBITS
Resignation of Zirk Engelbrecht
RESIGNATION OF ZIRK ENGELBRECHT
I, ZIRK ENGELBRECHT, hereby resign as an officer and director of NUTRA PHARMA
CORP., effective December 15, 2003.
Date: December 13, 2003
Zirk Engelbrecht
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ZIRK ENGELBRECHT
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