NUTRA PHARMA CORP - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Edgar Glimpses Via Acquire Media NewsEdge) Introduction Our business during 2012 has focused upon marketing our fully developed three homeopathic drugs for the treatment of pain: · Cobroxin®, an over the counter pain reliever designed to treat moderate to severe (Stage 2) chronic pain; and · Nyloxin™ (Stage 2 Pain) and Nyloxin™ Extra Strength (Stage 3 Pain).

During 2012 to date the following has occurred: In March of 2012, we engaged LWR Partners, a select team experienced in branding, advertising and media deployment. LWR connects brands to customers through a suite of digital products that includes SMS Mobile, Email, Social Media, Online Video, Web Advertising and Point of Decision media. LWR Partners have created and guided traditional brands like The Die Hard Battery, Taster's Choice Coffee, Jimmy Dean Sausage and currently works with The "Seeds of Freedom" Foundation, Commerce Science Corporation and many new top quality Brands. LWR Partners is headquartered in Boca Raton, Florida. LWR will be working with us to create a unified brand strategy for Nyloxin™ and work to build on-line sales of the product.

In October of 2012, we purchased an advertisement for Nyloxin™ in Musculoskeletal Health - a special section of the Washington Post. The advertisement ranalongside an article featuringJeff Gottfurcht, the first Rheumatoid Arthritis sufferer to conquer Everest. Mr. Gottfurcht began using Nyloxin™ while training for his Everest expedition and found it so effective in relieving the pain from his Rheumatoid Arthritis that he was able to stop using other medications with potentially serious side effects. He began his Everest climb in late March, 2011 and despite adverse weather conditions, reached the summit on May 14, 2011 using Nyloxin™ every day to manage his RA symptoms.

In October of 2012, we purchased an advertisement for Nyloxin™ in the USA Today Sports, World Series 2012 Collector's Edition Magazine.

In September of 2012 we began distributing Nyloxin™ through TCN International, a Network Marketing Company. TCN distributes products and software applications to approximately 400,000 independent agents in more than 30 countries, including more than 40,000 agents in the United States.

Cobroxin® We offer Cobroxin®, our over-the-counter pain reliever that has been clinically proven to treat moderate to severe (Stage 2) chronic pain. Cobroxin® was developed by ReceptoPharm, our drug discovery arm and wholly owned subsidiary.

Cobroxin® is not currently being marketed. In August 2009, we completed an agreement with XenaCare Holdings ("XenaCare") granting it the exclusive license to market and distribute Cobroxin® within the United States. In mid-October 2009, XenaCare began selling Cobroxin® online through its product website, www.Cobroxin.com.

In November 2009, XenaCare began selling Cobroxin® to brick-and-mortar retailers, including distribution to CVS in March 2010 and Walgreens in May 2010. On April 1, 2011, we notified our Cobroxin® Distributor, XenaCare that they were in breach of our agreement. As a result of this, the distribution agreement was terminated effective April 10, 2011. XenaCare had a large stock of the product that they had ordered from us and we have allowed them to continue to market their existing inventory of Cobroxin®. In October, 2011 we discontinued their website at www.Cobroxin.com. All current traffic to that website is now redirected to www.Nyloxin.com. We plan to begin manufacturing, marketing and distributing Cobroxin® again when funding is available.

2 Cobroxin® is available at the following retailers as XenaCare continues to sell through their existing inventory: · GNC · Walgreens · Drugstore.com · Amazon.com Cobroxin® is currently 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.

Cobroxin® offers several benefits as a pain reliever. With increasing concern about consumers using opioid and acetaminophen-based pain relievers, Cobroxin® provides an alternative that does not rely on opiates or non-steroidal anti-inflammatory drugs, otherwise known as NSAIDs, for its pain relieving effects. Cobroxin® also has a well-defined safety profile. Since the early 1930s, the active pharmaceutical ingredient (API) of Cobroxin®, 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 Cobroxin® are rare, but may include headache, nausea, vomiting, sore throat, allergic rhinitis and coughing.

Nyloxin™/Nyloxin™ Extra Strength Nyloxin™ and Nyloxin™ Extra Strength are similar to Cobroxin® in that they both contain the same active ingredient as Cobroxin®, Asian cobra venom. The primary difference between Nyloxin™, Nyloxin™ Extra Strength and Cobroxin® is the dilution level of the venom. The approximate dilution levels for Nyloxin™, Nyloxin™ Extra Strength and Cobroxin® 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 Cobroxin® · Topical Gel: 20 mcg/mL · Oral Spray: 35 mcg/mL 3 In December 2009, 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 8oz 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.

We are pursuing international drug registrations in Canada, Mexico, 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. Additionally, we plan to complete two human clinical studies aimed at comparing the ability of Nyloxin™ Extra Strength to replace prescription pain relievers. We originally believed that these studies would begin during the second quarter of 2010; however, these studies have been delayed because of lack of funding. 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.

Critical Accounting Policies and Estimates Our condensed consolidated 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 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 general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns will be estimated based on the Company's historical return experience.

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.

4 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. For complex embedded derivatives, we use a Dilution-Adjusted Black-Scholes method 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, 2012 and September 30, 2011 Net sales for the three month period ended September 30, 2012 were $13,221 compared to $251,830 for the three month period ended September 30, 2011. The decrease in net sales is primarily attributable to a significant decrease in Nyloxin sales. Our product sales during the three months ended September 30, 2012 and 2011 were primarily related to the sales of Nyloxin. Sales of Cobroxin for the three months ended September 30, 2012 and 2011 were $984 and $0, respectively.

Cost of sales for the three-month period ended September 30, 2012 was $4,260 compared to $88,476 for the three-month period ended September 30, 2011. Our cost of sales includes the direct costs associated with Nyloxin™ manufacturing.

Our gross profit margin for the three-month period ended September 30, 2012 was $8,961 or 67.8% compared to $163,354 or 64.9% for the three-month period ended September 30, 2011. The increase in our profit margin is due primarily to a decrease in the direct costs of components associated with manufacturing.

Selling, general and administrative expenses ("SG&A") decreased $577,789 or 73% from $791,776 for the quarter ended September 30, 2011 to $213,987 for the quarter ended September 30, 2012, generally due to a decrease in advertising, consulting, legal and professional fees. Our SG&A expenses include office expenses such as rent and utilities, product liability insurance and outside legal and accounting services. Also included in SG&A expenses is stock based compensation expense, which decreased $153,583 or 88.0% from $174,583 for the three months period ending September 30, 2011 to $21,000 for the three months period ending September 30, 2012. Research and development expenses decreased $17,255 or 100% from $17,255 for the quarter ended September 30, 2011 to $0 for the comparable 2012 period. Our research expenses were related to ongoing research activities pertaining to ReceptoPharm's leading drug compound, RPI-78.

5 Interest expense increased $16,524 or 71%, from $23,248 for the quarter ended September 30, 2011 to $39,772 for the comparable 2012 period. This increase was due to an overall increase in short term indebtedness in the quarter ended September 30, 2012 compared to the quarter ended September 30, 2011.

We carry certain of our debentures and common stock warrants at fair value. For the three months ended September 30, 2012 and 2011, the liability related to these hybrid instruments fluctuated, resulting in a loss of $57,986 compared to a gain of $7,167, respectively.

As a result of the foregoing, our net loss decreased by $358,974 or 54%, from $661,758 for the quarter ended September 30, 2011 to $302,784 for the comparable 2012 period.

Comparison of Nine Months Ended September 30, 2012 and September 30, 2011 Net sales for the nine months ended September 30, 2012 were $44,456 compared to $651,279 for the nine months ended September 30, 2011. The decrease in sales is primarily attributable to an overall decrease in sales of Nyloxin™. Our product sales of $44,456 during the nine months ended September 30, 2012 was primarily related to sales of Nyloxin™; Sales of Cobroxin® for the nine months ended September 30, 2012 and 2011 were $984 and $0, respectively.

Cost of sales for the nine months ended September 30, 2012 was $10,626 compared to $181,546 for the nine months ended September 30, 2011. Our cost of sales includes the direct costs associated with Cobroxin® and Nyloxin™ manufacturing.

Our gross profit margin for the nine months ended September 30, 2012 was $33,830 or 76.1% compared to $469,733 or 72.1% for the nine months ended September 30, 2011. The increase in our profit margin is due primarily to a decrease in the direct costs of components associated with manufacturing.

Selling, general and administrative expenses ("SG&A") decreased $1,190,709 or 47% from $2,235,457 for the nine months ended September 30, 2011 to $1,044,748 for the nine months ended September 30, 2012, generally due to a decrease in advertising, consulting, legal and professional fees. Our SG&A expenses include office expenses such as rent and utilities, product liability insurance and outside legal and accounting services. Also included in SG&A expenses is stock based compensation expense, which decreased $138,645 or 24.2% from $572,666 for the nine months ended September 30, 2011 to $434,021 for the nine months ended September 30, 2012. Research and development expenses decreased $84,194 or 96.5% from $87,239 for the nine months ended September 30, 2011 to $3,046 for the comparable 2012 period. Our research expenses are related to ongoing research activities pertaining to ReceptoPharm's leading drug compound, RPI-78.

Interest expense increased $43,225 or 160%, from $71,738 for the nine months ended September 30, 2011 to $114,963 for the comparable 2011 period. This increase was due to an overall increase in short term indebtedness for the nine months ended September 30, 2012 compared to the comparable period in 2011.

We carry certain of our debentures and common stock warrants at fair value. For the nine months ended September 30, 2012 and 2011, the liability related to these hybrid instruments fluctuated, resulting in a loss of $83,447 and a gain of $26,667, respectively.

We had a one-time loss on the settlement of debt of $213,090.

Our net loss decreased by $472,570 or 25%, from $1,898,034 for the nine months ended September 30, 2011 to $1,425,464 for the comparable 2011 period.

6 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 financial statements for the period ended September 30, 2012, we have an accumulated deficit of $35,456,969 and working capital and stockholders' deficits of $3,994,777 and $3,952,229, respectively.

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.

Historically, we have relied upon loans from our Chief Executive Officer, Rik Deitsch, to fund our operations. These loans are unsecured, accrue interest at a rate of 4.0% per annum and are due on demand. During the nine month period ended September 30, 2012, we borrowed an additional $151,138 from Mr. Deitsch and repaid him $9,478. In addition Mr. Deitsch assigned $175,000 of the debt to a third party on January 2, 2012. As of September 30, 2012, we owe Mr. Deitsch $725,464. Included in this amount is $317,790 of accrued interest.

Subsequent to September 30, 2012 and through December 3, 2012, the Company received additional advances from its President, Rik Deitsch in the amount of $10,225 and repaid Mr. Deitsch $20,000. The amount owed to Mr. Deitsch at December 3, 2012 was $720,728, which includes $322,831 of accrued interest.

During the nine months ended September 30, 2012, we raised $464,000 of which $270,000 was received through sale of common stocks, $79,000 was received through issuance of short term notes and $115, 000 was received through issuance of convertible notes. Subsequent to September 30, 2012, we raised $164,000 through the sale of restricted stock.

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, and in our particular situation because our securities have been removed from quotation on the OTC Bulletin Board.

As of September 30, 2012, we had no material cash balance. We currently 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 plans are 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.

We expect to utilize the proceeds from these funds to manufacture Cobroxin® and Nyloxin™, and reduce our debt level. We estimate that we will require approximately $150,000 to fund our existing operations and ReceptoPharm's operations through December 31st. 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. 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 Cobroxin® and Nyloxin™ 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.

7 Uncertainties and Trends Our operations and possible revenues are dependent now and in the future upon the following factors: ¨ whether Cobroxin®, Nyloxin™, and Nyloxin™ Extra Strength will be accepted by retail establishments where they are sold; ¨ because Cobroxin® 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 our international drug applications will be approved and in how many countries; ¨ whether we will be successful in marketing Cobroxin®, Nyloxin™ and Nyloxin™ Extra Strength 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.

8 ¨ 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.

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