Converted by FileMerlin

NT 10-Q 1 ntqnphc33104.htm NOTIFICATION OF LATE FILING Converted by FileMerlin

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Expires:

May 15, 2006

NOTIFICATION OF LATE FILING

(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /x /Form 10-QSB/ /Form N-SAR

hours per

For the Quarter ended: March 31, 2004

/ / Transition Report on Form 10-K

/ / Transition Report on Form 20-F

/ / Transition Report on Form 11-K

/ / Transition Report on Form 10-Q

-----------------

/ / Transition Report on Form N-SAR

-----------------

For the Transition Period Ended:

Commission File No. 0-1119643

READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT
OR TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:

PART I - REGISTRANT INFORMATION

NUTRA PHARMA CORP.

_______________________________

Full Name of Registrant

______________________________________________________________

Former Name if Applicable

1829 Corporate Center Drive

Boynton Beach, Florida 33426

______________________________________________________________

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)

____

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated
without unreasonable effort or

expense;

__X__ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form
20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth calendar day following the prescribed due date;
and

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed time period.

The Company has not received its financial statements from its accountant who is still in the process
of reviewing them.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Rik J. Deitsch (954) 509-0911

___________ __________ ________________

(Name) (Area Code) (Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). /X/ Yes / / No

With the filing of the Company quarterly report for the period ended April 20, 2004, the Company
is current in its reporting requirements for the past twelve months.

(3)

Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? / / Yes /x / No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the results cannot be made.

_____________________________________________________________

NUTRA PHARMA CORP.

_____________________________________________________________

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2004 By:

RIK J. DEITSCH

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the representative's authority to sign
on behalf of the registrant shall be filed with the form.

________________________________ATTENTION________________________________

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

_____________________________________________________________________________

GENERAL INSTRUCTIONS

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and
Regulations under the Securities Exchange Act of 1934.

One signed original and four conformed copies of this form and amendments thereto must
be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549,
in accordance with Rule O-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public record in the Commission files.

A manually signed copy of the form and amendments thereto shall be filed with each
national securities exchange on which any class of securities of the registrant is registered.

Amendments to the notifications must also be filed on form 12b-25 but need not restate
information that has been correctly furnished. The form shall be clearly identified as an amended
notification.

ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely
file a report solely due to electronic difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this
chapter).