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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                            SEC FILE NUMBER 000-32141
                            CUSIP NUMBER 67060U 10 9


(Check One): |X| Form 10-KSB  |_| Form 20-F  |_| Form 11-K
             |_| Form 10-QSB  |_| Form N-SAR

             For Period Ended:  December 31, 2005
                                -----------------

             |_| 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:

- --------------------------------------------------------------------------------
  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
Item(s) to which the notification relates:


PART I-- REGISTRANT INFORMATION

Nutra Pharma Corp.
Full Name of Registrant

- -------------------------
Former Name if Applicable

3473 High Ridge Road
Address of Principal Executive Office (Street and Number)

Boynton Beach, Florida, 33426
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.)

     |X|      (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
              or 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
     |_|      (c) The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.


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 Registrant's year-end financial statements for its Fiscal Year 2005 have
been submitted to its independent accountant for audit and will be filed after
the audit process has been completed.


SEC         1344 (07-03) Persons who are to respond to the collection of
            information contained in this form are not required to respond
            unless the form displays a currently valid OMB control number.


PART IV-- OTHER INFORMATION

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

     Rik Deitsch                (954)                      509-0911
     -----------             -----------              ------------------
       (Name)                (Area Code)              (Telephone Number)

(2)  Have all other periodic reports required under Sections 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Registrant
     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 the
     answer is no, identify report(s).
     |X| Yes
     |_| No

(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
thereunto duly authorized.

Date  April 3, 2006                   By    /s/ Rik Deitsch
      -------------                         ---------------
                                            Rik Deitsch, President


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

1. 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.

2. 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 0-3 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.

3. 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.

4. 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.

5. 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 reports within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (sections 232.201 or sections 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (sections
232.13(b) of this chapter).