Unassociated Document
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): July 28, 2009
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NUTRA
PHARMA CORP.
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(Exact
name of registrant as specified in its
charter)
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California
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000-32141
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91-2021600
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(State
or jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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1537
NW 65th Avenue
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Plantation
Florida 33313
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(Address
of principal executive offices) (Zip
Code)
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Registrant's
telephone number: 954-509-0911
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791
Park of Commerce Boulevard, Suite 300
Boca
Raton, Florida
33487
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(Former
name or former address, if changed since last report)
Nutra
Pharma Corp. is referred to herein as “we,” “our,” or “us”.
Section
1 – Registrant’s Business and Operations
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Resignation
of Stanley J. Cherelstein as our Director
On July
28, 2009, Stanley J. Cherelstein, our Director since September 28, 2004,
resigned as a Director of our Board of Directors. Mr. Cherelstein was
also Chairman of our Audit and Compensation Committees from November 5, 2004
until his Director resignation on July 28, 2009. Mr. Cherelstein’s
resignation as a Director was not regarding any matter pertaining to our
operations, policies or practices. On July 29, 2009, our Board of
Directors accepted Mr. Cherelstein’s resignation as our
Director. Attached as Exhibit 17 is Mr. Cherelstein’s
resignation.
Appointment of Garry Pottruck
as our Director and Chairman
of our Audit and Compensation Committees
On July
29, 2009, our Board of Directors unanimously approved of: (a) the appointment of
Garry Pottruck as a Director of our Board of Directors: (b) the appointment
of Mr. Pottruck as Chairman of our Audit and Compensation Committees; and (c) a
stock grant to Mr. Pottruck for 2,500,000 shares of our common stock as
compensation for his service as our director.
Biographical
Information
Garry R. Pottruck, 53 years of
age, has been a Principal in the accounting and consulting firm, Argy, Wiltse
& Robinson, PC (“Argy”), headquartered in McLean, Virginia, since October
2005. From July 1997 through October 2005 when that company was acquired by
Argy, he was managing partner in the certified public accounting firm, Friedberg
& Pottruck, PA, located in Deerfield Beach, Florida. Friedberg &
Pottruck specialized in providing accounting, tax and consulting services to
physician practices.
Mr.
Pottruck held financial executive positions with several companies, both public
and private, from 1984 through 1994, including more than three years as Chief
Accounting Officer/Controller at Scopas Technology Company, Inc., a NASDAQ
listed, development stage biotechnology research and development
organization.
Prior to
1984, Mr. Pottruck worked for public accounting firms after graduating with a
B.S. Degree in Accounting from the C.W. Post School of Professional Accountancy
at Long Island University in 1979. He is currently a member of both the Florida
and American Institutes of Certified Public Accounting, and is licensed as a
Certified Public Accountant in both Missouri and Florida.
Section 9
– Financial Statements and Exhibits
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Exhibit No.
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Title
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17
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Correspondence
from Stanley Cherelstein resigning as our
Director
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated:
July 29, 2009
Nutra
Pharma Corp.
/s/ Rik
Deitsch
By: Rik
Deitsch, Chief Executive Officer/Director