UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q /A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. 

For the Quarter Ended September 30, 2014

Commission File Number: 333-191407

 

NutraFuels, Inc.

(Exact name of registrant as specified in its charter)

 

Florida		46-1482900
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

   

Edgar Ward

6601 Lyons Road, L-6

Coconut Creek, FL 33073

(Address of principal executive offices)(Zip Code)

Telephone 888-509-8901

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒   No ☐ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company filer.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company in rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer (Do not check if a smaller reporting company)	☐	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No ☒

As of November 14, 2014, the registrant had 22,222,114 shares of its common stock outstanding.

1

EXPLANATORY NOTE

NutraFuels, Inc. is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter ending September 30, 2014,  filed with the  Securities & Exchange Commission on November 14, 2014, to provide its Form10-Qformatted in XBRL (Extensible Business Reporting Language). Except as set forth above, the Original Filing has not been amended, updated or otherwise modified.

 

2

TABLE OF CONTENTS

PART I- FINANCIAL INFORMATION		Page
Item 1	Financial Statements	4
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4	Controls and Procedures	14
PART II-- OTHER INFORMATION
Item 1	Legal Proceedings	15
Item 1A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	16
Item 4	Mine Safety Disclosures	16
Item 5	Other Information	16
Item 6	Exhibits	17
SIGNATURES		18

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PART I:  FINANCIAL INFORMATION

NutraFuels, Inc

Balance Sheets

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

4

NutraFuels, Inc.

STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

5

NutraFuels, Inc.

STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

6

NOTES TO UNAUDITED FINANCIAL STATEMENTS:

NOTE 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Nutrafuels is the producer of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption.

Basis of presentation

The financial statements have been prepared by Nutrafuels, Inc. in accordance with accounting principles generally accepted in the United States.  The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the financial position and operating results for the respective periods.

Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Company’s most recent annual report on Form 10-K, have been omitted.  

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, we have incurred losses from inception, including net losses of $1,317,331 for the nine months ended September 30, 2014.  In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.  

NOTE 3 –NOTES PAYABLE 

During February 2014, an investor loaned the Company $50,000 with a maturity date of May 1, 2014.  The investor also received 50,000 shares of common stock in conjunction with the loan.  The proceeds were allocated using relative fair value to the stock and loan as follows:

Relative fair value of stock		$	25,000
Relative fair value of note payable		$	25,000

The discount on the note, $25,000, will be recognized as additional interest over the life of the note.  As of September 30, 2014, the note’s discount has been fully amortized.

The note became due on May 1, 2014 and has not been paid in full as of September 30, 2014.  An informal extension has been granted by the investor.

NOTE 4 – CONVERTIBLE DEBT

On March 26, 2014, the Company borrowed $290,000 under a convertible note agreement with an investor.  The note bears an interest rate of 10%, matures on March 26, 2015, and is convertible at $1.00 per share.  The investor received warrants to purchase 500,000 shares of common stock at $0.50 per share with a two year exercise term.

7

We evaluated the warrants for derivative accounting consideration under ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s own stock.  We concluded that the warrants meet the criteria for classification in stockholders' equity.  Therefore, derivative accounting is not applicable for the warrants.  Accordingly, we allocated the proceeds from the transaction to the debt, stock, and warrants based on their relative fair value.  We determined the fair value of the warrants using a Black-Sholes option pricing model with the following inputs:

Risk-free interest rate			0.45	%
Dividend yield			-	%
Volatility factor			145	%
Expected life (years)			2

The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have a trading history from which to determine historical volatility. 

The fair value of the investment was allocated between the note and warrant as follows:

Relative fair value of warrants			$167,447
Relative fair value of note payable			$122,553

 

Because the price for recent sales of common stock exceeded the effective conversion price, we also recognized a beneficial conversion feature of $122,553.  The total discount on the note, $290,000, will be recognized as additional interest over the life of the note.  As of September 30, 2014, the remaining amount of the discount is $221,346.

On June 7, 2013, we entered into a convertible note in the principal amount of 100,000 which bears interest at the rate of 10% per annum.  At the option of the investor, the outstanding principal and interest due under the note may be converted into shares of our common stock at the price of $1.00 per share.  The note had originally had a due date of June 1, 2014 and was convertible at the most recent price we offered or sold common in an offering registered with the Securities and Exchange Commission.  On September 7, 2013, the note was amended to allow the amounts outstanding to be converted into our common stock at the price of $1.00 per share.

The note became due on June 1, 2014 and has not been paid as of September 30, 2014.  Subsequent to September 30, 2014, the note was amended and granted new due date of June 1, 2015.

On August 26, 2013, we entered into a note agreement with an investor with a principal amount of $200,000.  The note bears interest at the rate of 15% per annum and is due on August 26, 2014.  Under the terms of the note, the investor received 250,000 common shares and 500,000 common stock purchase warrants.  The warrants are exercisable at the price of $.75 per share at any time prior to August 26, 2015.

The note became due August 26, 2014 and has not been paid as of September 30, 2014.  Subsequent to September 30, 2014, the note was amended and granted new due date of August 26, 2015.

On June 23, 2014, the Company borrowed $30,000 under a convertible note agreement with an investor.  The note bears an interest rate of 10%, matures on June 23, 2015, and is convertible at $1.00 per share.  Because the market price for our common stock on the date of the note exceeded the note’s conversion price, $1.00 per share, we recognized a beneficial conversion feature of $21,600 as a discount on the note.  The discount will be recognized as additional interest over the life of the note.  As of September 30, 2014, the remaining amount of the discount is $18,382.

8

On August 27^, 2014, the Company borrowed $50,000 under a convertible note agreement with an investor.  The note bears an interest rate of 10%, matures on January 2 2015, and is convertible at $1.00 per share.  The investor also received 50,000 shares of common stock with the issuance of the note.

The fair value of the investment was allocated among the shares, note payable, and beneficial conversion feature:

Relative fair value of shares			$27,778
Relative fair value of conversion feature			$22,222
Relative fair value of note payable			$           -

The note is fully discounted in the amount of $50,000 will be amortized over the life of the note.  As of September 30, 2014, the remaining balance on the debt discount is $42,622.

We evaluated the conversion features embedded in the notes payable described above for derivative accounting in accordance with ASC 815-40, Derivatives and Hedging embedded in the modified notes payable for derivative accounting in accordance with the criteria for classification in stockholders' equity.  Therefore, derivative accounting is not applicable.

NOTE 5 – SHAREHOLDERS’ EQUITY

During April 2014, an investor purchased 500,000 shares for $1.00 per share.  The investor also received warrants to purchase 500,000 shares at exercise price of $0.50 per share.  The warrants have a one-year term.

During September 2014, an investor purchased 150,000 shares for $1.00 per share.  The investor also received warrants to purchase 150,000 shares at exercise price of $0.20 per share.  The warrants have a one-year term.

For the three months ended September 30, 2014, there were 10,000 shares of stock issued for services, resulting in stock based compensation expense of $29,314.

NOTE 6 – COMMITMENTS & CONTINGENCIES

During January 2014, we were granted a license to market nutritional supplements under the TapouT XT name to retail locations worldwide.  Under the license agreement, we are required to pay a royalty fee to Nutra Evolution of 12.5% of net sales.  The agreement provides us with an initial test period of four years, until January 31, 2018, to distribute the product.  We paid $85,000 in conjunction with the license.  At the expiration of this four year period, we may extend the license for three (3) consecutive three (3) year terms.  We are required to pay minimum royalties of $400,000 during the first contract year; $750,000 during the second contract year and $1,000,000 each year thereafter.

In late April 2014, the Company entered into an agreement with Sullivan Media Group, a Nevada corporation, to conduct market research in regards to promotion of the NutraFuels brand at a cost of $104,500.

On May 26, 2014, we entered into an agreement with SRC Sales Inc., a Massachusetts corporation (“SRC Sales”) to be the exclusive distributor of our products to certain retailers (the “Retailer Accounts”) in the United States and Canada.  We agreed to pay 7% of sales derived from any Retailer Account obtained from the efforts of SRC Sales.  The agreement has a term of 36 months.  We agreed to issue 50,000 restricted shares of our common stock to SRC Sales for each Retailer Account, and 50,000 shares for each order of $500,000.  For purposes of the agreement, Retailer Account means a retailer with more than 200 locations.  The terms of the Agreement do not apply to any of our prior or existing customers.

NOTE 7 – NOTES PAYABLE - RELATED PARTY

As of September 30 2014, the Company is indebted to Neil Catania, vice president, for $305,000.  From time to time, Mr. Catania has advanced funds to the Company with no formal note agreement.  During 2013, Mr. Catania advanced $405,000 to the Company and the Company repaid $310,000, resulting a net balance due to him of $95,000.  The remaining $210,000 relates to two convertible notes payable, which are described below. 

9

On November 15, 2012, the Company borrowed $135,000 under a convertible note agreement with Neil Catania, vice president.  Under the original terms of the note, it was convertible at the most recent price of shares sold in an offering registered with SEC.  The note bears interest at 10% and is due on November 15, 2014.  As of December 31, 2012, $160,000 in principal was outstanding.  During September 2013, the note was modified to establish a set conversion price of $1.00 per share.  Because no registered offering of our common stock has occurred, the notes did not have an effective conversion feature before the modification occurred and thus derivative treatment could not be determined.  Additionally, there was no beneficial conversion feature associated with the notes prior to their modification.  

Subsequent to September 30, 2014, the note was amended and granted new due date of November 15, 2015.

We evaluated the modification using the criteria set forth in ASC Topic 470-50, Debt – Modifications and Extinguishments and we determined that the modification was an extinguishment because there was a substantial modification of terms.  However, we did not experience a gain or loss on extinguishment because the fair value of the extinguished note was the same as the fair value of the modified note.  There was no beneficial conversion feature associated with the modified note because the conversion price equaled or exceeded the cash sales prices of common stock ($.35 per share) that had occurred before the modification.

On February 15, 2013 Mr. Catania lent the Company an additional $50,000.  The note is convertible into common stock at a price of $1.00 per share.  The note bears interest at 10% and is due on May 15, 2014.  The conversion feature was not beneficial at the time of issuance because the conversion price equaled or exceeded the cash sales prices of common stock ($.35 per share) that had occurred before the modification.

The note became due on May 15, 2014 and has not been paid as of September 30, 2014.  Subsequent to September 30, 2014, the note was amended and granted new due date of November 15, 2015.

We evaluated the conversion features embedded in the modified November Note and the February Note for derivative accounting in accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s own stock and concluded that the conversion features meet the criteria for classification in stockholders' equity.  Therefore, derivative accounting is not applicable.

On February 15, 2012, we entered into a convertible note with an investor with an aggregate principal and interest outstanding of $50,000 which bears interest at the rate of 10% per annum.  The note had originally had a due date of November 15, 2013 and was convertible at the most recent price we offered or sold common in an offering registered with the Securities and Exchange Commission.  On September 7, 2013, the note was amended to (i) extend the repayment date to November 15, 2014 and allow the amounts outstanding to be converted into our common stock at the price of $1.00 per share.

Subsequent to September 30, 2014, the note was amended and granted new due date of January 15, 2015.

NOTE 8 – SUBSEQUENT EVENTS

During October 2014, the company entered into a convertible note with an investor with a principal amount of $60,000, and bears an interest rate of 10%.  As additional consideration for providing the principal amount, the investor shall also receive 150,000 shares of common stock.  

The note was due on November 2, 2014 and has not been paid.

In November 2014, the Company issued a $30,000 convertible note along with an equity consideration to raise additional capital.

During November 2014, the due dates for several notes payable was extended, as detailed in Notes 4 and 7.

10

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto included elsewhere in this prospectus.  The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.  Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q.

OVERVIEW

 

NutraFuels, Inc. (“NutraFuels”, “us”, “we”, or “our”) is the producer of nutritional oral spray supplements that provide faster and more efficient absorption than traditional methods of delivery.

 

We were founded as NutraFuels, LLC in 2010.  We have progressively added the needed equipment to expand our operations to meet the demand of consumption on a national level.  

We have continually invested for the long term, adding larger facilities, purchasing necessary equipment, and other application development to expand sales and marketing.  This has increased our costs on an absolute basis in the near-term.  Many of these investments had and will continue to occur in advance of experiencing any immediate near term benefit.

Upon making significant investments in market research and brand development, the Company plans to start distributing new products.  Pending additional capital investment, the Company is aiming to nationally expand into the retail and grocery markets.

 

Components of Results of Operations

 

Revenues

We derive our revenues from sales of our products.  We recognize our revenues from the point of sale and shipment.  For the quarter ended September 30, 2014, and September 30, 2013, our revenues were $5,337 and $192,243, respectively.  Our revenues declined during the period ending September 30, 2014 because of significantly lower purchases from wholesale and distribution customers and the loss of one of our primary distributors.

Should we not have sufficient revenues to meet operating costs, we will require additional capital.  We have no commitments or assurances that it will ever be successful in obtaining adequate future financing.  We have incurred net losses and losses from operations and we expect that we will continue to have negative cash flows as we implement our business plan.  There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern.  The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern.  As of September 30, 2014, we did not have sufficient cash to sustain us for the next twelve months and we will require additional capital to continue as a going concern.  In the event that future financing does not materialize, we may be unable to pay our obligations as they become due or continue as a going concern, any of which circumstances would have a material adverse effect on our business, prospects, financial condition and results of operations.

11

Costs and Expenses

The Cost of Goods Sold was heavily concentrated in labor and overhead costs.

Advertising costs continued to be some of our largest operational expenses.  As 2014 progresses, we are anticipating more marketing expenditures to research, promote, and enhance our brand.  

This past quarter the Company also established an inventory valuation allowance of nearly $70,000 to account for expiring product.  

The remaining significant expenses related to professional fees associated with our SEC filings and accrued interest as it relates to debt securities issued from current and prior years.

Results of Operations

In comparison to the prior year, sales have decreased significantly by 88%.  As of the nine months ending September 30, 2014, we’ve experienced a decline in repeat business from prior year wholesale and distribution customers and we no longer sold our product to one of our primary distributors.

To address the loss of our primary distributor, we entered into a distribution agreement on May 26, 2014, with SRC Sales Inc., a Massachusetts corporation in the United States and Canada.  We agreed to pay 7% of sales derived from any Retailer Account obtained from the efforts of SRC Sales.  The agreement has a term of 36 months.  We agreed to issue 50,000 restricted shares of our common stock to SRC Sales for each Retailer Account, and 50,000 shares for each order of $500,000.  For purposes of the agreement, Retailer Account means a retailer with more than 200 locations.  The terms of the Agreement do not apply to any of our prior or existing customers.  During the three month period ending September 30, 2014, we did not receive additional sales from the agreement.

Advertising costs have nearly doubled due to marketing research and brand promotion.  

Selling, General, and Administrative Costs are significantly lower than the prior year, as there’s been relatively no stock compensation issued for services performed by employees or outside parties.

Finally, interest expense is higher due to the issuance of debt securities to finance operations.

LIQUIDITY AND CAPITAL RESOURCES

In addition to revenue, our primary source of cash stems from issuance of equity and debt securities.  We are dependent upon the proceeds from the offer and sale of securities to fund our operations.  

							Nine Months Ended September 30,
							2014		2013
Net Cash used in Operating Activities							(1,076,476)		(644,387)
Net cash used in Investing Activities							(4,724)		(263,810)
Net provided by Financing Activities							1,045,000		834,400

Operating

During the first nine months of 2014, in addition to fixed & variable overhead costs, other operational expenditures primarily consisted of inventory purchases, payments to vendors, professional fees, and advertising costs.

12

Investing

During the first nine months of 2014, our investments in fixed assets were limited to equipment purchases.

Financing

Our cash inflow from financing related to the issuance of debt and equity securities.  During the nine month period ended September 30, 2014, we received an aggregate of $1,070,000 from the sale of securities and as proceeds from notes payable as follows:

♦ the sale of 150,000 common shares at a price of $1.00 per share, on September 2, 2014,

♦ a note payable with shares of common stock in the amount of $50,000 on August 27, 2014, 

♦ a note payable with shares of common stock in the amount of $50,000 on February 20, 2014, 

♦ a convertible note with attached warrants in the principal amount of $290,000 on March 26, 2014,

♦ a convertible note in the principal amount of $30,000 on June 23, 2014,

♦ the sale of 500,000 common shares at the price of $1.00 per share or an aggregate of $500,000, on April 25, 2014.

SIGNIFICANT ACCOUNTING POLICIES

We report revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

INCOME TAXES

We account for income taxes under ASC 740 “Income Taxes” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that we will not realize tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting Standards Codification Topic 820, “Disclosures About Fair Value of Financial Instruments,” requires us to disclose, when reasonably attainable, the fair market values of our assets and liabilities, which are deemed to be financial instruments.  Our financial instruments consist primarily of cash.

PER SHARE INFORMATION

We compute net loss per share accordance with FASB ASC 205 “Earnings per Share”.  FASB ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

13

STOCK OPTION GRANTS

We have not granted any stock options to our officers and directors since our inception.  Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for nutritional and dietary supplement companies.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s President, Chief Financial Officer, Secretary, Treasurer and Director, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reasons discussed below.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our board of directors. In addition, the Company currently has limited accounting personnel. Management plans to take action and implementing improvements to our controls and procedures when our financial position permits.

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal controls over financial reporting during the three month period ending September 30, 2014, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

14

PART II:  OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business.  We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business and operations.

 

Item 1A. Risk Factors

 

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sale of Equity Securities 

During the three month period ending September 30, 2014, we offered and sold securities below.  We used the proceeds from the sale of these securities for working capital.  None of the issuances involved underwriters, underwriting discounts or commissions.   We relied upon Section 4(2) of the Securities Act, and Rule 506 of the Securities Act of 1933, as amended for the offer and sale of the securities.  We believed Section 4(2) was available because:

● We are not a blank check company;

● We filed a Notice of Sales on Form D, with the Securities & Exchange Commission;

● Sales were not made by general solicitation or advertising;

● All certificates had restrictive legends; and

● Sales were made to persons with a pre-existing relationship to our chief executive officer, Edgar Ward.

On September 15, 2014, we sold 150,000 units to Craig Hetherington in exchange for $150,000.  Each one (1) unit contains 150,000 shares of common stock and warrants to purchase 1500,000 shares of common stock at the price of $.20 at any time September 2, 2016.

On November 5, 2014, we amended the November 15, 2012, promissory note between us and Michael Smyth with a principal amount of $50,000.  As amended, we are obligated to repay the principal and interest due under the note on January 15, 2015.  The note bears interest at the rate of 10%.  The note is convertible into our common stock at the price of $1.00 per share.

On August 12, 2014, we issued 10,000 shares of our restricted common stock to Jon Dunsmoor for services rendered to us.

 

On August 27, 2014, we entered into a note agreement with John Hampton in the amount of $50,000 bearing interest at the rate of 10%.  The principal and accrued interest under the note is due on January 2, 2015.  The principal and interest due under the note may be converted into common stock at the rate of $1.00 per share.  We issued 50,000 shares of our restricted common stock to John Hampton as additional consideration for the note.

 

On September 15, 2014, we sold 150,000 units to Donald Brennik in exchange for $150,000.  Each one (1) unit contains 150,000 shares of common stock and warrants to purchase 150,000 shares of common stock at the price of $.20 at any time September 2, 2016.

 

On November 15, 2014, we issued 60,000 shares of our restricted common stock to Uptick Capital LLC for services rendered to us.

 

15

On October 30, 2014, we amended the August 23, 2013, promissory note between us and Craig Hetherington with a principal amount of $200,000.  As amended, we are obligated to repay the principal and interest due under the note on August 26, 2015.  The note bears interest at the rate of 15%.  The note is convertible into our common stock at the price of $1.00 per share.

 

On October 30, 2014, we amended the November 15, 2012, promissory note between us and Neil Catania, our Vice-President.  The note has a principal amount of $160,000.  As amended, we are obligated to repay the principal and interest due under the note on November 15, 2015.  The note bears interest at the rate of 10%.  The note is convertible into our common stock at the price of $1.00 per share.

 

On October 30, 2014, we amended February 15, 2013, promissory note between us and Neil Catania, our Vice-President.  The note has a principal amount of $50,000.  As amended, we are obligated to repay the principal and interest due under the note on November 15, 2015.  The note bears interest at the rate of 10%.  The note is convertible into our common stock at the price of $1.00 per share.

 

On October 2nd 2014 we entered into a convertible promissory note with John Hampton in the amount of $60,000, bearing interest at the rate of 10%.  The note investor received 150,000 shares of our common stock in exchange for the investment.  The principal and accrued interest is due on November 2nd 2014

 

On November 5, 2014, we amended the November 15, 2012, promissory note between us and Michael Smyth with a principal amount of $50,000.  As amended, we are obligated to repay the principal and interest due under the note on January 15, 2015.  The note bears interest at the rate of 10%.  The note is convertible into our common stock at the price of $1.00 per share.

Item 3. Defaults Upon Senior Securities

Not Applicable.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

Item 5. Other Information

 

Not Applicable.

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Item 6. Exhibits

Exhibit No.	Description
3.1	Articles of Organization of NutraFuels, LLC, a Florida Limited Liability Company (1)
3.2	Certificate of Conversion from a Florida Limited Liability Company to a Florida Corporation (1)
3.3	Articles of Incorporation of NutraFuels, Inc., a Florida Corporation (1)
3.4	Certificate of Designation of Series A Preferred Shares (1)
3.5	Bylaws of NutraFuels, Inc (1)
4.1	Form of Convertible Note and Warrant. (1)
4.2	Form of Subscription Agreement (1)
4.3	Form of Convertible Note (1)
10.1	Agreement between Nutra Evolution LLC and NutraFuels Inc (1)
10.2	Agreement between AMS Health Services LLC and NutraFuels Inc. (1)
10.3	February 12, 2012 Agreement between NutraFuels, Inc. and Neil Catania (2)
10.4	November 12, 1012 Agreement between NutraFuels, Inc. and Neil Catania (2)
10.5	November 15, 2012 Agreement between NutraFuels, Inc. and Mike Smyth (2)
10.6	November 15, 2012 Agreement between NutraFuels, Inc. and Donald Brennick (2)
10.7	June 7, 2013 Agreement between NutraFuels, Inc. and Craig Hetherington (2)
10.8	August 26, 2013 Agreement between Nutafuels, Inc. and Craig Hetherington (2)
10.9	Form of Purchase Order Alpine (3)
10.10	Core-Mark Vendor Program Agreement (3)
10.11	Form of Invoice (3)
10.12	Note Agreement Dennis Poland (4)
10.13	Unit Subscription Agreement with William J. Ferri(4)
10.14 10.15 10.16	Amendment to Tapout Agreement dated January 29, 2014 (4) Agreement between NutraFuels, Inc. and Sullivan Media Group (5) Agreement between NutraFuels, Inc. and SRC Sales(5)
10.17	Amended Note to February 15, 2013 note between NutraFuels, Inc. and Neal Catania
10.18	Amended Note to November 15, 2012 note between NutraFuels, Inc. and Neal Catania
10.19	Amended Note to August 26, 2013 note between NutraFuels, Inc. and Craig Hetherington
10.20 10.21	Amended Note to November 15, 2012 note between NutraFuels, Inc. and Michael Smyth Note Agreement dated October 2, 2014, between NutaFuels and John Hampton
31.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002

 

(1) Incorporated by reference to our Form S-1 Registration Statement filed with the Securities and Exchange Commission on September 26, 2013.

(2) Incorporated by reference to our Form S-1 Registration Statement filed with the Securities and Exchange

Commission on October 31, 2013.

(3) Incorporated by reference to our Form S-1 Registration Statement filed with the Securities and Exchange

Commission on December 5, 2013.

(4) Incorporated by reference to our Form 10-K filed with the Securities and Exchange Commission on May 5, 2014.

(5) Incorporated by Reference to our Form 10-Q for the period ending June 30, 2014 and filed with the Securities and Exchange Commission on August 13, 2014.

(6) Filed herewith.

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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, there unto duly authorized.

 

Dated: November 19, 2014		NutraFuels, Inc
		/s/ Edgar Ward.
		Edgar Ward
		Chief Executive Officer
		(Duly Authorized and Principal Executive Officer)

 

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