SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECOND AMENDED SCHEDULE 13D
Under the Securities Exchange Act of 1934
Nutra Pharma Corp.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
67060U 10 9
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(CUSIP Number)
Opus International, LLC
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 9, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d.-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (However, see
the Notes).
CUSIP No. 67060U 10 9
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1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
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Modern Health Care Holdings, Ltd., No Employer ID No.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Sources of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization: Maryland
Number of (7) Sole Voting Power: 11,692,556
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: -0-
ing Person
With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
11,692,556
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11): 23.23%
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14) Type of Reporting Person (See Instructions): OO
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Item 1. Security and Issuer
This statement relates to the common stock, $0.0001 par value ("Common Stock")
of Nutra Pharma Corp. (the "Issuer"). The principal executive offices of the
Issuer are presently located at 4001 NW 73rd Way, Coral Springs, FL 33065.
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Item 2. Identity and Background
This statement is filed by Opus International, LLC, a limited liability company
organized under the laws of the state of Maryland. Its place of organization
is Maryland. Its principal business is investments. The address of its
principal place of business is stated above.
During the last five (5) years, neither Opus International, LLC, nor its
directors have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five (5) years, neither Opus International, LLC nor its
directors have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining final
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
11,692,556 shares were pledged as security for a $2.5 million loan from
Clarisco Stiftung.
Item 4. Purpose of Transaction
The purpose of the transaction was to give security for a loan.
Opus International, LLC reserves the right to actively pursue various proposals
which could relate to or would result in:
a. The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
d. Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
h. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
i. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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As of February 11, 2005, the aggregate number and percentage of class of
securities identified pursuant to Item 1 beneficially owned by each person
named in Item 2 may be found in rows 11 and 13 of the cover pages.
The powers of the Reporting person identified in the preceding paragraph has
relative to the shares discussed herein may be found in rows 7 through 10 of
the cover pages.
No transactions in the class of securities reported on were effected by any of
the persons named in this Item 5 during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to the Securities of the Issuer. Except as set forth elsewhere in this Schedule
13D, there are no contracts, arrangements, understandings or relationships
among the Persons named in Item 2 and between such persons and any other person
with respect to any securities of the Issuer, including but not limited to the
transfer of voting of any securities, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 7, 2005
Opus International, LLC
Stephen Hallock
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Stephen Hallock
Managing Member
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