Sec Form 5 Filing - DOHERTY MICHAEL @ NUTRA PHARMA CORP - 2005-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DOHERTY MICHAEL 2. Issuer Name and Ticker or Trading Symbol NUTRA PHARMA CORP [ NPHC.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2005 (Street) 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option $ 0.27 06/01/2005 A V 13,600,000 ( 1 ) 05/31/2010 Common Stock 13,600,000 ( 3 ) 13,600,000 I Footnote 2 ( 2 ) Option $ 0.27 04/01/2006 D V 13,600,000 06/01/2006 05/31/2010 Common Stock 13,600,000 ( 3 ) $ 0 ( 3 ) I Footnote 2 ( 2 ) Option $ 0.27 04/01/2006 A V 2,000 03/30/2006 05/31/2010 Common Stock 2,000,000 ( 3 ) 2,000,000 I Footnote 2 ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOHERTY MICHAEL X Executive Chairman Signatures Michael Doherty 05/02/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )If certain capital raising objectives are met, the Option vests 50% on 06/01/2006, and the balance becomes exercisable in twelve (12) equal monthly installments, in accordance with the terms of the Letter Agreement dated as of 06/01/2005 between Issuer, Reporting Person and Doherty and Company LLC. The Option never vested. ( 2 )Option is owned by Doherty and Company LLC, of which Reporting Person is a control person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )Option was cancelled by mutual agreement of Issuer, Reporting Person and Doherty and Company LLC. Doherty and Company LLC received the Option referenced in the last line as consideration for the cancellation.

Remarks: Form 4 Transactions Reported

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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