UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the Quarterly Period Ended September 30, 2015


Commission File Number: 000-55144

 

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.)

 

                                                   6601 Lyons Road, Suite 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 a 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

Smaller reporting company

(Do not check if a 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 September 30, 2015, and December 15, 2015 we had 22,917,114 and 25,164,114 shares of common stock outstanding, respectively.



1





[f10qnutrafuels1216151732002.gif]



TABLE OF CONTENTS

 

 

 

 

 

PART I - FINANCIAL INFORMATION

PAGE

 

 

Item 1. Financial Statements

3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3. Quantitative and Qualitative Disclosures About Market Risk

15

Item 4. Controls and Procedures

16

 

 

PART II-- OTHER INFORMATION

 

Item 1. Legal Proceedings

16

Item 1A. Risk Factors

16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3. Defaults Upon Senior Securities

18

Item 4. Mine Safety Disclosures

18

Item 5. Other Information

18

Item 6. Exhibits

22

 

 

SIGNATURES

23

 

 








2




PART I: FINANCIAL INFORMATION

NutraFuels, Inc.

CONDENSED BALANCE SHEET

ASSETS

 

 

September 2015

December 31, 2014

 

(unaudited)

 

 

 

 

 

Current Assets

 

 

   Cash

$

21,886

$

25,053

   Accounts Receivable, net

33,162

1,679

   Inventory, net

112,292

70,000

   Prepaid Expenses

1,828,689

0

   Total Current Assets

1,996,029

96,732

 

 

 

Property, Plant and Equipment, net of accumulated depreciation of $139,862 and $98,534, respectively

240,509

248,963

 

$

2,236,538

$

345,695

 

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

 

 

Current Liabilities

 

 

   Accounts Payable

$

41,194 

$

34,010 

   Accrued Liability

351,276 

236,280 

   Convertible Debt, net of discount of $83,590 and $162,160

791,411 

617,840 

   Convertible Debt – Related Party

210,000 

210,000 

   Notes Payable, net of discount of $0 and $8,106

55,000 

46,894 

   Notes Payable – Related Party

462,500 

150,000 

   Derivative Liability

275,000 

   Liability for Stock to be issued

107,900 

Total Current Liabilities

2,294,281 

1,295,024 

 

 

 

Long Term Liabilities

 

 

   Convertible Debt, net of discount of $211,816 and $0

63,184 

Total Long Term Liabilities

63,184 

 

 

 

Total Liabilities

2,357,465 

1,295,024 

 

 

 

   Commitments and Contingencies

 

 

 

 

 

   Shareholders’ Deficit

 

 

        Preferred Stock: par value .0001; Authorized 10,000; issued and    

        outstanding 1,000 and 1,000, respectively

        Common Stock; par value .0001; Authorized 499,990,000; issued

        and outstanding 22,917,114 and 22,282,114, respectively

2,292 

2,228 

        Additional Paid In Capital

6,516,483 

3,904,936 

        Accumulated Deficit

(6,639,702)

(4,856,493)

Total Shareholders’ Deficit

(120,927)

(949,329)

 

 

 

Total Liabilities and Shareholders’ Deficit

$

2,236,538 

$

345,695 

 

 

 

See Notes to Unaudited Condensed Financial Statements




3




NutraFuels, Inc.

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

 

 

For the Three Months Ended September 30,

For the Nine Months Ended

September 30,

 

 

 

 

2015

2014

2015

2014

 

 

 

 

 

Revenue

$

47,018 

$

5,337 

$

123,328 

$

53,247 

 

 

 

 

 

Cost of Revenues

36,761 

88,332 

105,705 

144,098 

Gross Profit (loss)

10,257 

(82,995)

17,623 

(90,851)

 

 

 

 

 

Operating Expenses:





Advertising and Promotion

15,720 

72,612 

197,016 

263,859 

Administrative Salaries

98,403 

48,500 

186,344 

132,500 

General and Administrative

575,379 

180,022 

1,031,426 

542,144 

Depreciation Expense

14,479 

13,135 

41,327 

39,307 

Total Operating Expenses

703,981 

314,269 

1,456,113 

977,810 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

Income from Indebtedness

7,956 

Interest Income

15 

Interest Expense

(86,380)

(102,621)

(344,718)

(256,641)

 

 

 

 

 

Loss Before Income Taxes

(780,104)

(499,884)

(1,783,208)

(1,317,331)

 

 

 

 

 

Income Taxes

 

 

 

 

 

Net Loss

$

(780,104)

$

(499,884)

$

(1,783,208)

$

(1,317,331)

 

 

 

 

 

Net Loss Per Common Share – Basic and Diluted

$

(0.03)

$

(0.02)

$

(0.08)

$

(0.06)

 

 

 

 

 

Weighted Average Common Shares Outstanding – Basic and Diluted

22,917,714 

21,857,865 

22,644,210 

21,593,151 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 













See Notes to Unaudited Condensed Financial Statements



4




NutraFuels, Inc.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

 

For the Nine Months Ended

September 30, 2015

For the Nine Months Ended

September 30, 2014

OPERATING ACTIVITIES

 

 

   Net Loss

$

(1,783,208)

$

(1,317,331)

   Adjustment to reconcile net loss to net cash used in

   operations:

 

 

          Stock Compensation

615,822 

29,314 

          Depreciation

41,327 

39,307 

          Amortization of Debt Discount

244,861 

191,427 

          Reclassification of Down Payment for Equipment

(22,400)

         Income from Indebtedness

(7,956)

 

 

 

         Changes in operating assets and liabilities:

 

 

          Accounts receivable

(31,483)

(2,435)

          Subscription Receivable

25,000 

          Inventory

(42,292)

810 

         Accrued expenses

114,996 

62,787 

         Accounts payable

7,185 

(74,999)

 

 

 

Net Cash used in Operating Activities

(832,792)

(1,076,476)

 

 

 

INVESTING ACTIVITIES

 

 

         Purchase of fixed assets

(32,875)

(4,724)

 

 

 

Net cash used in Investing Activities

(32,875)

(4,724)

 

 

 

FINANCING ACTIVITIES

 

 

          Common stock issued for cash

180,000 

650,000 

          Proceeds from issuance of Debt

370,000 

420,000 

          Proceeds from issuance of Debt – Related Party

312,500 

          Repayments of Debt – Related Party

(25,000)

 

 

 

Net provided by Financing Activities

862,500 

1,045,000 

 

 

 

Net Cash Decrease for the Period

(3,167)

(36,200)

 

 

 

Cash at beginning of Period

25,053 

63,255 

 

 

 

Cash at end of Period

$

21,886 

27,055 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

          Income Taxes

$

$

          Interest

$

$

 

 

 

NONCASH INVESTING AND FINANCIING ACTIVITIES

 

 

          Debt Discount from Beneficial Conversion Feature

$

370,000 

$

43,822 

          Shares issued for the Issuance of Debt

$

$

52,778 

          Warrants issued for the issuance of Debt

$

$

290,000 


See Notes to Unaudited Condensed Financial Statements



5



NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS:


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


Description of Business


NutraFuels, Inc. (“We”, or the “Company”) is the producer and distributor 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 accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the accompanying unaudited financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.


Certain reclassifications have been made to the comparative period condensed financial statements in order to conform to the current period classifications.  


NOTE 2 – GOING CONCERN


These accompanying condensed financial statements have been prepared assuming that we will continue as a going concern.  As shown in the accompanying condensed financial statements, we have sustained losses from inception, including a net loss of approximately $1,800,000 for the nine month period ended September 30, 2015, and we have working capital and accumulated deficits that raise substantial doubt about our ability to continue as a going concern.  In response to these conditions, we seek to raise additional capital through the sale of debt or equity securities, or through borrowings from financial institutions or individuals. The condensed financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.


NOTE 3 – CONVERTIBLE DEBT & NOTES PAYABLE

In February 2015, we sold 25,000 units to an investor in exchange for $25,000.  The 25,000 units consist of: (i) 25,000 shares of our common stock; (ii) 2-year options to purchase 25,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $25,000. The note is non-interest bearing and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion.    


The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein.  The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount.  



6




The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows:

 

 

 

 

 

 

 

 

 

 

Residual value of shares

 

 

 

$

0

Residual fair value of options

 

 

 

$

0

Fair value of BCF (derivative)

 

 

 

$

25,000


The note was recorded net of a full discount in the amount of $25,000, which is being amortized over the initial term of the note.  At September 30, 2015, the unamortized balance of the debt discount is $17,295.

In April 2015, we sold 250,000 units to an investor in exchange for $250,000.  The 250,000 units consist of: (i) 250,000 shares of our common stock; (ii) 2-year options to purchase 250,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $250,000. The note bears 10% interest and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion.    


The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein.  The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount.  


The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows:


 

 

 

 

 

 

 

 

 

 

Residual value of shares

 

 

 

$

0

Residual fair value of options

 

 

 

$

0

Fair value of BCF (derivative)

 

 

 

$

250,000


The note was recorded net of a full discount in the amount of $250,000, which is being amortized over the initial term of the note.  As of September 30, 2015, the unamortized balance of the debt discount is $194,521.

In August 2015, we entered into convertible promissory notes with four individual investors for a total amount of $95,000.  The notes are interest bearing at a fixed rate of ten percent (10%) and are convertible into shares at $0.10 per share.

The notes were recorded net of a full discount in the amount of $95,000, which is being amortized over the initial term of the note. Each note has a term of one (1) year. At September 30, 2015, the unamortized balance of the debt discount for the four (4) promissory notes total $83,590.

In August 2015, we extended the maturity of our $100,000 promissory note to August 26, 2016.


During the third quarter of 2015, we received $50,000 in net proceeds from related party loans.

 



7




Scheduled Debt Principal Maturities

 

 

 

 

 

 

 

 

 

 

 

 

Scheduled principal maturities for debt issuances at September 30, 2015 is as follows:

 

 

 

 

 

 

 

 

Year ended December 31, 2015

 

 

 $            210,000

 

Year ended December 31, 2016

 

 

               930,000

 

Year ended December 31, 2017

 

 

               275,000

 

Total

 

 

 

 

 

           1,415,000

 

Less Unamortized Debt Discount

 

 

             (295,406)

 

Plus General Operating Loans

 

 

 

               462,500

 

Balance as of September 30, 2015

 

 

 $        1,582,094

 

 

 

 

 

 

 

 

 


NOTE 4 – SHAREHOLDERS’ EQUITY


During February 2015, we issued 25,000 shares of our common stock and warrants to purchase 25,000 shares of our common stock in connection with the sale of 25,000 units. (see Note 3).


During March 2015, we issued 60,000 shares of our common stock for consulting services rendered to us.  We valued these shares at $1.94 per share, the closing stock price on the date of issuance.


During April 2015, we issued 100,000 shares of our common stock for consulting services rendered to us. We value these shares at $0.51 per share, the closing stock price on the date of issuance.


During April 2015, we issued 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units (see Note 3).


During June 2015, we issued 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units.


During August 2015, we received $40,000 in exchange for 400,000 shares of our common stock and warrants to purchase 400,000 shares of our common stock in connection with the sale of 400,000 units. The 400,000 shares were issued in October 2015 and the $40,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet.


During September 2015, we received $30,000 in exchange for 300,000 shares of our common stock and warrants to purchase 300,000 shares of our common stock in connection with the sale of 300,000 units. The 300,000 shares were issued in October 2015 and the $30,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet.


On July 18, 2015, we entered into a consulting agreement with WT Consulting Group, LLC. For consulting services rendered, we will pay a $2,000 per month retainer for services as well as 25,000 restricted shares per month. The above compensation for consulting services under this agreement will begin July 18, 2015.



8




In July 2015, we entered into an amendment to our agreement with Sullivan Media Group, Inc., a Nevada Corporation (“SMG”). In connection with the amendment, we agree to issue warrants to acquire approximately 4,500,000 shares of our common stock, which were issued in August 2015.


In connection to the above agreement we recorded a prepaid expense of $2,239,211. Based on the services rendered from November 1, 2014 to September 30, 2015 we recognized stock compensation expense of $410,522. The prepaid expense balance as of September 30, 2015 is $1,828,689.  


We determined the fair value of the warrants using a Black Scholes option pricing model with the following inputs:


Risk-free interest rate

 

 

0.73

%

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 risk free interest rate was determined as of September 30, 2015 through the Federal Reserve System historical data of daily interest rates.


On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered on a deal by deal basis. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued.


On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemded fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued.


NOTE 5 – 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 were required to pay a royalty fee to Nutra Evolution of 12.5% of net sales. The agreement provided 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 had the option to extend the license for three (3) consecutive three (3) year terms.


The agreement originally required us 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.  Subsequent to March 31 2015, we terminated the license agreement and no longer are obligated to pay the minimum royalties.


In late April 2014, we entered into an agreement with Sullivan Media Group, a Nevada corporation, to conduct market research in promotion of our NutraFuels brand.  



9




Through the second quarter of 2015 we have paid Sullivan Media Group a total of $155,000 to begin Phase 2 of our agreement, which will finalize the rebranding, repackaging, and re-launch of our NutraFuels product line.


In February 2015, we entered into an agreement with GenCap Securities, LLC (“GenCap”), to serve as our exclusive placement agent, on a best efforts basis, in connection with a proposed securities offering of up to $10,000,000.  The agreement terminates upon the earlier of: (i) 90 days after execution, or (ii) consummation of an offering. After 90 days, this agreement may be terminated by either party upon 15 days notice.


We are obligated to pay to GenCap: (i) a monthly retainer fee in the amount of $15,000, payable upon a financing facilitated by GenCap; and (ii) a placement fee ranging from 5.5% to 12.0% of the funds raised, based on the type of security sold.


To date, GenCap has not secured funding for us, and no payments have been made.  


On April 14, 2015, we entered into a consulting agreement with Benchmark Advisory Partners, LLC. In consideration for future consulting services, we agreed to pay a fixed fee of three hundred thousand restricted shares of our stock, payable in one hundred thousand share installments on April 14, 2015, June 14, 2015, and August 14, 2015. We paid the initial installment. The agreement was terminated in June 2015.


On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015.


On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.


On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015.


NOTE 6 – SUBSEQUENT EVENTS


On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand restricted common shares were issued to Peter Cianci on October 1, 2015.


On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.


On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015.



10




On October 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.


On October 19, 2015, we received $50,000 in exchange for 500,000 shares of our common stock and warrants to purchase 500,000 shares of our common stock in connection with the sale of 500,000 units.


On October 22, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.


On October 22, 2015, we received $10,200 in exchange for 102,000 shares of our common stock and warrants to purchase 102,000 shares of our common stock in connection with the sale of 102,000 units.


On October 22, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.


On November 2, 2015, we entered into stock warrant purchase agreement for 50,000 shares.


On November 2, 2015, we entered into stock warrant purchase agreement for 10,000 shares.


On November 2, 2015, we entered into stock warrant purchase agreement for 5,000 shares.


On November 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.


On November 17, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.


On November 17, 2015, we entered into a cashless stock warrant purchase agreement for 15,000 shares.


On November 17, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.


On November 25, 2015, we received $20,000 in exchange for 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units.


On November 19, 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units.


On December 7, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.


On December 10, 2015, we received $15,000 in exchange for 150,000 shares of our common stock and warrants to purchase 150,000 shares of our common stock in connection with the sale of 150,000 units.


During December 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units.



11




CAUTIONARY NOTE FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.


From time to time, forward-looking statements also are included in our other periodic reports on Form 10-K, Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.


Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


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 prospectus, particularly in “Risk Factors”.


OVERVIEW

 

NutraFuels, Inc. (also will be referred as, “us”, “we”, or “our”) is the producer of nutritional oral spray supplements that provides a faster and more efficient absorption of nutrients than traditional methods of delivery such as other ingestible pill, capsule and liquid products. 



12




We were founded as NutraFuels, LLC in 2010. We have progressively added the needed equipment to expand our operations to offer our products 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 in the near-term. Many of these investments had and will continue to occur in the advance of experiencing any near-term benefit.


During the nine month period ending September 30, 2015, we launched our rebranded products under the name NutraSpray and commenced development of our new website at www.nutraspray.com.


We currently offer the following products:


·

Sleep support,

·

Energy boost,

·

Hair Skin & Nails, 

·

Headache Relief, and

·

Weight Loss/Garcinia Cambogia.


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 nine months ended September 30, 2015 our revenues were $123,328.  Our revenues increased during the period ending September 30, 2015, because we recently completed our rebranding, repackaging, and re-launch of our 2015 product line and began taking purchase orders for our new product lines.


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.  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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. As of September 30, 2015 we did not have sufficient cash to sustain us for the next twelve months and we will require additional capital to continue. 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.


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 we progress through the rest of 2015 and the re-launch of our product line into the national and international market, we are anticipating more marketing expenditures to research, advertise, market, promote, and enhance our brand.  


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.



13




Results of Operations


In comparison to the prior year nine months and quarter ended September 30, 2014, sales have increased by over 131.6% and 781.0% respectively.  


Advertising costs have been driven by marketing research and the implementation of the rebranding initiatives.


Selling, General, and Administrative Costs are lower than the prior year, as there has been less 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 Ending
Ended September 30,

 

 

 

 

 

 

 

2015

 

2014

Net Cash used in Operating Activities

 

 

 

$

(832,792)

 

$

(1,076,476)

 

 

 

 

 

 

 

 

 

 

Net cash used in Investing Activities

 

 

 

$

(32,875)

 

$

(4,724)

 

 

 

 

 

 

 

 

 

 

Net cash provided by Financing Activities

 

 

 

$

862,500 

 

$

1,045,000 


Operating


During the nine months ended September 30, 2015, in addition to fixed & variable overhead costs, other operational expenditures primarily consisted of payments to vendors, professional fees, and advertising costs.


Investing


During the nine months ended September 30, 2015, our investments in fixed assets were limited to equipment purchases.


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.



14




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.


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.

 



15




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.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal controls over financial reporting during the nine month period ending September 30, 2015, 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.


PART II:  OTHER INFORMATION


Item 1. Legal Proceedings


From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business.  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 the Company.


Item 1A.   Risk Factors


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



16




Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds


On April 14, 2015, we entered into a consulting agreement with Benchmark Advisory Partners, LLC. In consideration for future consulting services, we agreed to pay a fixed fee of three hundred thousand restricted shares of our stock, payable in one hundred thousand share installments on April 14, 2015, June 14, 2015, and August 14, 2015. We paid the initial 100,000 common shares. The agreement was terminated in June 2015.


In August 2015, we issued 4,500,000 shares of our common stock to Sullivan Media Group, Inc., a Nevada Corporation for services rendered.


On July 18, 2015, we entered into a consulting agreement with WT Consulting Group, LLC. For consulting services rendered, we agreed to pay a $2,000 per month retainer and 25,000 common shares per month for services.


During August 2015, we issued 400,000 shares of our common stock and warrants to purchase 400,000 shares of our common stock in connection with the sale of 400,000 units.


On October 1, 2015, we issued 30,000 of our common stock to Peter Cianci.


On October 1, 2015, we issued 40,000 shares to Five Star Labs, LLC for services rendered.


On August 14, 2015, we entered into a promissory note, whereby we are obligated to pay James R. Stewart the sum of $25,000 plus interest at the rate of 10%. Under the terms of the amended note, the note’s maturity date is August 14, 2016. The note is convertible into shares of our common stock at the price of $.10 per share.



17




On August 14, 2015, we entered into a promissory note, whereby we are obligated to pay Barbara Ludwig the sum of $20,000 plus interest at the rate of 10%. Under the terms of the amended note, the note’s maturity date is August 14, 2016. The note is convertible into shares of our common stock at the price of $.10 per share.


On August 14, 2015, we entered into a promissory note, whereby we are obligated to pay Ann Noble the sum of $25,000 plus interest at the rate of 10%. Under the terms of the amended note, the note’s maturity date is August 14, 2016. The note is convertible into shares of our common stock at the price of $.10 per share.


On August 15, 2015, we granted Edward and Patricia Sullivan 1,791,369 warrants in exchange for services rendered to us. The warrants may be exercised for a period of two years after the grant date.


On August 27, 2015, we amended an August 26, 2013 promissory note, whereby we are obligated to pay Craig Hetherington the sum of $100,000 plus interest at the rate of 15%. Under the terms of the amended note, the note’s maturity date is August 26, 2016. The note is convertible into shares of our common stock at the price of $1.00 per share.


During September 2015, we issued 300,000 shares of our common stock and warrants to purchase 300,000 shares of our common stock in connection with the sale of 300,000 units.

On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we issued 2,000,000 restricted shares of stock with piggyback registration rights to Osprey for their services.


Item 3.     Defaults Upon Senior Securities


None.


Item 4.     Mine Safety Disclosures


Not applicable.


Item 5.    Other Information


During the nine month period ending September 30, 2015, we sold our rebranded and repackaged products under the brand name, NutraSpray. Our newly designed products are focused on providing retailers with a flexible merchandising approach by offering our product in three sizes, single, three day and thirty day. We believe by offering our product in multiple amounts, we promote trial and upsell to larger packages.


We also completed development of marketing and point of sale items that make our product easy to locate and distinguishable from other nutritional products.  


In connection with our rebranded products, applied for trademark protection of our brand names NutraPro, NutraSpray and OralSpray.



18




Our products are sold through our new website at www.nutraspray.com. We plan to optimize traffic at our website with popular keywords, phrases and descriptive meta-tags to increase our visibility on keyword search page results and drive customers to our website. We utilize top search engines (e.g. Yahoo, Google and Bing) to conduct PPC (“pay per click”) campaigns to obtain prominent page placement by purchasing targeted “keywords” to increase traffic and order volume. Website orders are paid for upon order. Once an order is placed though our website, it is processed and delivered from our manufacturing facility to the customer using the shipping method selected at the customer’s expense.


In connection with our relaunched products we increased our staff in the second quarter of 2015 and presently our staff consists of:


·

Our Chief Executive Officer and President, Edgar Ward oversees our day to day operations and manufacturing facility,

·

Neal Catania, our Vice President works closely with Edgar Ward and provides us with approximately 42 hours per month of services,

·

6 full time employees who assist in our manufacturing facility,

·

3 sales staff employees, and

·

2 employees who provides clerical services.


Manufacturing


We manufacture, package, label and store 100% of our products at our 7,000 square foot facility located at 6601 Lyons Rd. L-6 Coconut Creek, Florida. Our products are non-addictive and delivered as oral sprays.

[f10qnutrafuels1216151732004.gif]

By manufacturing our own products, we believe that we maintain better control over product quality and availability while also reducing production costs.


Our manufacturing process generally consists of the following operations: (i) sourcing ingredients for products, (ii) warehousing raw ingredients, (iii) measuring ingredients for inclusion in products, and (iv) blending using automatic equipment.


The next step in the manufacturing process is bottling and packaging. This involves filling, capping, coding, labeling and placing the product in packaging with appropriate tamper-evident features. The product is then sent out for testing on each batch produced for microbial contaminants. Once cleared with a certificate of analysis the packaged product is sent to our customers.


The FDA requires companies manufacturing homeopathic medicines to have their facilities certified as Good Manufacturing Practices ("GMPs").   


Our manufacturing facility has been fully compliant with its GMP certification. Our quality control program seeks to ensure the superior quality of our products and that they are manufactured in accordance with current GMPs.


Our processing methods are monitored closely to ensure that only quality ingredients are used to ensure product purity.



19




Periodically, we retain the services of outside GMP audit firms to assist in our efforts to comply with GMPs.  In 2014, we used the services of ASI Food Safety Consultants, Inc., a GMP audit firm to assist us with our GMP compliance.


Sales


Our products are sold at retail locations in the U.S. We use the services of outside sales representatives who sell our products on a non-exclusive basis and are compensated based upon a percentage of the sales generated by them. Commissions range from 10% to 15%. We employ a sales staff of three employees.


Our Products

[f10qnutrafuels1216151732006.gif]


Our new packaging is focused on providing retailers with a flexible merchandising approach by offering our product in two sizes, single pack 10 serving and three packs 30 servings.


We believe by offering our product in multiple amounts, we promote trial and upsell to larger packages.


We currently offer the following products under our NutraSpray product line:


Sleep Support


Our Sleep Support contains Melatonin, GABA, and Valerian Root. The product is designed to promote relaxation and the quality of restful sleep. Melatonin, GABA and Valerian Root are non-habit forming.


Hair, Skin & Nails


HSN contains four essential nutrients including Biotin, MSM, Collagen and Horsetail. The formula is designed to support healthy hair, skin and nails in quick and effective oral spray.


Headache Relief


Our Headache Relief product contains Turmacin and is designed to act as a fast acting anti-inflammatory herbal pain relief product. Turmacin is a water extract of Turmeric.


Weight Loss


Our Weight Loss spray contains Garcina Cambogia and is designed to burn fat by blocking the enzyme, citrate lyase, which helps turn sugars and starches into fat. Our weight loss product is also designed to suppress the appetite, by increasing the level of satiety—satisfaction received from food—making it easier to eat less.



20




Energy Boost with Vitamin B12


Our Energy Boost contains Vitamin B12 and is designed to help food you eat convert into energy.


Material Agreements


On August 27, 2015, we entered into a sales broker agency agreement with Strategic Business Systems LLC (SBS) whereby SBS agreed to act as our non-exclusive sales agent of our products in the U.S in exchange for a 15% commission of gross sales generated by SBS. The agreement has a term of one year and may be renewed annually at our option.


On July 1, 2015, we entered into an amendment of an agreement dated July 17, 2014, with Sullivan Media Group, Inc., a Nevada Corporation (“SMG”).  The agreement requires SMG to provide us up to 40 hours of services per month beginning on November 1, 2014, and ending on November 1, 2019. The services include brand identity and imaging and marketing services. In exchange for these services, we are required to issue warrants to purchase 4,478,420 shares of our common stock.


On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015.


On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.


On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015. We are in default of the agreement.



21




Item 6.    Exhibits

 

Exhibit No.

Description

10.24

Sales Broker Agreement with Strategic Business Systems, LLC

10.25

Agreement with Sullivan Media

10.26

Warrant Agreement with Edward and Patricia Sullivan

10.27 

Warrant Agreement with Michael Perog

10.28

Warrant Agreement with Mitsukp Takezawa

10.29

Amended Convertible Note dated August 27, 2015 with Craig Hetherington

10.30

Amended Convertible Note dated June 23, 2015 with Craig Hetherington

10.31

Convertible Note with James R. Stewart

10.32

Convertible Note with Ann Noble

10.33

Unit Subscription with G&C Investment Corp

10.34

Consulting Agreement with WT Consulting

10.35

Agreement with Peter Cianci 

10.36

Agreement with Five Star Labs, LLC

10.37

Agreement with O Spray Capital/ Advisors


31.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002


32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002

 

* Filed herewith.



22



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.

 

NutraFuels, Inc.


/s/ Edgar Ward

Name: Edgar Ward
Position: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

(Duly Authorized, Principal Executive Officer and Principal Financial Officer)

Dated: December 17, 2015

 

 

 




23






 

                                    [ex1035consultingagreement002.gif]


CONSULTING AGREEMENT


This Consulting Agreement ("Agreement"), made and entered into this 1st day of August, 2015 by and between NUTRAFUELS, (NTFU) a publicly traded for profit Florida corporation (the "Company"), and Peter Cianci, an individual (the "Consultant").  


WITNESSETH


WHEREAS, the Company wishes to receive consulting services from Consultant from time to time and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.


NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:


1.  

Engagement of Consultant.   Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are reasonably assigned to him by the Company in regard to the business of the Company and its Subsidiaries ("Services"). Services will include new business development.


Services to be performed by Consultant hereunder shall, however, be subject to the limitation that Company will not require more than 1 day per week, on average, of consultant’s time under this contract, without the prior consent of Consultant.  Consultant shall perform only such work under this agreement as is requested in writing by company.


2.

 Consultant's Duties.   Consultant will make himself available for general consultation at times by telephone or correspondence, and will be available to the Company for up to 1 day per week on mutually agreed dates and hours. The Company agrees to give Consultant reasonable notice of what services it desires and when it desires them to be performed. In that connection, the Company and Consultant agree to cooperate in resolving any scheduling problems that may arise with respect to Consultant being available at the times requested. Consultants will provide to company consulting services in regards to new business development.


3.1  

Compensation for Services.  The Company agrees to issue restricted shares on a deal by deal basis. The compensation listed in Section 3 is deemed fully earned at such time as the  Consultant provides its services.  


3.2 Company and Consultant acknowledge that Company may or may not be licensing certain intellectual property.  Some communications between Company and Consultant may naturally



occur as a result of this relationship, and as such, as is mutually agreed by Consultant and Company, shall not be compensable or rights therein to Consultant under this paragraph.


3.3 The parties acknowledge that in the event that the Company requires, and if consultant so agrees, consultant will take on expanded duties.  In that event another or supplemental agreement will be negotiated at that time outlining the expanded duties and compensation Company will provide to Consultant for performance of such expanded duties.


Securities Matter

                      

ii Exemption and limitations on Resale


The offer and sale of the securities by the Company to Consultant is exempt from the 1933 ACT and the Company has compiled and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with the legend in substantially the following form:


"THE SECURITIES REPRESENTED BY THE CERTIFIACTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED"


iii Rule 144 and Resale


Upon Consultant informing Company in writing that it intends to sell or transfer all or any portion of the securities that are eligible for resale under rule 144 promulgated under the 1933 ACT, the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of Consultant that the company is in compliance with the Rule 144 current public information requirements to enable Consultant to sell such person's securities under Rule 144, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company's Transfer Agent for registrations or transfer in connection with the sales theretofore made in compliance with the securities laws. The company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such securities to the transferee. All costs of such transfer shall be born by the Company including the cost of any legal opinion. The Company shall fully comply with any and all federal and state securities laws, rules and regulations governing the issuance of any such Securities of common stock or the resale by Consultant.


4.  

Term.   The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire one (1) year thereafter; provided that it may be extended by mutual






Page 1


agreement in writing for additional terms, or as designated by both parties and may be terminated during the Term as provided in Section 6 hereof.


5.

 Duties of Consultant Relating to Consulting Services.   Consultant shall at all times be acting and performing hereunder as an independent contractor.  In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.


6.  

Termination of Agreement.   Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) by delivery by the Company to Consultant, 30 days written notice of termination.


7.  

Confidential Information.   Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the areas of research and investigation that the Company is or has been pursuing, the Company’s business plans, the identity of the customers, suppliers, and joint researchers of the Company, the Company's arrangements with such parties, and technical data relating to the Company's products, services and research, trade secrets of Company and communications with or from Company which have been designated as confidential.  In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, or other entity except authorized personnel of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain any records, files or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company.


8.  

Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

            8.1       Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida.

            8.2       Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this






Page 2


Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.

            8.3       Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. Company agrees that any arbitration proceedings will be conducted in the State of Florida

            8.4       Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach

9.   

Assignability.   The Company shall have the right to assign this Agreement to any subsidiary or successor of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.


10.

Exclusivity.  Consultant agrees that he will not consult for or assist any person or entity in regard to NutraFuels business model for a period of one year following the date of this agreement, without the written consent of Company.  This provision shall survive the termination of this agreement for any reason.


11.

Consideration.  The parties to this agreement hereby acknowledge the adequacy and sufficiency of consideration for entering into this agreement.


12.

Inconsistent Obligations.  Consultant represents that he has no obligations that are inconsistent with those of this agreement.


13.  

Modifications and Waiver.  This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.






Page 3


14.         Indemnification. The Company agrees to indemnify defend and release and hold harmless Consultant against any losses, liabilities, damages, deficiencies, costs or expenses ( including interest, penalties, and reasonable attorney fees and disbursements) based upon, arising out of or otherwise resulting from the relationship between Consultant and the Company and /or arising from this agreement. In the event that Consultant determines it is entitled to indemnification, Consultant shall give notice as reasonably practicable to the Company of any action, suit, proceeding or investigation or threat thereof in respect of which Consultant may seek indemnity hereunder; provided, however, failure to so notify the Company shall not relieve Consultant from any liability that it may have under this Agreement. Upon such notification, the Company shall pay all costs and fees and expenses for the defense of such action. Consultant shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Company with retainer fees paid in advance by the Company as requested by any law firm selected by Consultant.

15.  

Facsimile acceptance.  A signature to this agreement, transmitted by one signatory to the other by facsimile or other electronic transmission shall be recognized as a valid acceptance of this agreement.


16.       Location Of Services   Consultants services shall be performed at Consultants main office location or other such designated location as Consultant deems the most advantageous for the services to be performed.


17.      Expenses. The Company shall be solely responsible for paying all third party fees and expenses, including but not limited to: attorneys, accountants, auditors, blue sky service and filing fees, SEC filing fees, stock exchange fees, transfer agent fees, EDGAR filer fees, DTC fees, printing costs and S&P fees, Press Releases, and any other fees deemed necessary by consultant. In addition the Company will reimburse Consultant for all reasonable expenses incurred, including but not limited to: travel expenses, overnight package and mailing services upon presentation of appropriate evidence of such expenses; provided, however, that any expenses in excess of $250 shall be approved in writing by the Company before they are incurred by the Consultant.


            18.

Notices. Any Notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail or delivered personally, by responsible overnight carrier or by email/fax, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by responsible overnight carrier or confirmed fax /email, in each case addressed to a party. The addresses for such communications shall be


If to the Company:

  Edgar Ward

  6601 Lyons Road

  Suite L-6

  Coconut Creek, FL 33073






Page 4


  By email: edgar@nutrafuels.com


If to the Consultant:

 Peter Cianci

 6210nWiles Rd. #104

Coral Sprins FL.33067

   

 

 By email: pcianci@gmail.com

         




    19.

Authority  


The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully the obligations hereunder including approval by the Board of Directors of the Company. This Agreement has been duly executed and delivered and is the valid and binding obligation of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency, or other similar laws generally affecting the enforcement of creditors' rights. The Company represents that except with respect to existing Company Information and properly licensed materials, the performance, distribution, or use of anticipated materials will not violate the rights of any third parties. The execution and delivery of this Agreement and the other agreements contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement, in accordance with their respective terms and conditions, will not:  


a.

Require the approval or consent of any foreign, federal, state, county, local, or other

governmental or regulatory body or the approval or consent of any other person;


b.

Conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any order, judgment, or decree applicable to the Company, or any instrument, contract, or other agreement to which the Company is a party or by or to which the Company is bound or subject   



20

 Law and Arbitration


This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflict of law principles. All controversies, claims and matters of difference arising between the parties under this Agreement shall be submitted to either litigation in a court of law in the State of Florida , Dade County or binding arbitration in Dade County, Florida ,whichever venue the






Page 5


Consultant sees fit. If Arbitration is decided it will prevail under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) from time to time in force (to the extent not in conflict with the provisions set forth herein). This agreement to arbitrate shall be specifically enforceable under applicable law in any court of competent jurisdiction. Notice of the demand for arbitration shall be filed in writing with the other parties to this Agreement and with the AAA. Once the arbitral tribunal has been constituted in full, a hearing shall be held and an award rendered as soon as practicable. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and the parties are not making progress toward a resolution. In no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter would be barred by the applicable contractual or other statutes of limitations. The parties shall have reasonable discovery rights as determined by the arbitration. The award rendered by the arbitrators shall be final and judgment may be entered in accordance with applicable law and in any court having jurisdiction thereof. The decision of the arbitrators shall be rendered in writing and shall state the manner in which the fees and expenses of the arbitrators shall be borne. In any arbitration, action, lawsuit or proceeding brought to enforce or interpret the provisions of this Agreement and/or arising out of or relating to any dispute between the parties, the prevailing party with respect to each specific issue in a matter shall be entitled to recover all of his or its costs and expenses relating to such issue (including without limitation, reasonable attorney’s fees and disbursements) in addition to any other relief to which such party may been titled. Without waiving any of the requirements of this paragraph, Company hereby consents to the jurisdiction of the state and federal courts of Dade County, Florida, and waives any objection based on lack of personal jurisdiction, venue, or forum nonconveniens, as to any claim or cause of action, whether in law or equity, arising out of or relating to this Agreement



21

Attorney Fees


In the event either party is in default of the terms or conditions of this Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including all costs, reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition


22.

No Impairment.


The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants referenced in Section 3 but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Consultant against impairment.   


23.

Waivers







Page 6


No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach by any other party of any representation, warranty, covenant or Agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or Agreement contained in this Agreement (or in any other Agreement between the parties) as to which there is no inaccuracy or breach.  


24.

Severability


If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction



25.

Counterparts.


This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be  delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. In the event any signature is delivered by facsimile transmission, the party using such means of delivery shall cause the manually executed Execution Page(s) hereof to be physically delivered to the other party within five (5) days of the execution hereof, provided that the failure to so deliver any manually executed Execution Page shall not affect the validity or enforceability of this Agreement.




26.

 Failure


In the event the Company brings any action against Consultant for breach of this Agreement, Consultant’s entire liability to the Company shall not exceed the fees paid to Consultant hereunder. In no event shall Consultant be liable to the Company or any other party for any indirect, special or consequential damages, nor for any claim against the Company by any person or entity arising from or in any way related to this Agreement.  



27.

Further Assurances







Page 7


The Company shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby






IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.



Consultant:­­­­­­­­­­­­­­­­­­

___________________________________________   August 1st  2015

 

                                  

Peter Cianci




Company:

 __________________________________________     August 1st  2015      Edgar Ward

C.E.O.

NUTRAFUELS Inc.








Page 8





 

                                    [ex1036consultingagreement002.gif]


CONSULTING AGREEMENT


This Consulting Agreement ("Agreement"), made and entered into this 1st day of August, 2015 by and between NUTRAFUELS, (NTFU) a publicly traded for profit Florida corporation (the "Company"), and Five Star labs LLC, a Florida Limited Liability Company (the "Consultant").  


WITNESSETH


WHEREAS, the Company wishes to receive consulting services from Consultant from time to time and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.


NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:


1.  

Engagement of Consultant.   Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are reasonably assigned to him by the Company in regard to the business of the Company and its Subsidiaries ("Services"). Services will include new business development.


Services to be performed by Consultant hereunder shall, however, be subject to the limitation that Company will not require more than 1 day per week, on average, of consultant’s time under this contract, without the prior consent of Consultant.  Consultant shall perform only such work under this agreement as is requested in writing by company.


2.

 Consultant's Duties.   Consultant will make himself available for general consultation at times by telephone or correspondence, and will be available to the Company for up to 1 day per week on mutually agreed dates and hours. The Company agrees to give Consultant reasonable notice of what services it desires and when it desires them to be performed. In that connection, the Company and Consultant agree to cooperate in resolving any scheduling problems that may arise with respect to Consultant being available at the times requested. Consultants will provide to company consulting services in regards to new business development.


3.1  

Compensation for Services.  The Company agrees to issue restricted shares on a deal by deal basis. The compensation listed in Section 3 is deemed fully earned at such time as the  Consultant provides its services.  




3.2 Company and Consultant acknowledge that Company may or may not be licensing certain intellectual property.  Some communications between Company and Consultant may naturally occur as a result of this relationship, and as such, as is mutually agreed by Consultant and Company, shall not be compensable or rights therein to Consultant under this paragraph.


3.3 The parties acknowledge that in the event that the Company requires, and if consultant so agrees, consultant will take on expanded duties.  In that event another or supplemental agreement will be negotiated at that time outlining the expanded duties and compensation Company will provide to Consultant for performance of such expanded duties.


Securities Matter

                      

ii Exemption and limitations on Resale


The offer and sale of the securities by the Company to Consultant is exempt from the 1933 ACT and the Company has compiled and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with the legend in substantially the following form:


"THE SECURITIES REPRESENTED BY THE CERTIFIACTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED"


iii Rule 144 and Resale


Upon Consultant informing Company in writing that it intends to sell or transfer all or any portion of the securities that are eligible for resale under rule 144 promulgated under the 1933 ACT, the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of Consultant that the company is in compliance with the Rule 144 current public information requirements to enable Consultant to sell such person's securities under Rule 144, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company's Transfer Agent for registrations or transfer in connection with the sales theretofore made in compliance with the securities laws. The company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such securities to the transferee. All costs of such transfer shall be born by the Company including the cost of any legal opinion. The Company shall fully comply with any and all federal and state securities laws, rules and regulations governing the issuance of any such Securities of common stock or the resale by Consultant.







Page 1


4.  

Term.   The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire one (1) year thereafter; provided that it may be extended by mutual agreement in writing for additional terms, or as designated by both parties and may be terminated during the Term as provided in Section 6 hereof.


5.

 Duties of Consultant Relating to Consulting Services.   Consultant shall at all times be acting and performing hereunder as an independent contractor.  In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.


6.  

Termination of Agreement.   Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) by delivery by the Company to Consultant, 30 days written notice of termination.


7.  

Confidential Information.   Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the areas of research and investigation that the Company is or has been pursuing, the Company’s business plans, the identity of the customers, suppliers, and joint researchers of the Company, the Company's arrangements with such parties, and technical data relating to the Company's products, services and research, trade secrets of Company and communications with or from Company which have been designated as confidential.  In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, or other entity except authorized personnel of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain any records, files or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company.


8.  

Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

            8.1       Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida.






Page 2


            8.2       Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.

            8.3       Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. Company agrees that any arbitration proceedings will be conducted in the State of Florida

            8.4       Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach

9.   

Assignability.   The Company shall have the right to assign this Agreement to any subsidiary or successor of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.


10.

Exclusivity.  Consultant agrees that he will not consult for or assist any person or entity in regard to NutraFuels business model for a period of one year following the date of this agreement, without the written consent of Company.  This provision shall survive the termination of this agreement for any reason.


11.

Consideration.  The parties to this agreement hereby acknowledge the adequacy and sufficiency of consideration for entering into this agreement.


12.

Inconsistent Obligations.  Consultant represents that he has no obligations that are inconsistent with those of this agreement.


13.  

Modifications and Waiver.  This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the






Page 3


future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.

14.         Indemnification. The Company agrees to indemnify defend and release and hold harmless Consultant against any losses, liabilities, damages, deficiencies, costs or expenses ( including interest, penalties, and reasonable attorney fees and disbursements) based upon, arising out of or otherwise resulting from the relationship between Consultant and the Company and /or arising from this agreement. In the event that Consultant determines it is entitled to indemnification, Consultant shall give notice as reasonably practicable to the Company of any action, suit, proceeding or investigation or threat thereof in respect of which Consultant may seek indemnity hereunder; provided, however, failure to so notify the Company shall not relieve Consultant from any liability that it may have under this Agreement. Upon such notification, the Company shall pay all costs and fees and expenses for the defense of such action. Consultant shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Company with retainer fees paid in advance by the Company as requested by any law firm selected by Consultant.

15.  

Facsimile acceptance.  A signature to this agreement, transmitted by one signatory to the other by facsimile or other electronic transmission shall be recognized as a valid acceptance of this agreement.


16.       Location Of Services   Consultants services shall be performed at Consultants main office location or other such designated location as Consultant deems the most advantageous for the services to be performed.


17.      Expenses. The Company shall be solely responsible for paying all third party fees and expenses, including but not limited to: attorneys, accountants, auditors, blue sky service and filing fees, SEC filing fees, stock exchange fees, transfer agent fees, EDGAR filer fees, DTC fees, printing costs and S&P fees, Press Releases, and any other fees deemed necessary by consultant. In addition the Company will reimburse Consultant for all reasonable expenses incurred, including but not limited to: travel expenses, overnight package and mailing services upon presentation of appropriate evidence of such expenses; provided, however, that any expenses in excess of $250 shall be approved in writing by the Company before they are incurred by the Consultant.


            18.

Notices. Any Notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail or delivered personally, by responsible overnight carrier or by email/fax, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by responsible overnight carrier or confirmed fax /email, in each case addressed to a party. The addresses for such communications shall be


If to the Company:

  Edgar Ward






Page 4


  6601 Lyons Road

  Suite L-6

  Coconut Creek, FL 33073

  By email: edgar@nutrafuels.com


If to the Consultant:

 Five Star labs LLC

 Eric caprarese

5 Star Labs LLC

tax id:   45-3644263

 

3330 ne 190th street #2815

Aventura, FL  33480

 By email: ericcaprarese@juno.com

         




    19.

Authority  


The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully the obligations hereunder including approval by the Board of Directors of the Company. This Agreement has been duly executed and delivered and is the valid and binding obligation of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency, or other similar laws generally affecting the enforcement of creditors' rights. The Company represents that except with respect to existing Company Information and properly licensed materials, the performance, distribution, or use of anticipated materials will not violate the rights of any third parties. The execution and delivery of this Agreement and the other agreements contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement, in accordance with their respective terms and conditions, will not:  


a.

Require the approval or consent of any foreign, federal, state, county, local, or other

governmental or regulatory body or the approval or consent of any other person;


b.

Conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any order, judgment, or decree applicable to the Company, or any instrument, contract, or other agreement to which the Company is a party or by or to which the Company is bound or subject   



20

 Law and Arbitration






Page 5



This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflict of law principles. All controversies, claims and matters of difference arising between the parties under this Agreement shall be submitted to either litigation in a court of law in the State of Florida , Dade County or binding arbitration in Dade County, Florida ,whichever venue the Consultant sees fit. If Arbitration is decided it will prevail under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) from time to time in force (to the extent not in conflict with the provisions set forth herein). This agreement to arbitrate shall be specifically enforceable under applicable law in any court of competent jurisdiction. Notice of the demand for arbitration shall be filed in writing with the other parties to this Agreement and with the AAA. Once the arbitral tribunal has been constituted in full, a hearing shall be held and an award rendered as soon as practicable. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and the parties are not making progress toward a resolution. In no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter would be barred by the applicable contractual or other statutes of limitations. The parties shall have reasonable discovery rights as determined by the arbitration. The award rendered by the arbitrators shall be final and judgment may be entered in accordance with applicable law and in any court having jurisdiction thereof. The decision of the arbitrators shall be rendered in writing and shall state the manner in which the fees and expenses of the arbitrators shall be borne. In any arbitration, action, lawsuit or proceeding brought to enforce or interpret the provisions of this Agreement and/or arising out of or relating to any dispute between the parties, the prevailing party with respect to each specific issue in a matter shall be entitled to recover all of his or its costs and expenses relating to such issue (including without limitation, reasonable attorney’s fees and disbursements) in addition to any other relief to which such party may been titled. Without waiving any of the requirements of this paragraph, Company hereby consents to the jurisdiction of the state and federal courts of Dade County, Florida, and waives any objection based on lack of personal jurisdiction, venue, or forum nonconveniens, as to any claim or cause of action, whether in law or equity, arising out of or relating to this Agreement



21

Attorney Fees


In the event either party is in default of the terms or conditions of this Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including all costs, reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition


22.

No Impairment.


The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms






Page 6


of the Warrants referenced in Section 3 but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Consultant against impairment.   


23.

Waivers


No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach by any other party of any representation, warranty, covenant or Agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or Agreement contained in this Agreement (or in any other Agreement between the parties) as to which there is no inaccuracy or breach.  


24.

Severability


If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction



25.

Counterparts.


This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be  delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. In the event any signature is delivered by facsimile transmission, the party using such means of delivery shall cause the manually executed Execution Page(s) hereof to be physically delivered to the other party within five (5) days of the execution hereof, provided that the failure to so deliver any manually executed Execution Page shall not affect the validity or enforceability of this Agreement.




26.

 Failure


In the event the Company brings any action against Consultant for breach of this Agreement, Consultant’s entire liability to the Company shall not exceed the fees paid to Consultant hereunder. In no event shall Consultant be liable to the Company or any other party for any






Page 7


indirect, special or consequential damages, nor for any claim against the Company by any person or entity arising from or in any way related to this Agreement.  



27.

Further Assurances


The Company shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby






IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.



Consultant:­­­­­­­­­­­­­­­­­­

___________________________________________   August 1st  2015

Eric Caprarese  

                                    Managing Director

Five Star labs LLC




Company:

 __________________________________________     August 1st  2015      Edgar Ward

C.E.O.

NUTRAFUELS Inc.








Page 8




CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Edgar Ward, certify that:

 

1.    I have reviewed this quarterly report on Form 10-Q of NutraFuels, Inc.., for the period ending September 30, 2015;

 

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

 

 

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

 

 

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.


 Date: December 16, 2015

By:

/s/ Edgar Ward

 

 

Edgar Ward

President, Chief Executive Officer, Acting Chief Financial Officer and Treasurer (Principal Executive Officer and Principal Financial Officer)







SECTION 906 CERTIFICATION 
NutraFuels, Inc.


I certify that, to the best of my knowledge and belief, the Quarterly Report on Form 10-Q of NutraFuels, Inc. for the period ending September 30, 2015 (the “Report”):


(1) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of NutraFuels, Inc.

 

 /s/ Edgar Ward  

 Edgar Ward 

 Chief Executive Officer, Principal Financial Officer & Principal Accounting Officer
December 16, 2015 

 

 








CONSULTING ADVISORY SERVICES AGREEMENT


THIS CONSULTING ADVISORY SERVICES AGREEMENT (this Agreement) is entered into and is effective as of the 1st day of October 2015, by and between Osprey Capital Advisors, LLC, a Florida limited liability company (the Consultant) and Nutrafuels, Inc., a Florida cor- poration with principal offices located at 6601 Lyons Road, Suite L-6, Coconut Creek, FL 33073. The Consultant and the Company are sometimes individually referred to herein as a Party, and collectively as the Parties.


WHEREAS, the Company desires to engage the Consultant to provide the Company with advi- sory and consulting services pertaining to financial and investor relations in accordance with the terms and conditions set forth herein; and


WHEREAS, the Consultant, which is regularly engaged and experienced in providing such types of services to public companies such as the Company, desires to be engaged by and provide such services to the Company on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby ac- knowledged, the Parties hereby agree as follows:


1.

Purpose. The Company hereby engages the Consultant on a non-exclusive basis for the Term, as defined under Section 4 below, to render advisory and consulting services to the Company re- lating to financial and investor relations upon the terms and conditions set forth herein.


2.

Description of Advisory and Consulting Advisory Services.


2.1

The Consultant shall, generally, on a non-exclusive basis, as an advisor and consultant, pro- vide the Company with the following advisory and consulting services (the Services):


2.1.1

Assist the Company in marketing and improving its corporate presence to better enable the Company to raise capital to fund its operations through private placements, public offerings or otherwise;


2.1.2

Work with, and report directly to, the Companys Chief Executive Officer to provide re- ports, projections or assessments to enhance and strengthen the Companys market presence, provided such reports, projections or assessments are expressly requested by the Company in writing to the Consultant during the Term of this Agreement.


2.1.3

Review the Companys business plan and corporate strategy, and provide advice relating thereto;



1

of 9


CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC



   _E  W_  


1.1.1



Initials

Initials


Meet with the Companys management and any other persons deemed appropriate by the Consultant or the Company, to review the Companys long-term and short- term financing and growth objectives; and


1.1.2

Advise the Company regarding its business and financial strategy and efforts taken by the Company in developing investor interest in the Company.


2.2 The Parties agree that the Consultant shall have the right, but not the obligation, to utilize any one or more other persons and/or entities to assist the Consultant in performing the Services de- scribed in this Section 2, as the Consultant deems appropriate, provided that the Parties hereto agree that the Consultant shall bear and assume all costs and responsibilities in connection with it utilizing any one or more of such other persons and/or entities to assist the Consultant in per- forming the Services. In connection therewith, the Consultant shall take reasonable efforts to en- sure that any person and/or entity utilized by the Consultant to undertake any of the Services shall maintain any and all information and documents concerning the Company provided by the Company and/or the Consultant to such person or entity as confidential and not utilize the infor- mation for any purpose other than as listed in Sections 1 and 2 of this Agreement during or after the Term of this Agreement, or its earlier expiration, other than to assist the Consultant in per- forming its obligations pursuant hereto.


2.

Compensation. In consideration for the Services described under Section 2 of this Agreement, the Company hereby agrees to pay to the Consultant, and the Consultant hereby agrees to accept from the Company, Two Million (2,000,000) restricted shares of stock with piggyback registra- tion rights is to be issued in the name of The Consultant upon signing of this agreement, due and payable in two traunches. One Million (1,000,000) upon execution of this Agreement; And, One Million (1,000,000) due in Sixty (60) days. Additionally, Fifty Thousand Dollars ($50,000USD) Cash, Twenty-Five thousand dollars ($25,000USD) due and payable upon execution of this agreement, Twenty-Five Thousand dollars ($25,000USD) due and payable 30 days after execu- tion of this agreement. The payment to the Consultant under this Section 3 shall deemed earned in full within Seven (7) calendar days of the execution of this Agreement. In addition to the fore- going, the Company shall reimburse the Consultant for any and all actual, reasonable, out-of- pocket expenses for travel in connection with the Consulting Services performed under this Agreement, provided that the Company must approve all expenditures exceeding Five Hundred Dollars ($500.00). The Consultant shall submit accurate and complete supporting documents for reimbursement of such expenses and shall follow any policies, requirements or reasonably in- structions directed by the Company in connection with such expenses.


3.

Term. The term (the Term) of this Agreement shall be for a period of One hundred eighty

(180) calendar days from the date first set forth above, subject to its earlier termination for any reason or no reason by either Party upon Thirty (30) calendar days prior written notice (except



1

of 9


CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC



   E W




Initials

Initials


as provided in the immediate following sentence). Notwithstanding the foregoing, the Consultant may not terminate this Agreement if the Consultant has been timely compensated by the Compa- ny pursuant to Section 3 above. Any termination of this Agreement for any reason, or no reason, shall not have any effect on the obligation of the Company to reimburse the Consultant for any costs and expenses, if any, previously approved, by the Company in writing, or the obligation of the Consultant to preserve and hold and to cause its employees and agents to hold all informa- tion, in whatever form, provided by the Company not otherwise previously made public by the Company in trust and confidence for the benefit of the Company, and to not use any of such in- formation for any purpose whatsoever after the termination of this Agreement.


1.

Representations of the Consultant. The Consultant represents and warrants to the Company as of the date hereof as follows:


1.1

Authority. The Consultant is a limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is organized. The Consultant has all req- uisite power and authority to execute,


deliver and perform all of its obligations under this Agreement. The Consultants execution, de- livery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of the Consultant, and no third party consent or authorization is needed on the part of the Consultant to execute, deliver and perform all of its obligations hereunder. The Agreement constitutes the legal, valid and binding obligation of the Consultant enforceable in accordance with its terms against the Consultant except as may be limited by laws affecting the enforcement of creditors rights or equitable principles generally.


1.2

No Restrictions Against Performance. Neither the execution, delivery or performance of this Agreement by the Consultant will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien or condition under: (i) any and all organizational documents of the Consultant, including its articles of organization, as same may be amended, operating agreement, as same may be amended; (ii) any federal, state or local law, statue, ordi- nance, rule or regulation which may be applicable to the Consultant; (iii) any contract, instru- ment or agreement by which the Consultant is bound; (iv) any order, judgment, writ, injunction, decree, license, permit or other authorization of any federal, state or local court, governmental agency or quasi-governmental agency by which the Consultant is or may be bound or subject.


1.3

Release of Information about the Company; Related Matters. The Consultant shall not release any financial or other information or date about the Company without the express prior consent and approval of the Company, which consent and approval shall only be evidenced by the signa- ture of the Companys President or Chief Executive Officer on such release. Notwithstanding the foregoing, the Consultant may disclose information pursuant to any judicial order, requirement




3 of 9

CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC

 

Initials

E W

Initials


of a governmental agency or by operation of law. The Consultant shall not conduct any meetings with any prospective financial investors without the express prior consent and approval of the Company of the proposed meeting and the format or agenda of such meeting, in which case, if approved, the Company may elect to have a representative attend such meeting.


1.4

Regulatory Matters. Neither the Consultant nor any of its managers, officers, directors, mem- bers or affiliates nor any person or entity with whom the Consultant may seek assistance in per- forming its duties hereunder is subject to any action, proceeding, investigation or inquiry by any federal and/ or state regulatory authority or quasi-regulatory authority nor is any such action, proceeding, investigation or inquiry pending or, to the best knowledge of the Consultant, threat- ened against the Consultant and/or any of its managers, officers, directors, members, or affiliates nor any person or entity with whom the Consultant may seek assistance in performing its duties hereunder


2.

Representations of the Company. The Company represents and warrants to the Consultant as of the date hereof as follows:


2.1

Authority. The Company is a corporation duly organized, validly existing and in good stand- ing under the laws of the state in which it is incorporated. The Company has all requisite power and authority to execute, deliver and perform all of its obligations under this Agreement. The Companys execution, delivery and performance of this Agreement have been duly and validly- authorized by all necessary action on the part of the Company, and no third party consent or au- thorization is needed on the part of the Company to execute, deliver and perform all of its obliga- tions hereunder. This Agreement constitutes the legal, valid and binding obligation of the Com- pany enforceable in accordance with its terms against the Company except as may be limited by laws affecting the enforcement of creditors rights or equitable principles generally.


2.2

No Restrictions Against Performance. Neither the execution, delivery or performance of this Agreement by the Company will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien or condition under: (i) any and all organizational documents of the Company, including its articles of incorporation, as same may be amended, or bylaws, as same may be amended; (ii) any federal, state or local law, statue, ordinance, rule or regulation which may be applicable to the Company; (iii) any contract, instrument or agreement by which the Company is bound; (iv) any order, judgment, writ, injunction, decree, license, per- mit or other authorization of any federal, state or local court, governmental agency or quasi-gov- ernmental agency by which the Company is or may be bound or subject.


2.3

Representation. The Company acknowledges that, to the best of its knowledge, the Company is not the subject of any investigation, claim, decree or judgment involving any violation of the rules promulgated by the Securities and Exchange Commission or securities laws. The Compa-




4 of 9

CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC

 

Initials

E W

Initials


ny further acknowledges that, to the best of its knowledge, the Consultant is not a Securi- ties Broker Dealer or a Registered Investment Advisor. The Company acknowledges that, to the best of its knowledge, it has not violated any rule or provision of any regulatory agency hav- ing jurisdiction over the Company.


3.

Obligations of Company. The Company shall provide the Consultant with a copy of all avail- able Company documents, internal and confidential business plans, corporate strategy memoran- dums, and all related reports, schedules, exhibits, and all related documentation reasonably need- ed by the Consultant for the tasks assigned to the Consultant and described in Section 2 of this Agreement. The Company agrees that all information and documents that it provides the Consul- tant regarding the Company (the Company Documents) at the inception of this Agreement and at all times thereafter, will be accurate and complete and that the Company will, at all times during the Term of this Agreement, assume and retain an obligation to promptly and without de- lay update and correct all information and documents provided to the Consultant and provide the Consultant with copies of all press releases, public statements, filings, and all other disclosures that it makes so as to ensure that the Consultant does not use or employ any information regard- ing the Company that is inaccurate or incomplete in any material respect. The obligations im- posed on the Company under this Section 7 are to be broadly construed.


4.

Company Documentation/Information. The Company agrees that it shall, at all times during the Term of this Agreement, assume full responsibility to provide the Consultant with accurate and complete Company Documents and information regarding the Company and its affairs, prospects and plans, to the extent necessary for the Consultant to provide its Services under Sec- tion 2 above.


5.

Matter of Confidentiality and Proprietary Information. It is understood and agreed that, in the course of providing the Services hereunder and through the activities contemplated by this Agreement, the Consultant on behalf of itself and on behalf of all of the Consultants employees and agents, agrees to keep and hold, and to cause its employees and agents to keep and to hold any and all information, in whatever form, provided by the Company not otherwise previously made public by the Company in trust and confidence for the benefit of the Company, and to not use any such information for any purpose during or after the Term of this Agreement, or its earli- er expiration, other than in furtherance of the Consultant performing its duties hereunder. Upon request of the Company, the Consultant shall promptly return, and shall cause its employees and agents to promptly return to the Company all printed information provided by the Company in whatever form, including e-mail correspondence, and in addition, notes in whatever form made by the Consultant, its employees, and agents concerning the Company, and not retain any copies thereof.


6.



5 of 9

CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC

 

Initials

E W

Initials


Indemnification. Each of the Parties hereto agrees to indemnify and hold harmless the other Party and its officers, directors, employees, agents, affiliates and equity owners from and against any and all claims, demands, actions, suits, proceedings, losses, damages (including reasonable attorneys fees and costs) arising out of or relating to any breach by either Party of any of the terms and conditions of this Agreement or of any breach of their respective representations and warranties, and in the case of the Consultant, as a result of its gross negligence or intentional misconduct in disseminating information regarding the Company or otherwise in its provision of services to the Company under this Agreement.



7.

Independent Contractor Status.


7.1

The Consultant agrees and acknowledges that in performing the Services pursuant to this Agreement, the Consultant shall be acting as an independent contractor with respect to the Com- pany, and not as an employee, agent, partner or joint venturer of the Company. The Consultant, in its capacity as a hired consultant, shall be free to accept other assignments and undertake other activities on its own account or for the accounts of third parties, provided that such assignments or activities: (i) do not violate this Agreement or any other agreement between the Consultant and the Company; and (ii) do not compete directly or otherwise interfere directly with the busi- ness of the Company. The Consultant and the Company hereby acknowledge and agree that noth- ing in this Agreement constitutes a hiring or employment agreement. In no event shall Consultant have any power or authority to bind the Company in any manner. No form of joint venture, part- nership, or similar relationship between the Parties is intended or hereby created as a result of the entry into or performance by the Parties of this Agreement.


7.2

The Consultant shall bear sole responsibility for payment on behalf of itself of any federal, state or local income or employment tax or withholding, unemployment insurance, workers compensation insurance or liability insurance. The Consultant agrees to indemnify and hold the Company harmless with respect to all such payments claimed or assessed by any taxing authori- ty, including reasonable attorneys fees. The Consultant shall not be eligible to participate in any employee benefit plan or program of the Company, and the Consultant understands and agrees that the Consultant is not eligible for, and the Consultant hereby waives any claim to, wages, compensation incentives, health coverage or any other benefits provided to employees of the Company.


7.3

If at any time the Consultants status as an independent contractor is challenged, the Consul- tant agrees to give the Company immediate notice thereof and to cooperate fully with the Com- pany in defending such challenge, if so requested.


8.

Miscellaneous.


8.1



6 of 9

CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC

 

Initials

E W

Initials


Relationship of Parties. This Agreement does not establish any partnership, joint venture, or other business entity or association between the


Parties and neither Party is intended to have any interest in the business or property of the other (other than in the case of the Consultant, becoming a shareholder in the Company).


8.2

Assignment. This Agreement and the rights and obligations of the Parties hereunder may not be assigned by either Party in whole or in part without the express prior written consent of the other Party hereto, which consent may be withheld without any liability to such Party, its offi- cers, directors, employees, agents, affiliates and equity owners.


8.3

Successors and Assigns. The provisions of this Agreement shall be deemed to obligate, ex- tend to and inure to the benefit of the successors of each of the Parties to this Agreement, if any, and permitted assigns, if any.


8.4

Survival of Representations, Warranties. Notwithstanding the termination of this Agree- ment, the representations and warranties of each of the Parties with respect to confidentiality matters under Section 9 and the indemnity provisions under Section 10 hereof shall survive the termination of this Agreement.


8.5

Waiver of Breach. The waiver by either Party of a breach of any provision of this Agree- ment by the other party shall not operate or be construed as a waiver of any subsequent breach by the other Party.


8.6

Notices. Any notice required or desired to be given under this Agreement or pursuant hereto shall be in writing and shall be deemed given and shall be effective upon actual receipt if deliv- ered by hand, or sent by certified or registered U.S. mail, postage prepaid, and return receipt re- quested, or by prepaid overnight express service, or via telecopier.


8.7

Entire Agreement; Execution in Counterparts. This Agreement contains the entire agreement of the Parties hereto as to the subject matter hereof and may be modified or changed only by an agreement in writing signed by the Party against whom enforcement of any modification or change is sought. If any provision of this Agreement is declared void, such provision shall be deemed severed by this Agreement, which shall otherwise remain in full force and effect. This Agreement may be executed in counterparts.


8.8

Title and Headings. Titles and headings to Sections and sub-paragraphs are for convenience of reference only and are not intended to effect the meaning or interpretation of this Agreement.


8.9

Expenses. Each of the Parties hereto agrees to bear its own costs, attorneys fees and related expenses associated with the negotiation of this Agreement.


8.10



7 of 9

CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC

 

Initials

E W

Initials


Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and con- strued solely in accordance with the laws of the State of New York, without giving effect to its conflict or choice of law principles. Jurisdiction and venue for any action and/or proceeding re- lating to or arising out of this Agreement shall be solely in the federal and/or state courts located in New York County, New York.


8.11

Term of this Agreement, the Company shall not circumvent or attempt to circumvent the Consultant and enter into any agreement or arrangement with any investor or source of capital or media contact made known to the Company by the Consultant or whom the Company learned of, directly or indirectly, from the Consultant.















8 of 9

CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC

 

Initials

E W

Initials


IN WITNESS WHEREOF, the Parties have executed this Consulting Advisory Services Agree- ment as of the date first set forth above.


THE COMPANY:


Nutrafuels, Inc.




By:

 Edgar Ward



Name:

Edgar Ward


Title:

President/CEO



THE CONSULTANT:


Osprey Capital Advisors, LLC


By:

 



Name:

Terence M. Taylor, Sr.


Title:

President



9 of 9

CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC

 

Initials

E W

Initials




v3.3.1.900
Document and Entity Information
9 Months Ended
Sep. 30, 2015
shares
Document and Entity Information:  
Entity Registrant Name NUTRAFUELS INC
Document Type 10-Q
Document Period End Date Sep. 30, 2015
Amendment Flag false
Entity Central Index Key 0001563463
Current Fiscal Year End Date --12-31
Entity Common Stock, Shares Outstanding 22,917,114
Entity Filer Category Smaller Reporting Company
Entity Current Reporting Status No
Entity Voluntary Filers No
Entity Well-known Seasoned Issuer No
Document Fiscal Year Focus 2015
Document Fiscal Period Focus Q3
Trading Symbol ntfl


v3.3.1.900
NutraFuels, Inc. - Condensed Balance Sheets - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Current Assets:    
Cash $ 21,886 $ 25,053
Accounts receivable, net 33,162 1,679
Inventory, net 112,292 70,000
Prepaid expenses 1,828,689 0
TOTAL CURRENT ASSETS 1,996,029 96,732
Property, Plant and Equipment, net [1] 240,509 248,963
Total Assets 2,236,538 345,965
Current Liabilities:    
Accounts payable 41,194 34,010
Accrued liabilities 351,276 236,280
Convertible debt [2] 791,411 617,840
Convertible debt, related party 210,000 210,000
Notes payable [3] 55,000 46,894
Notes payable, related party 462,500 150,000
Derivative Liability 275,000  
Liability of stock to be issued 107,900  
Total Current Liabilities 2,294,281 $ 1,295,024
Long Term Liabilities    
Convertible Debt [2],[4] 63,184
Total Long Term Liabilities 63,184  
Total Liabilities $ 2,357,465 $ 1,295,024
Shareholders' Deficit    
Preferred stock [5]
Common stock [6] $ 2,292 $ 2,228
Additional paid-in capital 6,516,483 3,904,936
Accumulated Deficit (6,639,702) (4,856,493)
TOTAL SHAREHOLDERS' DEFICIT (120,927) (949,329)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 2,236,538 $ 345,695
[1] net of accumulated depreciation of $139,862 and $98,534, respectively.
[2] net of discount of $83,590 and $162,160
[3] net of discount of $0 and $8,106
[4] net of discount of of $211,816 and $0
[5] $0.0001 par value; Authorized 10,000; issued and outstanding 1,000 and 1,000, respectively.
[6] $0.0001 par value; Authorized 499,990,000; issued and outstanding 22,917,114 and 22,282,114, respectively.


v3.3.1.900
Statement of Financial Position - Parenthetical - $ / shares
Sep. 30, 2015
Dec. 31, 2014
Statement of Financial Position    
Preferred Stock, Par Value $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized 10,000 10,000
Preferred Stock, Shares Issued 1,000 1,000
Preferred Stock, Shares Outstanding 1,000 1,000
Common Stock, Par Value $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 499,990,000 499,990,000
Common Stock, Shares Issued 22,917,114 22,282,114
Common Stock, Shares Outstanding 22,917,114 22,282,114


v3.3.1.900
NutraFuels, Inc. - Condensed Statements of Operations - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Statement        
Revenue $ 47,018 $ 5,337 $ 123,328 $ 53,247
Cost of revenues 36,761 88,332 105,705 144,098
Gross Profit (loss) 10,257 (82,995) 17,623 (90,851)
Operating Expenses:        
Advertising and promotion 15,720 72,612 197,016 263,859
Administrative salaries 98,403 48,500 186,344 132,500
General and administrative 575,379 180,022 1,031,426 542,144
Depreciation expense 14,479 13,135 41,327 39,307
TOTAL OPERATING EXPENSES 703,981 314,269 1,456,113 977,810
Other Income (Expense):        
Income from indebtedness       7,956
Interest Income   1   15
Interest Expense (86,380) (102,621) (344,718) (256,641)
Loss Before Income Taxes $ (780,104) $ (499,884) $ (1,783,208) $ (1,317,331)
Income taxes
Net Loss $ (780,104) $ (499,884) $ (1,783,208) $ (1,317,331)
Net loss per common share- basic and diluted $ (0.03) $ (0.02) $ (0.08) $ (0.06)
Weighted average common shares outstanding- basic and diluted 22,917,714 21,857,865 22,644,210 21,593,151


v3.3.1.900
NutraFuels, Inc. - Condensed Statements of Cash Flows - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Operating Activities:            
Net Loss $ (780,104) $ (499,884) $ (1,783,208) $ (1,317,331) $ (1,783,208) $ (1,317,331)
Adjustments to reconcile net loss to net cash used in operations:            
Stock Compensation     615,822 29,314    
Depreciation     41,327 39,307    
Amortization of Debt Discount     244,861 191,427    
Reclassification of down payment for equipment       (22,400)    
Income from indebtedness       (7,956)   7,956
Changes in operating assets and liabilities:            
Accounts receivable, increase decrease     (31,483) (2,435)    
Subscription receivable, increase decrease       25,000    
Inventory, increase decrease     (42,292) 810    
Accrued expenses, increase decrease     114,996 62,787    
Accounts payable, increase decrease     7,185 (74,999)    
Net Cash Used In Operating Activities     (832,792) (1,076,476)    
Investing Activities:            
Purchase of fixed assets     (32,875) (4,724)    
Net cash used in Investing Activities     (32,875) (4,724)    
Financing Activities:            
Common stock issued for cash     180,000 650,000    
Proceeds from issuance of debt     370,000 420,000    
Proceeds from issuance of debt- related party     312,500      
Repayments of debt- related party       (25,000)    
Net Cash Provided by Financing Activities     862,500 1,045,000    
Net Cash decrease for the Period     (3,167) 36,200    
Cash, beginning of period $ 21,886 $ 27,055 25,053 63,255 $ 25,053 $ 63,255
Cash, end of period     $ 21,886 $ 27,055    
Supplemental Disclosure of Cash Flow Information:            
Income taxes
Interest        
Noncash investing and financing activities:            
Debt discount from beneficial conversion feature     $ 370,000 $ 43,822    
Shares issued for the issuance of debt       52,778    
Warrants issued for the issuance of debt       $ 290,000    


v3.3.1.900
Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2015
Notes  
Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies

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

 

Description of Business

 

NutraFuels, Inc. (“We”, or the “Company”) is the producer and distributor 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 accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the accompanying unaudited financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.

 

Certain reclassifications have been made to the comparative period condensed financial statements in order to conform to the current period classifications. 



v3.3.1.900
Note 2 - Going Concern
9 Months Ended
Sep. 30, 2015
Notes  
Note 2 - Going Concern

NOTE 2 – GOING CONCERN

 

These accompanying condensed financial statements have been prepared assuming that we will continue as a going concern.  As shown in the accompanying condensed financial statements, we have sustained losses from inception, including a net loss of approximately $1,800,000 for the nine month period ended September 30, 2015, and we have working capital and accumulated deficits that raise substantial doubt about our ability to continue as a going concern.  In response to these conditions, we seek to raise additional capital through the sale of debt or equity securities, or through borrowings from financial institutions or individuals. The condensed financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.



v3.3.1.900
Note 3 - Convertible Debt & Notes Payable
9 Months Ended
Sep. 30, 2015
Notes  
Note 3 - Convertible Debt & Notes Payable

NOTE 3 – CONVERTIBLE DEBT & NOTES PAYABLE

In February 2015, we sold 25,000 units to an investor in exchange for $25,000.  The 25,000 units consist of: (i) 25,000 shares of our common stock; (ii) 2-year options to purchase 25,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $25,000. The note is non-interest bearing and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion.   

 

The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein.  The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount. 

 

The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows:

 

 

 

 

 

 

 

Residual value of shares

 

 

 

$         0

Residual fair value of options

 

 

 

$         0

Fair value of BCF (derivative)

 

 

 

$ 25,000

 

The note was recorded net of a full discount in the amount of $25,000, which is being amortized over the initial term of the note.  At September 30, 2015, the unamortized balance of the debt discount is $17,295.

In April 2015, we sold 250,000 units to an investor in exchange for $250,000.  The 250,000 units consist of: (i) 250,000 shares of our common stock; (ii) 2-year options to purchase 250,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $250,000. The note bears 10% interest and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion.   

 

The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein.  The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount. 

 

The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows:

 

 

 

 

 

 

 

Residual value of shares

 

 

 

$          0

Residual fair value of options

 

 

 

$          0

Fair value of BCF (derivative)

 

 

 

$ 250,000

 

The note was recorded net of a full discount in the amount of $250,000, which is being amortized over the initial term of the note.  As of September 30, 2015, the unamortized balance of the debt discount is $194,521.

In August 2015, we entered into convertible promissory notes with four individual investors for a total amount of $95,000.  The notes are interest bearing at a fixed rate of ten percent (10%) and are convertible into shares at $0.10 per share.

The notes were recorded net of a full discount in the amount of $95,000, which is being amortized over the initial term of the note. Each note has a term of one (1) year. At September 30, 2015, the unamortized balance of the debt discount for the four (4) promissory notes total $83,590.

In August 2015, we extended the maturity of our $100,000 promissory note to August 26, 2016.

 

During the third quarter of 2015, we received $50,000 in net proceeds from related party loans.

 

Scheduled Debt Principal Maturities

Scheduled principal maturities for debt issuances at September 30, 2015 is as follows:

 

 

Year ended December 31, 2015

 $            210,000

Year ended December 31, 2016

               930,000

Year ended December 31, 2017

               275,000

Total

           1,415,000

Less Unamortized Debt Discount

             (295,406)

Plus General Operating Loans

               462,500

Balance as of September 30, 2015

 $        1,582,094



v3.3.1.900
Note 4 - Shareholders' Equity
9 Months Ended
Sep. 30, 2015
Notes  
Note 4 - Shareholders' Equity

NOTE 4 – SHAREHOLDERS’ EQUITY

 

During February 2015, we issued 25,000 shares of our common stock and warrants to purchase 25,000 shares of our common stock in connection with the sale of 25,000 units. (see Note 3).

 

During March 2015, we issued 60,000 shares of our common stock for consulting services rendered to us.  We valued these shares at $1.94 per share, the closing stock price on the date of issuance.

 

During April 2015, we issued 100,000 shares of our common stock for consulting services rendered to us. We value these shares at $0.51 per share, the closing stock price on the date of issuance.

 

During April 2015, we issued 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units (see Note 3).

 

During June 2015, we issued 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units.

 

During August 2015, we received $40,000 in exchange for 400,000 shares of our common stock and warrants to purchase 400,000 shares of our common stock in connection with the sale of 400,000 units. The 400,000 shares were issued in October 2015 and the $40,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet.

 

During September 2015, we received $30,000 in exchange for 300,000 shares of our common stock and warrants to purchase 300,000 shares of our common stock in connection with the sale of 300,000 units. The 300,000 shares were issued in October 2015 and the $30,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet.

 

On July 18, 2015, we entered into a consulting agreement with WT Consulting Group, LLC. For consulting services rendered, we will pay a $2,000 per month retainer for services as well as 25,000 restricted shares per month. The above compensation for consulting services under this agreement will begin July 18, 2015.

 

In July 2015, we entered into an amendment to our agreement with Sullivan Media Group, Inc., a Nevada Corporation (“SMG”). In connection with the amendment, we agree to issue warrants to acquire approximately 4,500,000 shares of our common stock, which were issued in August 2015.

 

In connection to the above agreement we recorded a prepaid expense of $2,239,211. Based on the services rendered from November 1, 2014 to September 30, 2015 we recognized stock compensation expense of $410,522. The prepaid expense balance as of September 30, 2015 is $1,828,689. 

 

We determined the fair value of the warrants using a Black Scholes option pricing model with the following inputs:

 

Risk-free interest rate

 

 

73

%

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 risk free interest rate was determined as of September 30, 2015 through the Federal Reserve System historical data of daily interest rates.

 

On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered on a deal by deal basis. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued.

 

On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemded fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued.



v3.3.1.900
Note 5 - Commitments & Contingencies
9 Months Ended
Sep. 30, 2015
Notes  
Note 5 - Commitments & Contingencies

NOTE 5 – 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 were required to pay a royalty fee to Nutra Evolution of 12.5% of net sales. The agreement provided 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 had the option to extend the license for three (3) consecutive three (3) year terms.

 

The agreement originally required us 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.  Subsequent to March 31 2015, we terminated the license agreement and no longer are obligated to pay the minimum royalties.

 

In late April 2014, we entered into an agreement with Sullivan Media Group, a Nevada corporation, to conduct market research in promotion of our NutraFuels brand. 

 

Through the second quarter of 2015 we have paid Sullivan Media Group a total of $155,000 to begin Phase 2 of our agreement, which will finalize the rebranding, repackaging, and re-launch of our NutraFuels product line.

 

In February 2015, we entered into an agreement with GenCap Securities, LLC (“GenCap”), to serve as our exclusive placement agent, on a best efforts basis, in connection with a proposed securities offering of up to $10,000,000.  The agreement terminates upon the earlier of: (i) 90 days after execution, or (ii) consummation of an offering. After 90 days, this agreement may be terminated by either party upon 15 days notice.

 

We are obligated to pay to GenCap: (i) a monthly retainer fee in the amount of $15,000, payable upon a financing facilitated by GenCap; and (ii) a placement fee ranging from 5.5% to 12.0% of the funds raised, based on the type of security sold.

 

To date, GenCap has not secured funding for us, and no payments have been made. 

 

On April 14, 2015, we entered into a consulting agreement with Benchmark Advisory Partners, LLC. In consideration for future consulting services, we agreed to pay a fixed fee of three hundred thousand restricted shares of our stock, payable in one hundred thousand share installments on April 14, 2015, June 14, 2015, and August 14, 2015. We paid the initial installment. The agreement was terminated in June 2015.

 

On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015.

 

On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.

 

On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015.



v3.3.1.900
Note 6 - Subsequent Events
9 Months Ended
Sep. 30, 2015
Notes  
Note 6 - Subsequent Events

NOTE 6 – SUBSEQUENT EVENTS

 

On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand restricted common shares were issued to Peter Cianci on October 1, 2015.

 

On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.

 

On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015.

 

On October 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.

 

On October 19, 2015, we received $50,000 in exchange for 500,000 shares of our common stock and warrants to purchase 500,000 shares of our common stock in connection with the sale of 500,000 units.

 

On October 22, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.

 

On October 22, 2015, we received $10,200 in exchange for 102,000 shares of our common stock and warrants to purchase 102,000 shares of our common stock in connection with the sale of 102,000 units.

 

On October 22, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.

 

On November 2, 2015, we entered into stock warrant purchase agreement for 50,000 shares.

 

On November 2, 2015, we entered into stock warrant purchase agreement for 10,000 shares.

 

On November 2, 2015, we entered into stock warrant purchase agreement for 5,000 shares.

 

On November 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.

 

On November 17, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.

 

On November 17, 2015, we entered into a cashless stock warrant purchase agreement for 15,000 shares.

 

On November 17, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.

 

On November 25, 2015, we received $20,000 in exchange for 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units.

 

On November 19, 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units.

 

On December 7, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.

 

On December 10, 2015, we received $15,000 in exchange for 150,000 shares of our common stock and warrants to purchase 150,000 shares of our common stock in connection with the sale of 150,000 units.

 

During December 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units.



v3.3.1.900
Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies: Basis of Presentation (Policies)
9 Months Ended
Sep. 30, 2015
Policies  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the accompanying unaudited financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.

 

Certain reclassifications have been made to the comparative period condensed financial statements in order to conform to the current period classifications. 



v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Fair Value Warrants Table Text Block (Tables)
9 Months Ended
Sep. 30, 2015
Tables/Schedules  
Schedule of Fair Value Warrants Table Text Block

 

 

 

 

 

 

 

Residual value of shares

 

 

 

$         0

Residual fair value of options

 

 

 

$         0

Fair value of BCF (derivative)

 

 

 

$ 25,000



v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Shares and Options Issued Table Text Block (Tables)
9 Months Ended
Sep. 30, 2015
Tables/Schedules  
Schedule of Shares and Options Issued Table Text Block

 

 

 

 

 

 

 

Residual value of shares

 

 

 

$          0

Residual fair value of options

 

 

 

$          0

Fair value of BCF (derivative)

 

 

 

$ 250,000



v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Principal Maturities Table Text Block (Tables)
9 Months Ended
Sep. 30, 2015
Tables/Schedules  
Schedule of Principal Maturities Table Text Block

 

Year ended December 31, 2015

 $            210,000

Year ended December 31, 2016

               930,000

Year ended December 31, 2017

               275,000

Total

           1,415,000

Less Unamortized Debt Discount

             (295,406)

Plus General Operating Loans

               462,500

Balance as of September 30, 2015

 $        1,582,094



v3.3.1.900
Note 4 - Shareholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)
9 Months Ended
Sep. 30, 2015
Tables/Schedules  
Schedule of Stockholders' Equity Note, Warrants or Rights

 

Risk-free interest rate

 

 

73

%

Dividend yield

 

 

-

%

Volatility factor

 

 

145

%

Expected life (years)

 

 

 2

 

 

 

 

 

 



v3.3.1.900
Note 2 - Going Concern (Details)
9 Months Ended
Sep. 30, 2015
USD ($)
Details  
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 1,800,000


v3.3.1.900
Note 3 - Convertible Debt & Notes Payable (Details) - USD ($)
9 Months Ended
Sep. 30, 2015
Aug. 26, 2016
Aug. 31, 2015
Apr. 30, 2015
Feb. 28, 2015
Details          
Convertible Notes Payable   $ 100,000 $ 95,000 $ 250,000 $ 25,000
Debt Instrument, Unamortized Discount (Premium), Net $ 17,295        
Short-term Debt, Percentage Bearing Fixed Interest Rate 73.00%   10.00%    
Sale of Stock, Price Per Share     $ 0.10    
Proceeds from Loans $ 50,000        


v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Fair Value Warrants Table Text Block (Details) - NotesCommonStockAndWarrantsMember
9 Months Ended
Sep. 30, 2015
USD ($)
Relative Fair Value of Shares $ 0
Residual Value of Warrants 0
Fair Value of Conversion Feature $ 25,000


v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Shares and Options Issued Table Text Block (Details) - Shares and Options Issued
9 Months Ended
Sep. 30, 2015
USD ($)
Relative Fair Value of Shares $ 0
Residual Value of Warrants 0
Fair Value of Conversion Feature $ 250,000


v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Principal Maturities Table Text Block (Details) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Convertible Debt [1],[2] $ 63,184
Debt Instrument, Unamortized Discount (295,406)  
Other Loans Payable 462,500  
2015 (6 Months)    
Convertible Debt 210,000  
2016    
Convertible Debt 930,000  
2017    
Convertible Debt 275,000  
Total    
Convertible Debt 1,415,000  
Balance, June 30, 2015    
Convertible Debt $ 1,582,094  
[1] net of discount of $83,590 and $162,160
[2] net of discount of of $211,816 and $0


v3.3.1.900
Note 4 - Shareholders' Equity (Details) - USD ($)
1 Months Ended 11 Months Ended
Aug. 31, 2015
Jun. 30, 2015
Apr. 30, 2015
Mar. 31, 2015
Sep. 30, 2015
Jul. 18, 2015
Mar. 30, 2015
Feb. 28, 2015
Dec. 31, 2014
Common Stock, Shares Issued         22,917,114       22,282,114
Common Stock, Par Value         $ 0.0001       $ 0.0001
Retainage Deposit           $ 2,000      
Prepaid Expense, Current         $ 2,239,211        
Share-based Compensation         $ 410,522        
February 2015                  
Common Stock, Shares Issued               25,000  
March 2015                  
Shares issued for services, Shares       60,000          
Common Stock, Par Value             $ 1.94    
April 2015                  
Shares issued for services, Shares     100,000            
Common Stock, Par Value     $ 0.51            
April 2015 (2)                  
Shares issued for services, Shares     250,000            
June 2015                  
Shares issued for services, Shares   200,000              
August 2015                  
Shares issued for services, Shares 400,000                
September 2015                  
Shares issued for services, Shares 300,000                


v3.3.1.900
Note 4 - Shareholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Details)
9 Months Ended
Sep. 30, 2015
Aug. 31, 2015
Details    
Short-term Debt, Percentage Bearing Fixed Interest Rate 73.00% 10.00%
Fair Value Assumptions, Expected Volatility Rate 145.00%  
Expected Life 2  


v3.3.1.900
Note 5 - Commitments & Contingencies (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Feb. 28, 2015
Jan. 31, 2014
Sep. 30, 2015
Jun. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Jul. 18, 2015
License Costs   $ 85,000              
Advertising and promotion     $ 15,720   $ 72,612 $ 197,016 $ 263,859    
Retainage Deposit                 $ 2,000
First Contract Year                  
Payments for Royalties               $ 400,000  
Second Contract Year                  
Payments for Royalties               750,000  
Each Contract Year Thereafter                  
Payments for Royalties               $ 1,000,000  
Sullivan Media Group                  
Advertising and promotion       $ 155,000          
GenCap                  
Noninterest Expense Offering Cost $ 10,000,000                
Retainage Deposit $ 15,000                
Placement Fee 12.00%                


v3.3.1.900
Note 6 - Subsequent Events (Details) - USD ($)
Dec. 15, 2015
Dec. 10, 2015
Dec. 07, 2015
Nov. 25, 2015
Nov. 19, 2015
Nov. 17, 2015
Nov. 13, 2015
Nov. 02, 2015
Oct. 22, 2015
Oct. 19, 2015
Oct. 13, 2015
Oct. 01, 2015
Sep. 30, 2015
Dec. 31, 2014
Cash                         $ 21,886 $ 25,053
Osprey Capital Advisors                            
Shares, Issued                       2,000,000    
Cash                       $ 50,000    
October 13, 2015                            
Shares, Issued                     100,000      
Cash                     $ 10,000      
Warrants Issued                     100,000      
October 19, 2015                            
Shares, Issued                   500,000        
Cash                   $ 50,000        
Warrants Issued                   500,000        
October 22, 2015                            
Shares, Issued                 100,000          
Cash                 $ 10,000          
Warrants Issued                 100,000          
October 22, 2015 (2)                            
Shares, Issued                 102,000          
Cash                 $ 10,200          
Warrants Issued                 102,000          
October 22, 2015 (3)                            
Shares, Issued                 50,000          
Cash                 $ 5,000          
Warrants Issued                 50,000          
November 2, 2015                            
Warrants Issued               50,000            
November 2, 2015 (2)                            
Warrants Issued               10,000            
November 2, 2015 (3)                            
Warrants Issued               5,000            
November 13, 2015                            
Shares, Issued             100,000              
Cash             $ 10,000              
Warrants Issued             100,000              
November 17, 2015                            
Shares, Issued           100,000                
Cash           $ 10,000                
Warrants Issued           100,000                
November 17, 2015 (2)                            
Warrants Issued           15,000                
November 17, 2015 (3)                            
Shares, Issued           50,000                
Cash           $ 5,000                
Warrants Issued           50,000                
November 25, 2015                            
Shares, Issued       200,000                    
Cash       $ 20,000                    
Warrants Issued       200,000                    
November 19, 2015                            
Shares, Issued         250,000                  
Cash         $ 25,000                  
Warrants Issued         250,000                  
December 7, 2015                            
Shares, Issued     50,000                      
Cash     $ 5,000                      
Warrants Issued     50,000                      
December 10, 2015                            
Shares, Issued   150,000                        
Cash   $ 15,000                        
Warrants Issued   150,000                        
December 2015                            
Shares, Issued 250,000                          
Cash $ 25,000                          
Warrants Issued 250,000                          
NutraLife Biosciences (CE) (USOTC:NLBS)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more NutraLife Biosciences (CE) Charts.
NutraLife Biosciences (CE) (USOTC:NLBS)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more NutraLife Biosciences (CE) Charts.