INERGETICS INC - FORM 10-Q - November 21, 2011

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EX-31.1 - EXHIBIT 31.1 - INERGETICS INC	v241145_ex31-1.htm
EXCEL - IDEA: XBRL DOCUMENT - INERGETICS INC	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - INERGETICS INC	v241145_ex32-1.htm
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EX-31.2 - EXHIBIT 31.2 - INERGETICS INC	v241145_ex31-2.htm

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 2011

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______ to _______

Commission file number 0-3338

INERGETICS, INC.

(Exact Name of Registrant as Specified in its Charter)

	Delaware	22-1558317
	(State or other Jurisdiction of	(IRS Employer
	Incorporation or Organization)	Identification No.)

205 Robin Road, Suite 222, Paramus, NJ 07652

(Address of Principal Executive Office) (Zip Code)

(908) 604-2500

(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 period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x 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 x 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. See the definitions 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 x

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

Yes ¨ No x

As of November 7, 2011, 23,756,893 shares of Common Stock, $0.001 par value.

INERGETICS, INC. AND SUBSIDIARY

INDEX

		Page
		Number

PART 1 - FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets - September 30, 2011 and December 31, 2010	3

	Condensed Consolidated Statements of Operations - Three and nine months ended September 30, 2011 and 2010	4

	Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2011 and 2010	5

	Notes to Condensed Consolidated Financial Statements	7 – 13

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3	Quantitative and Qualitative Disclosures about Market Risk	17

Item 4	Controls and Procedures	17

PART II - OTHER INFORMATION		19

Item 1	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3	Defaults Upon Senior Securities	19

Item 4	Removed and Reserved	19

Item 5	Other Information	19

Item 6	Exhibits	20

SIGNATURES		21

PART I - Item 1

INERGETICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

	September 30,			December 31,
	2011			2010
Assets
Current Assets:
Cash	$	501,220		$	1,089
Accounts receivable, net		23,315			1,245
Inventories, net		287,687			126,721
Prepaid expenses		124,619			254,234
Total Current Assets		936,841			383,289
Patents, net		5,662			6,094
Deposits		23,651			23,651
Total Assets	$	966,154		$	413,034
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	2,025,894		$	3,424,211
Obligations to be settled in stock		373,000			248,000
Customer Prepayments		59,976			17,798
Short-term debt, net of unamortized debt discount		1,004,347			5,337,712
Total Current Liabilities		3,463,217			9,027,721

Long-term debt		1,455,128			-
Total Liabilities		4,918,345			9,027,721

Commitment and Contingencies

Preferred stock, Convertible Series G, authorized 200,000, par value $1, stated value $50:116,685 shares issued and outstanding		5,414,565			-

Stockholders’ Deficit
Preferred stock, authorized 500,000, par value $1:
Convertible Series B, 65,141 shares issued and outstanding		130,282			130,282
Cumulative Series C, 64,763 shares issued and outstanding		64,763			64,763
Convertible Series D, 0 shares issued and outstanding		-			-
Convertible Series E, 0 shares issued and outstanding		-			-
Convertible Series F, 0 shares issued and outstanding		-			-
Common stock, par value $0.001; authorized 2,000,000,000 shares; issued and outstanding 23,756,893		23,757			23,757
Additional paid-in capital		63,432,590			61,968,508
Common stock subscribed		1,079,148			-
Accumulated Deficit		(74,097,296	)		(70,801,997	)
Total Stockholders’ Deficit		(3,952,191	)		(8,614,687	)

Total Liabilities and Stockholders’ Deficit	$	966,154		$	413,034

The accompanying notes are an integral part of the condensed consolidated financial statements.

INERGETICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010

Total Revenues	$	14,537		$	9,453		$	118,752		$	133,362
Cost of Goods Sold		8,496			5,372			64,282			78,803
		6,041			4,081			54,470			54,559

Research and development cost		12,006			8,395			29,454			23,761
Selling, general and administrative expenses		911,705			749,190			1,993,708			2,464,317
Total operating expenses		923,711			757,585			2,023,162			2,488,078

Loss from Operations		(917,670	)		(753,504	)		(1,968,692	)		(2,433,519	)

Other Income (Expense)
Gain incurred in connection with troubled debt restructuring, net		668,583			24,429			668,583			380,529
Loss on debt modification		(1,129,321	)		-			(1,129,321	)		-
Miscellaneous income (expense)		-			21,687			-			64,839
Amortization of debt discount		(48,717	)		(58,724	)		(190,937	)		(298,308	)
Interest expense		(204,241	)		(157,944	)		(674,932	)		(722,601	)
Financing expense		-			(24,538	)		-			(3,407,170	)
Total Other Income (Expense)		(713,696	)		(195,090	)		(1,326,607	)		(3,982,711	)
Loss before Provision for Income taxes		(1,631,366	)		(948,594	)		(3,295,299	)		(6,416,230	)

Provision for Income Taxes		-			-			-			-
Net loss.		(1,631,366	)		(948,594	)		(3,295,299	)		(6,416,230	)
Preferred Dividend		(46,500	)		-			(46,500	)		-

Net Loss applicable to common shareholders	$	(1,677,866	)	$	(948,594	)	$	(3,341,799	)	$	(6,416,230	)

Net Loss per Common Share Basic and Diluted	$	(0.07	)	$	(0.04	)	$	(0.14	)	$	(0.44	)

Weighted Average Number of Common Shares Outstanding – Basic And Diluted		23,756,893			23,703,246			23,756,893			14,497,291

The accompanying notes are an integral part of the condensed consolidated financial statements.

INERGETICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2011			2010
Cash Flows from Operating Activities
Net Loss	$	(3,295,299	)	$	(6,416,230	)
Adjustments to Reconcile Net Loss to Net Cash used in Operations
Extinguishment of debt		(668,583	)		(380,529	)
Debt modification		1,129,321			-
Depreciation and amortization		432			1,172
Adjustment to inventory reserve		-			(48,385	)
Amortization of debt discount		190,937			298,308
Loss on disposal of equipment		-			3,700
Securities issued for professional services		-			136,068
Equity securities for professional services		175,000			487,833
Equity securities issued for interest and financing expense		-			3,322,677

Changes in Assets and Liabilities
Accounts receivable		(22,070	)		(10,257	)
Inventories		(160,966	)		(11,760	)
Prepaid contract sales		-			166,667
Prepaid expenses		129,615			153,876
Deposits		-			(5,299	)
Customer prepayments		42,178			31,000
Liability for stock to be issued		25,000			(183,350	)
Accounts payable and accrued expenses		534,566			594,104
Net Cash Used in Operating Activities		(1,919,869	)		(1,860,405	)

Net Cash Used in Investing Activities		-			-

Cash Flows from Financing Activities
Proceeds from loans and notes payable		1,500,000			2,107,500
Proceeds from Preferred stock		950,000			-
Repayment of loans and notes payable		(30,000	)		(119,000	)
Unit Note Subscriptions receivable		-			40,000
Net Cash Provided by Financing Activities		2,420,000			2,028,500

Net Increase (Decrease) in Cash		500,131			168,095
Cash at beginning of period		1,089			2,370
Cash at end of period	$	501,220		$	170,465

Supplemental Disclosure of Cash Flow information:
Cash paid during the period for:
Interest Expense	$	15,671		$	10,250
Income Taxes	$	-		$	-

	For the Nine Months Ended September 30,
	2011		2010

Schedule of non-cash investing and financing activities:

Preferred stock – Series G issued for conversion of debt and interest 96,755 shares	$	4,418,065	$	-

Stock issued in conjunction with Notes Payable “Debt Discount” 1,781,063 shares	$	-	$	2,308,091

Shares issued for conversion of convertible debt, 2,140,905 shares	$	-	$	1,707,125

The accompanying notes are an integral part of the condensed consolidated financial statements.

INERGETICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

On March 15, 2010 the Company changed its name to Inergetics, Inc. Inergetics, Inc. (the Company or "Inergetics"), formerly Millennium Biotechnologies Group, Inc., is a holding company for its subsidiary Millennium Biotechnologies, Inc. ("Millennium").

Millennium was incorporated in the State of Delaware on November 9, 2000 and is located in New Jersey. Millennium is a research based bio-nutraceutical corporation involved in the field of nutritional science. Millennium’s principal source of revenue is from sales of its nutraceutical supplements, Resurgex Select® and Resurgex Essential™ and Resurgex Essential Plus™ which serve as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. Millennium also sells Surgex, a sports nutritional supplement.

The accompanying unaudited condensed consolidated financial statements include the accounts of Inergetics, Inc. and its subsidiary. These condensed consolidated financial statements have been prepared in accordance with accounting principals generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principals for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. It is suggested that these condensed consolidated financial statements be read in conjunction with the December 31, 2010 audited financial statements and the accompanying notes thereto filed with the Securities and Exchange Commission on Form 10-K.

In January 2011 The Board of Directors approved a reverse split of 1 for 80. The financial statements have retroactively restated common shares to the earliest presentation reported along with the earnings per share calculation. The reverse split was approved by FINRA and was effective July 15, 2011.

Principles of Consolidation

The Company’s operations presently consist almost exclusively of the operations of Millennium. The condensed consolidated financial statements include the accounts of the Company and its subsidiary. All significant inter-company transactions and balances have been eliminated.

Use of Estimates

The preparation of the financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

INERGETICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Patents

Patents are capitalized and amortized over 240 months. Amortization expense was $432 and $144 for the nine and three months ended September 30, 2011 and 2010, respectively.

Revenue Recognition

Revenue is recognized net of discounts, rebates, promotional adjustments, price adjustments and estimated returns and upon transfer of title and risk to the customer which occurs at shipping (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonably assured as the majority of sales are paid for prior to shipping.

Stock-Based Awards

Stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). Compensation expense is recognized based on the estimated grant date fair value method using the Black-Scholes valuation model. The Company did not issue any stock options during the year ended December 31, 2010 and the period ended September 30, 2011.

Income Taxes

The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in the Company’s income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the nine months ended September 30, 2011, and 2010.

INERGETICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Loss Per Common Share

Net loss per share, in accordance with the provisions of ASC 260, “Earnings Per Share” is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. During a loss period, the effect of the potential exercise of stock options, warrants, convertible preferred stock and convertible debt are not considered in the diluted income (loss) per share calculation since the effect would be anti-dilutive. The results of operations were a net loss for the nine and three months ended September 30, 2011 and 2010, therefore the basic and diluted weighted average common shares outstanding were the same.

Fair Value of Financial Instruments

For financial instruments including cash, accounts receivable and prepaid expenses, short-term debt, accounts payable and accrued expenses, the carrying values approximate the fair value because of the nature of these accounts and their short-term maturities.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

2. GOING CONCERN

The Company’s future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing. Management believes they can raise the appropriate funds needed to support their business plan and develop an operating company which is cash flow positive.

However, the Company has working capital deficits, significant debt outstanding, incurred substantial net losses for the nine months ended September 30, 2011 and 2010 and has accumulated a deficit of approximately $74 million at September 30, 2011. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

INERGETICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. CONCENTRATIONS OF BUSINESS AND CREDIT RISK

The Company maintains cash balances in several financial institutions which are insured by the Federal Deposit Insurance Corporation up to certain federal limitations.

The Company provides credit in the normal course of business to customers located throughout the U. S. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information.

4. INVENTORIES

Inventories consist of work-in-process and finished goods for the Company’s product lines. Cost-of-goods sold are calculated using the average costing method. Inventories consist of the following:

	September 30,			December 31,
	2011			2010
Finished Goods	$	280,710		$	89,759
Raw Materials		-			19,415
Packaging		14,057			24,627
		294,767			133,801
Less: Reserve for losses		(7,080	)		(7,080	)
Total	$	287,687		$	126,721

INERGETICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	September 30,		December 31,
	2011		2010
Accounts payable	$	940,079	$	1,397,161
Accrued interest		282,675		1,100,044
Accrued rent expense		135,874		138,711
Accrued salaries, bonuses and payroll taxes		513,254		528,314
Loan from officer		-		165,882
Accrued professional fees		154,012		94,099

	$	2,025,894	$	3,424,211

6. DEBT

Gain on Troubled Debt Restructuring

The Company entered into restructuring agreements with various accredited investors. Due to the Company’s inability to repay debt the debtholders chose to grant concessions to the Company. In accordance with ASC 470 “Debt” the Company treated the following transactions as troubled debt restructuring.

At December 31, 2010, the Company had Unit Notes issued to accredited investors with an outstanding balance of $3,350,309, which were in default and due on demand. In September 2011, the Company reached an agreement with the investors to convert this debt into Series G Preferred in full settlement of the note plus interest. The Series G preferred are convertible into 250 shares of common stock. At the dates of conversion the debt payable and accrued interest was $3,990,843 less debt discount of $228,190 totaling $3,762,653. At conversion $2,243,481 was held by a related party Investor Group and converted into 44,880 shares of Series G preferred valued at $2,099,835. The value of the debt in excess of Series G preferred of $143,646 was recorded in additional paid in capital on the Company Balance Sheet. The remaining debt and accrued interest of $1,519,170, net debt discount, was converted into 24,300 shares of Series G preferred valued at $1,136,918 which exceeded the fair market value by $382,254. Also the Company allocated restructuring charges of $167,964, which represents the pro-rata share of the $360,000 consulting fee due to the Investor Group for Unit Notes. The difference resulted in a gain on troubled debt restructuring of $214,068 has been included in the Statement of Operations in 2011. The gain incurred with debt restructuring approximates $0.01 per share.

At December 31, 2010, the Company had Unsecured Notes issued to accredited investors with an outstanding balance of $699,930, which were in default and due on demand. In September 2011, the Company reached an agreement with the investors to convert the debt into common stock in full settlement of the notes plus interest. At the dates of conversion, the debt payable and accrued interest was $1,174,446. At conversion $53,994 was held by the Investor Group and converted into 269,970 shares of common stock valued at $53,994, resulting in no gain on conversion. The remaining debt and accrued interest of $1,120,452, was converted into 3,325,728 shares of common stock valued at $665,146. The Company allocated restructuring costs of $49,429, which represents the pro-rata share of the $360,000 consulting fee due to the Investor Group. As of September 30, 2011 the gain on troubled debt restructuring of $405,877 has been included in the Statement of Operations in 2011,which represents approximately $0.02 per share.

INERGETICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DEBT, Continued

During 2011, the Company had Bridge Notes issued to a member of the Investor Group, an accredited investor, with an outstanding balance of $1,050,000, which were due on demand. In July 2011, the Company reached an agreement with the investor to convert the debt into Series G preferred in full settlement of the note plus interest. At the dates of conversion, the value of the amount of the debt payable and accrued interest was $1,078,704. The debt was converted into 21,575 shares of Series G preferred stock valued at $1,009,495 and exceeded the fair market by $69,209 which was recorded in additional paid in capital on the Company’s Balance Sheet. The Company recorded an expense of $81,362 which represents the pro-rata share of the $360,000 consulting fee due to the Investor Group for Bridge Notes against the gain incurred with troubled debt restructuring in the Statement of Operations in 2011.

Also, included in the gain incurred with debt restructuring is $130,000 which was due to Ardent Advisors. This amount was forgiven and the full amount was included in the gain incurred with debt restructuring.

Modification of Debt

The following debt instruments were modified in the current period. The modification of debt included the addition of a conversion feature therefore requiring the Company to record the transaction in accordance with ASC 470 “Debt” as modification of debt accounting.

At December 31, 2010, the Company had promissory notes issued to four accredited investors with an outstanding balance of $825,000, which were in default and due on demand. In July 2011, the Company reached an agreement with the investors to convert the debt into a new convertible note in full settlement of the note plus interest. At the date of conversion, the debt payable and accrued interest was $977,268. The fair value of the new debt is $1,694,593, which includes the fair value of the conversion feature of $717,324. The Company valued the conversion feature utilizing the black scholes method with the following inputs: strike price of $0.17, exercise price of $0.20, volatility of 192.8%, years 2.25, discount rate of 15%, and dividend rate of 0%. The conversion rate on the new convertible note is $0.20 per share of common stock. The Company allocated restructuring costs of $41,131, which represents the pro-rata share of the $360,000 consulting fee due to the Investor Group for promissory note. As of September 30, 2011 the loss on debt modification of $758,455 has been included in the Statement of Operations in 2011. The loss incurred with debt restructuring represents approximately $0.03 per share.

In January, 2011, the Company issued notes to three accredited investors with an outstanding balance of $450,000, due on demand. In July 2011, the Company reached an agreement with the investors to convert the debt into a new convertible note in full settlement of the note plus interest. At the date of conversion, the value of the debt payable and accrued interest was $477,860. The fair value of the new debt is $828,614, which includes the fair value of the conversion feature of $350,754. The Company valued the conversion feature utilizing the black scholes method with the following inputs: strike price of $0.17, exercise price of $0.20, volatility of 192.8%, years 2.25, discount rate of 15%, and dividend rate of 0%. The conversion rate on the new convertible note is $0.20 per share of common stock. The Company allocated restructuring costs of $20,112, which represents the pro-rate share of the $360,000 consulting fee due to the Investor Group for the promissory note. As of September 30, 2011 the loss of $370,866 has been included in the Statement of Operations in 2011 for the loss on debt modification. The loss incurred with debt restructuring represents approximately $0.02 per share.

INERGETICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. COMMITMENT AND CONTINGENCIES

The Company entered into a Marketing and Sponsorship Contract (the “Contract”) beginning September 1, 2011 and ending on June 30, 2014. As of September 30, 2011 approximately $55,000 of a $60,000 payment made in relation to the terms of the Contract during the three month period ended September 30, 2011 is included in Prepaid Expenses on the Balance Sheet. Under the Contract the Company is required to make payments of $64,800 and $70,000 on or before September 1, 2012 and on or before September 1, 2013, respectively. In addition to the cash payments the Company must provide the Sponsor with $100,000 of the Company’s product during the duration of the Contract, commencing September 2011.

8. CONVERTIBLE PREFERRED SERIES G STOCK

The Company records Convertible Series G Preferred outside of permanent equity due to a redemption feature that is not solely controlled by the issuer, in accordance with ASR 268. The Series G is convertible into common stock, at the option of the holder, at the rate of one Series G share into 250 shares of common stock. The Series G preferred pays a dividend quarterly, for an annual yield of 10%. During quarter ended September 30, 2011 the Company issued a stock dividend of 930 Series G preferred shares which totaled $46,500. On November 16, 2011 the Company issued the shares which are reflected in the accompanying balance sheet in Preferred Stock, Convertible Series G. The Company received cash proceeds of $950,000 representing 19,000 shares and converted debt totaling $4,418,065 representing 96,755 Series G shares.

9. RELATED PARTY TRANSACTIONS

During the period ended September 30, 2011, the Investor Group, consisting of a director of the Company and two other parties received a $360,000 consulting fee for their assistance in the troubled debt reorganization and financing performed by the Company. The $360,000 fee, payable in common stock, is recorded in Common Stock Subscribed in the Balance Sheet. The fee has been reported net of gain incurred in connection with troubled debt restructuring on the Statement of Operations.

10. SUBSEQUENT EVENTS

In October, 2011, the Board of Directors of the Company granted each of the independent directors 125,000 shares of common stock for their respective 2011 director fees. In addition, the Board of Directors approved a Management Warrant Grant Program calculated at eleven percent (11%) of the “fully diluted” shares outstanding of the Company’s common stock. Once granted the Management Warrants are fully vested, will be cashless and exercisable for a period of ten (10) years. Approximately 7 million warrants have been granted with an exercise price of $0.12 per warrant. The holders of the Management Warrants are restricted from selling shares issuable for a period of 12 months from the date of grant.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Pursuant To "Safe Harbor" Provisions Of Section 21e Of The Securities Exchange Act Of 1934

Except for historical information, the Company's reports to the Securities and Exchange Commission on Form 10-K and Form 10-Q and periodic press releases, as well as other public documents and statements, contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements. These risks and uncertainties include general economic and business conditions, development and market acceptance of the Company's products, current dependence on the willingness of investors to continue to fund operations of the Company and other risks and uncertainties identified in the risk factors discussed below and in the Company's other reports to the Securities and Exchange Commission, periodic press releases, or other public documents or statements.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

Results of Operations for the quarter ended September 30, 2011 compared to the quarter ended September 30, 2010:

Total revenues generated from the sales of Resurgex Essential™, Resurgex Essential Plus™, Resurgex Select® and Surgex™ for the quarter ended September 30, 2011 totaled $14,537, an increase of 54% from the quarter ended September 30, 2010 which totaled $9,453. The primary reason for the increase was due to increased orders and the Company fulfilling those order in the third quarter ended June 30, 2011 versus the orders which was done in 2010.

At this stage in the Company’s development, revenues are not yet sufficient to cover ongoing operating expenses.

Gross profits for the quarter ended September 30, 2011 amounted to $6,041 for a 42% gross margin as compared to 43% in the quarter ended September 30, 2010. Gross profits increased $1,960 or 48% for the quarter ended September 30, 2011 compared to $4,081 for the quarter ended September 30, 2010. The increase in gross profits is a result of higher revenue.

After deducting research and development costs of $12,006 and selling, general and administrative expenses of $911,705, the Company realized an operating loss of $917,670 for the quarter ended September 30, 2011. Operating losses of $917,670 increased $164,166 or 22% as compared to the third quarter of 2010 operating loss of $753,504. The increase was due to additional marketing, promotional and travel relating to the roll out of the Surgex sports nutritional products.

Other Income (Expense) totaled ($713,696) for the quarter ended September 30, 2011 an increase of 266% or $518,606 as compared to ($195,090) for the quarter ended September 30, 2010. The increase in other income (expenses) of $518,606 was primarily due to a increase of $1,129,321 from loss on debt modification resulting from the conversion of Senior Notes and bridge notes offset by a gain incurred in connection with troubled debt restructuring.

The net result for the quarter ended September 30, 2011 was a loss of $1,631,366 or $0.07 per share, compared to a loss of $948,594 or $0.04 per share for the third quarter of 2010 due to the above mentioned reasons.

Management will continue to make an effort to lower operating expenses and increase revenue. The Company will continue to invest in further expanding its operations and a comprehensive marketing campaign with the goal of accelerating the education of potential clients and promoting the name and products of the Company. Given the fact that most of the operating expenses are fixed or have quasi-fixed, character management expects them to significantly decrease as a percentage of revenues as revenues increase.

Results of Operations for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010:

Total revenues generated from the sales of Resurgex Essential™, Resurgex Essential Plus™, Resurgex Select® and Surgex™ for the nine months ended September 30, 2011 totaled $118,752, a decrease of 11% from the nine months ended September 30, 2010 which totaled $133,362. The primary reason for the decrease was due to the weak U.S. dollar and its impact on foreign sales.

At this stage in the Company’s development, revenues are not yet sufficient to cover ongoing operating expenses.

Gross profits for the nine months ended September 30, 2011 amounted to $54,470 for a 46% gross margin as compared to $54,559 for a 41% in the nine months ended September 30, 2010. The decrease in the gross margin is a result of the weak U.S. dollar and its impact on foreign sales.

After deducting research and development costs of $29,454 and selling, general and administrative expenses of $1,993,708, the Company realized an operating loss of $1,968,692 for the nine months ended September 30, 2011. Operating losses of $1,968,692 decreased $464,827 or 19% as compared to the nine months ended 2010 operating loss of $2,433,519. The decrease was due to the termination of various sales and business consultants.

Other Income and (Expense) totaled ($1,326,607) for the nine months ended September 30, 2011 a decrease of 67% or $2,656,104 as compared to $3,982,711 for the nine months ended September 30, 2010. The decrease in other income (expenses) of $2,656,104 was primarily due to a decrease of $3,407,170 of interest expense and financing expense resulting from the conversion of Unit Notes offset by a gain incurred in connection with troubled debt restructuring, reduced by the loss on debt modification.

The net result for the nine months ended September 30, 2011 was a loss of $3,295,299 or $0.14 per share, compared to a loss of $6,416,230 or $0.44 per share for the nine months ended September 30, 2010 due to the above mentioned reasons.

Management will continue to make an effort to lower operating expenses and increase revenue. The Company will continue to invest in further expanding its operations and a comprehensive marketing campaign with the goal of accelerating the education of potential clients and promoting the name and products of the Company. Given the fact that most of the operating expenses are fixed or have quasi-fixed character, management expects them to significantly decrease as a percentage of revenues as revenues increase.

Liquidity and Capital Resources

The Company incurred substantial net losses for the nine months ended September 30, 2011 and the year ended December 31, 2010 and has accumulated a deficit of $74,097,296 at September 30, 2011. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has never reported Net Income.

The Company’s business operations generally have been financed by debt investments through promissory notes with accredited investors. During the nine months of 2011, the Company obtained new debt from the issuance of promissory notes that supplied the majority of the funds that were needed to finance operations during the reporting period. Such new borrowings resulted in the receipt by the Company of $450,000 which are convertible into Series G preferred stock upon the conversion of the debt into equity. The Company also raised $950,000 from the sale of Series G preferred stock. While these funds sufficed to compensate for the negative cash flow from operations they were not sufficient to build up a liquidity reserve. As a result, the Company’s financial position at the end of the reporting period showed a working capital deficit of $2,526,376. During the first nine months of 2011 the Company obtained new financing sufficient to fund ongoing working capital requirements. We need to continue to raise funds to cover working capital requirements until we are able to raise revenues to a point of positive cash flow.

Disclosure About Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

Critical Accounting Policies

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Control and Procedures

Evaluation of disclosure controls and procedures

Management of the Company has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective, as of the September 30, 2011, to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation, our management concluded that, as of September 30, 2011, our internal control over financial reporting was not effective.

A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 and September 30, 2011:

Material weakness: The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with the Company’s financial reporting requirements.

Significant deficiencies:

Inadequate segregation of duties

Untimely account reconciliations

Nevertheless, based on a number of factors, including the performance of additional procedures performed by management designed to ensure the reliability of our financial reporting, our Chief Executive Officer and Chief Financial Officer believe that the consolidated financial statements included with this periodic report fairly present, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for the periods, presented, in conformity with United States Generally Accepted Accounting Principals.

Changes in Internal Control over Financial Reporting

Management of the Company has evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q. There was no change in the Company's internal control over financial reporting identified in that evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting, other than what has been reported above.

PART II - OTHER INFORMATION

Item 1 Legal Proceedings

Creative Healthcare Solutions, LLC vs. Millennium Biotechnologies Inc, Ct. of Common Pleas of Delaware County Ohio, Case No. 07 CV H 11 1420) Millennium was not satisfied with the service rendered by Creative Healthcare Solutions, LLC in 2005 which were associated with the development of Resurgex Select collateral materials developed in December of 2005. Millennium subsequently was forced to destroy and dispose of over 80% of the materials provided by Creative Healthcare Solutions due to the poor quality of the materials. Millennium has been unsuccessful in resolving the dispute and subsequently Creative Healthcare Solutions, LLC has filed legal action for demand of payment in the amount of $63,718 for services rendered. Millennium continues to negotiate a settlement through counsel with regards to this legal proceeding.

Ronald Burgert vs. Millennium Biotechnologies, Inc., et al. filed on the 9th day of October 2008 in District Court of Dallas County, Dallas, Texas. Mr. Burgert has filed a claim in the amount of $25,000 based on a note dated May 18, 2006. As of March 26, 2008 the balance due on the note, including unpaid principal and interest, was $31,635. On December 1, 2008, the 14th Judicial District, Dallas County, Dallas, Texas issued a default judgment against Millennium Biotechnologies, Inc. in the amount of $31,636 plus interest and unpaid attorney’s fees.

Robert Half International vs. Millennium Biotechnologies, Inc. filed on September 30, 2009 in the Superior Court of New Jersey, Law Division, Middlesex County. Robert Half International claims a total of $18,507 plus costs and fees based upon the Millennium Biotechnologies, Inc.’s failure to pay the plaintiff the fees associated with the full time hiring of an employee.

First Insurance Fund vs. Millennium Biotechnologies filed on November 18, 2010 in the Superior Court of New Jersey, Civil Division, Somerset/Hunterdon-Special Civil Part, Case# SOM-DC007284-10. First Insurance Fund claims a total of $13,489.99 including costs and fees based upon Millennium Biotechnologies failure to pay the plaintiff for Insurance invoices. On February 28, 2011, there was a levy on Millennium’s bank account in the amount of $1,644.

Item 1A Risk Factors

Not Applicable

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

- None

Item 3 Defaults Upon Senior Securities

See Note 6 to the Consolidated Financial Statements in Part I above.

Item 4 Removed and Reserved

Item 5 Other Information

- None

Item 6 a) Exhibits

31.1

Certification of Mark C. Mirken, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Michael C. James, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Mark C. Mirken, Chief Executive Officer, pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.2

Certification of Michael C. James, Chief Financial Officer, pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

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, thereunto duly authorized.

	INERGETICS, INC.

Date: November 21, 2011	By:	/s/ Michael C. James
	Michael C. James
	Chief Financial Officer
	Chief Accounting Officer

INERGETICS INC - FORM 10-Q - November 21, 2011

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INERGETICS INC Reports