NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED
December
31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010
NOTE
1 – Organization and Going Concern
Organization
Our
Company’s name is Arizona Gold and Onyx Mining Company (the “Company”). The Company was incorporated on November
12, 1986, in the state of Utah under the name of Silver Harvest, Inc. In February 1990, the Company amended its Articles of Incorporation
to change its name to Viking Capital Group, Inc. In June 2010, the Company changed its name to its name to Arizona Gold and Onyx
Mining Company. On February 1, 2018, the Company changed its name to its name to Nuzia Pharmaceutical Corporation in anticipation
of completion of a merger with California Biotech, Inc., owner of www.NunziaPharmaceutical.com. Due to lack of FINRA approval
of the name change to Nunzia Pharmaceutical Corporation, on April 17, 2019, the Company changed its name back to Arizona Gold
and Onyx Mining Company. The proposed transaction has not been consummated.
In
February 2007, the company fell into default status after abandoning its business plan and for failing to file and pay annual
fees to the State of Utah. On May 21, 2009, the Third District Court, in and for Salt Lake County, State of Utah, appointed a
custodian to the Company. The custodian reestablished the Company in good standing, but did not resume operations. The Company
was seeking an operating company with which to merge or to acquire.
On
October 5, 2009, the court appointed custodian reverse split (1-for-10) the outstanding Class B Common shares of 100,000 to 10,000
shares and issued a new certificate for 51,000 Class B Common shares to Joseph Arcaro, former CEO, bringing the total outstanding
Class B Common shares of 61,000.
On
October 6, 2009, the Company affected a reverse split of 1:300 resulting in the reduction of Class A Common Stock outstanding
from 112,410,467 to approximately 375,000 shares.
On
April 23, 2010, the Company filed Form 15 to suspend the Company’s reporting requirements under the Securities Exchange
Act of 1934, as amended.
On
May 21, 2010, the Company affected a reverse split of 1-for 10 resulting in the reduction of Class A Common Stock outstanding
to 89,077 shares.
On
June 21, 2010, the Company issued 12,000,000 shares of Class A Common Stock in exchange for $5,000 of debt bringing the total
issued and outstanding Class A Common Stock to 12,089,077 shares.
On
June 28, 2010, the Company and Gold & Onyx Mining Company (“GOMC”) closed, a Securities Exchange Agreement (the
“Merger”). Pursuant to the terms of the Merger, the Company changed its corporate name from Viking Capital Group,
Inc. to Arizona Gold & Onyx Mining Company (“AGOMC”), and issued 131,000,000 shares to the shareholders of GOMC
such that GOMC shareholders acquired approximately 91.6% of the total 143,089,077 shares of Class A Common Stock outstanding after
the Merger.
The
terms and conditions of the Merger gave rise to reverse merger accounting whereby Gold & Onyx Mining Company was deemed the
acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of Gold & Onyx Mining
Company prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of Gold
& Onyx Mining Company.
In
the purchase of GOMC by AGOMC, all seven subsidiaries of AGOMC became part of the combined corporation. These subsidiaries were:
A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance
Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of
Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All of these subsidiaries have had their charters suspended or revoked
and have been inactive for several years.
On
October 22, 2017, the Company and California Biotech, Inc., owner of www.NunziaPharmaceutical.com, entered into a Merger and Consolidation
Agreement (the “MCA”). In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1
reverse stock split (The Company filed with FINRA to approve the corporate action which is pending as of the date of this report)
and amended its articles changing its name to Nunzia Pharmaceutical Corporation. A closing condition of the MCA is bringing the
Company current with its SEC reporting requirements. Upon closing, the MCA provides for the Company to issue a single share for
each single share of California Biotech, Inc. outstanding.
Going
Concern
The
Company’s financial statements are prepared using generally accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow
it to continue as a going concern. As of December 31, 2018, the Company had an accumulated deficit of $297,197. The ability of
the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until
it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In
view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a
profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically,
the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes
and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary
additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance
that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable
terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount
of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should
the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities
in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.
NOTE
2 – Summary of Significant Accounting Policies
Principles
of Consolidation
These
consolidated financial statements presented are those of the Company and its wholly owned subsidiaries, A1 Mining; NIAI Insurance
Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas;
Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and 60% of Brentwood
Re, Ltd. of the Island of Nevis. All subsidiaries have had their charters suspended or revoked and have been inactive for several
years. All intercompany balances and transactions have been eliminated.
Accounting
estimates
The
preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires
Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ significantly from those estimates.
Cash
and cash equivalents
The
Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts
to be cash equivalents.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets
and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. 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 and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established
when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized
tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated
interest and penalties are recorded as a component of interest expense or other expense, respectively.
Fair
Value Measurements
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes
the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).
These tiers include:
Level
1, defined as observable inputs such as quoted prices for identical instruments in active markets;
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not
active; and
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable.
During
the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair
value on a recurring basis or on a non-recurring basis.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of accounts payable, accrued expenses and notes payable. The carrying amounts of
the Company’s financial instruments approximate fair value because of the short term maturity of these items. These fair
value 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 those estimates. We do not hold or issue financial
instruments for trading purposes, nor do we utilize derivative instruments.
Net
Income (Loss) Per Share
The
computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding
during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted
EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued
assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The Company had no
potentially dilutive securities as of December 31, 2018.
Recent
Accounting Pronouncements
Any
reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as
found in the Financial Accounting Standards Board's Accounting Standards Codification.
We
review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our
previous fiscal year may be applicable to us, we have not identified any standards that we believe merit discussion. We believe
that none of the new standards will have a significant impact on our financial statements.
NOTE
3 – Mineral Property
The
mineral property to which the Company, through its subsidiary A1 Mining, had rights was as follows:
AMC
362655 of Nature’s Beauty Unlimited, Section 14 - On March 14, 2009, A1 Mining obtained the exclusive right and privilege
from NATURAL STONE AND MINERAL, LLC to explore for, develop and mine any ores, minerals and material on or under the Property
(Section #14). In consideration for this right and privilege, A1 Mining agreed to pay NATURAL STONE AND MINERAL, LLC one percent
(1%) quarterly of the net revenue from all minerals mined and removed from the Property (other than those removed in non-commercial
quantities for testing and sampling purposed); or, $5,000, which ever was greater.
No
recognized mineral appraisals were carried out and the rights to mine the properties lapsed in 2014. Additionally, A1 Mining had
its charter revoked by Nevada.
NOTE
4 – Current Liabilities
Accounts
Payable and Accrued Expenses
During
the year ended Decemner 31, 2010, the Company received funds from various third parties totaling $40,000 which were used for operating
expenses and remain unpaid through December 31, 2018. Accounts payable and accrued expenses increased each year from 2011 through
2017 primarily due to stock agent fees and legal fees.
Related
party Advances
From
time-to-time the Company’s CEO has advanced funds to cover administrative costs related to maintaining the corporate entity
and with the intent to bring its public filings current. Additionally, other related parties have provided services and or paid
for costs on behalf of the Company. As of December 31, 2010, the balances advanced totaled $102,752. From 2010 through 2018, no
reimbursements of related party advances were made to any related party due to the lack of funding. Related party advances grew
by $27,752 in 2010, $26,695 in 2011, $3,305 in 2012, $25,000 in 2013, $25,000 in 2014, $0 in 2015 and 2016, $643 in 2017 and $25,082
in 2018.
Related
Party Promissory Note
On
May 9, 2009, the Company issued a non-interest bearing promissory note to our CEO in exchange for services. The note matured on
May 5, 2010 and is currently in default.
NOTE
5 – Stockholder’s Equity
Preferred
Stock
The
Company has Preferred stock: $1.00 par value; 50,000,000 shares authorized with no shares issued and outstanding.
Common
Stock
The
Company has 500,000,000 shares of Class A Common Stock authorized of which 146,859,077 shares are issued and outstanding as of
December 31, 2010 and 2018.
The
Company has 100,000 shares of Class B Common Stock authorized of which 61,000 shares are issued and outstanding as of December
31, 2010 and 2018.
The
Class B shares are the only shares entitled to vote for Board Members. Class A and B shares are entitled to vote on all other
matters.
On
October 5, 2009, the court-appointed Custodian reverse split (1-for-10) the outstanding Class B Common shares of 100,000 to 10,000
shares and issued a new certificate for 51,000 to Joseph Arcaro, former CEO, bringing the total outstanding Class B Common shares
to 61,000.
On
October 6, 2009, the Company affected a reverse split of 1:300 resulting in the reduction of Class A Common Stock outstanding
from 112,410,467 to approximately 375,000 shares.
On
February 23, 2010, Mr. Arcaro was issued 400,000 shares of Class A Common Stock.
On
May 20, 2010, the Company affected a reverse stock split of 1:10 resulting in the reduction of Class A Common Stock outstanding
from approximately 775,000 shares to approximately 89,077 shares after giving effect to prior stock-split split adjustments.
On
June 17, 2010, Joseph Arcaro assigned 51,000 shares of Class B Common Stock to Michael Mitsunaga, CEO.
On
June 21, 2010, the Company issued 12,000,000 shares of Class A Common Stock in exchange for $5,000 of debt.
On
June 28, 2010, the Company issued 131,000,000 shares of Class A Common Stock to the shareholders of Gold & Onyx Mining Company
pursuant to the Merger.
On
August 3, 2010, the Company issued 3,770,000 shares of Class A Common Stock in lieu of payment of related party advances totaling
$3,230.
No
shares of Class A or Class B Common Stock have been issued or canceled from 2011 through 2018.
On
February 1, 2018, the Board of Directors authorized a one for seven thousand (1:7000) reverse stock split which will reduce the
current outstanding shares of Class A Common Stock from 146,859,077 shares outstanding to approximately 20,980 shares outstanding.
As of the date of this filing, the Company is waiting for FINRA to approve this corporate action. All share based amounts will
be updated to reflect this reverse stock split after FINRA approves the action.
NOTE
6 – Income Taxes
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets
at December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 are as follows:
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
operating loss carryforwards
|
|
$
|
297,197
|
|
|
$
|
278,621
|
|
|
$
|
265,578
|
|
|
$
|
265,578
|
|
|
$
|
264,828
|
|
|
$
|
236,119
|
|
|
$
|
207,388
|
|
|
$
|
199,972
|
|
|
$
|
169,319
|
|
Statutory
tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
Total
deferred tax assets
|
|
|
62,411
|
|
|
|
58,510
|
|
|
|
55,771
|
|
|
|
55,771
|
|
|
|
55,614
|
|
|
|
49,585
|
|
|
|
43,551
|
|
|
|
41,994
|
|
|
|
35,557
|
|
Less:
valuation allowance
|
|
|
(62,411
|
)
|
|
|
(58,510
|
)
|
|
|
(55,771
|
)
|
|
|
(55,771
|
)
|
|
|
(55,614
|
)
|
|
|
(49,585
|
)
|
|
|
(43,551
|
)
|
|
|
(41,994
|
)
|
|
|
(35,557
|
)
|
Net
deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
A
reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate to
pre-tax loss for the years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 is as follows:
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
Federal
Statutory Rate
|
|
$
|
(3,901
|
)
|
|
$
|
(2,739
|
)
|
|
$
|
—
|
|
|
$
|
(158
|
)
|
|
$
|
(6,029
|
)
|
|
$
|
(6,034
|
)
|
|
$
|
(1,557
|
)
|
|
$
|
(6,437
|
)
|
|
$
|
(14,977
|
)
|
Nondeductible
expenses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Change
in allowance on deferred tax assets
|
|
|
(3,901
|
)
|
|
|
(2,739
|
)
|
|
|
—
|
|
|
|
(158
|
)
|
|
|
(6,029
|
)
|
|
|
(6,034
|
)
|
|
|
(1,557
|
)
|
|
|
(6,437
|
)
|
|
|
(14,977
|
)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The
net increase in the valuation allowance for deferred tax assets was $6,437, $1,557, $6,034, $6,029, $158, $0, $2,739 and $3,901
for the years ended December 31, 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018, respectively. In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty
of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset.
For
federal income tax purposes, the Company has net U.S. operating loss carry forwards at December 31, 2018 available to offset future
federal taxable income, if any, of $297,197. The utilization of the tax net operating loss carry forwards may be limited due to
ownership changes that have occurred as a result of sales of common stock.
The
fiscal years 2015 through 2017 remain open to examination by federal authorities and other jurisdictions in which the Company
operates.
NOTE
8 - Merger
On
June 28, 2010, the Company and Gold & Onyx Mining Company closed, a Securities Exchange Agreement. Pursuant to the terms of
the Merger, the Company changed its corporate name from Viking Capital Group, Inc. to Arizona Gold & Onyx Mining Company,
and issued 131,000,000 shares to the shareholders of GOMC such that GOMC shareholders acquired approximately 91.6% of the total
143,089,077 shares of Class A Common Stock outstanding after the Merger.
The
terms and conditions of the Merger gave rise to reverse merger accounting whereby Gold & Onyx Mining Company was deemed the
acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of Gold & Onyx Mining
Company prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of Gold
& Onyx Mining Company.
Our
financial statements include the assets and liabilities of both the Company and GOMC. The Merger was accounted for under recapitalization
accounting whereby the equity of GOMC is presented as the equity of the combined enterprise and the capital account of the Company
is adjusted to reflect the par value of the outstanding stock of GOMC after giving effect to the number of shares issued in the
Merger. Shares retained by the Company shareholders (12,089,077 Class A common shares and 61,000 Class B Common shares) are reflected
as an issuance as of the reverse merger date for the historical amount of the net liabilities of GOMC.
The
following financial information has been developed by application of pro forma adjustments to the historical financial statements
of the Company appearing elsewhere in this Current Report. The unaudited pro forma information gives effect to the Merger which
has been assumed to have occurred on June 28, 2010 for purposes of the statement of operations. The Company evaluated the existence
of intangible assets that should be recognized in business combinations, pursuant to ASC 805-20-25-4. No intangible assets were
identified.
The
unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what
the results of operations or financial position of the Company would have been had the transactions described above actually occurred
on the dates indicated, nor do they purport to project the financial condition of the Company for any future period or as of any
future date. The unaudited pro forma financial information should be read in conjunction with the Company's financial statements
and notes thereto included elsewhere in this Current Report.
The
condensed consolidated pro forma results of operations for the six months ended June 28, 2010 and year ended December 31, 2009
are as follows:
ARIZONA GOLD AND ONYX
MINING COMPANY
Unaudited Consolidated
Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended June 28, 2010
|
|
Year
Ended December 31, 2009
|
|
|
GOMC
|
|
AGOMC
|
|
|
|
GOMC
|
|
AGOMC
|
|
|
|
|
Actual
|
|
Actual
|
|
Pro
Forma
|
|
Actual
|
|
Actual
|
|
Pro
Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
98,000
|
|
|
|
65,000
|
|
|
|
163,000
|
|
Total
expenses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
98,000
|
|
|
|
65,000
|
|
|
|
163,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(98,000
|
)
|
|
|
(65,000
|
)
|
|
|
(163,000
|
)
|
Provision
for income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net
earnings (loss)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(98,000
|
)
|
|
$
|
(65,000
|
)
|
|
$
|
(163,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock outstanding
|
|
|
131,000,000
|
|
|
|
|
|
|
|
131,000,000
|
|
|
|
131,000,000
|
|
|
|
|
|
|
|
131,000,000
|
|
Common
stock issued in Merger
|
|
|
|
|
|
|
12,089,077
|
|
|
|
12,089,077
|
|
|
|
|
|
|
|
12,089,077
|
|
|
|
12,089,077
|
|
Total
common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
143,089,077
|
|
|
|
|
|
|
|
|
|
|
|
143,089,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) per common share
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.00
|
)
|
The
condensed consolidated pro forma financial position as of the date of merger is as follows:
ARIZONA GOLD AND ONYX
MINING COMPANY
(f/k/a VIKING CAPITAL
GROUP, INC.)
UNAUDITED CONSOLIDATED
PRO FORMA BALANCE SHEETS
AS OF JUNE 28, 2010
|
|
Viking
Capital
|
|
Gold
& Onyx
|
|
|
|
|
|
|
Group,
Inc.
|
|
Mining
Company
|
|
|
|
|
|
|
(Public
Co.)
|
|
(Private
Co.)
|
|
|
|
|
|
|
(AGOMC)
|
|
(GOMC)
|
|
|
|
|
|
|
Accounting
|
|
Accounting
|
|
Merger
|
|
|
|
|
Acquiree
|
|
Acquiror
|
|
Adjustments
|
|
Pro
Forma
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
5,000
|
|
|
$
|
75,000
|
|
|
$
|
(5,000
|
)
|
|
$
|
75,000
|
|
Non
interest bearing promissory note
|
|
|
—
|
|
|
|
23,000
|
|
|
|
—
|
|
|
|
23,000
|
|
Total
current liabilities
|
|
|
5,000
|
|
|
|
98,000
|
|
|
|
(5,000
|
)
|
|
|
98,000
|
|
Total
liabilities
|
|
|
5,000
|
|
|
|
98,000
|
|
|
|
(5,000
|
)
|
|
|
98,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock; Class A, $0.001 par value, 500,000,000 shares authorized
|
|
|
12,089
|
|
|
|
306,000
|
|
|
|
(175,000
|
)
|
|
|
143,089
|
|
Common
stock; Class B, $0.001 par value, 100,000 shares authorized
|
|
|
61
|
|
|
|
—
|
|
|
|
—
|
|
|
|
61
|
|
Additional
paid-in capital
|
|
|
34,074,850
|
|
|
|
(306,000
|
)
|
|
|
(33,912,000
|
)
|
|
|
(143,150
|
)
|
Retained
deficit
|
|
|
(34,092,000
|
)
|
|
|
(98,000
|
)
|
|
|
34,092,000
|
|
|
|
(98,000
|
)
|
Total
stockholders' deficit
|
|
|
(5,000
|
)
|
|
|
(98,000
|
)
|
|
|
5,000
|
|
|
|
(98,000
|
)
|
Total
liabilities and stockholders' deficit
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NOTE
9 – Subsequent Events
Management
has reviewed material events subsequent of the period ended December 31, 2018 and prior to the filing of financial statements
in accordance with FASB ASC 855 “Subsequent Events”.
On
April 17, 2019, the Company changed its name back to Arizona Gold and Onyx Mining Company from Nunzia Pharmaceutical Corporation
due to lack of FINRA approval of the name change to Nunzia Pharmaceutical Corporation. The proposed transaction has not been consummated.