UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10
GENERAL
FORM FOR REGISTRATION OF SECURITIES
PURSUANT
TO SECTION 12(B) OR (G) OF
THE
SECURITIES EXCHANGE ACT OF 1934
NUNZIA
PHARMACEUTICAL COMPANY
(Exact name
of registrant as specified in its charter)
Utah
(State
or other jurisdiction of incorporation or organization)
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87-0442090
(I.R.S.
Employer Identification No.)
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1627
West 14th Street, Long Beach, California
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90813
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(Address
of principal executive offices)
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(Zip
Code)
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(714)
609 9117
(Registrant’s
telephone number, including area code)
Arizona
Gold and Onyx Mining Company, 1627 West 14th Street, Long Beach, CA 90813; 2018
(Former
name, former address and former fiscal year)
|
With
Copies to:
MICHAEL
MITSUNAGA
1624
WEST 14TH STREET, LONG BEACH, CA 90813
Securities
to be registered pursuant to Section 12(b) of the Act: None.
Securities
to be registered pursuant to Section 12(g) of the Act:
COMMON
STOCK, $0.001 par value per share
(Title
of class)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer
|
[ ]
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Accelerated
Filer
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[ ]
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Non-Accelerated
Filer
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[X]
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Smaller
reporting company
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[X]
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|
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Emerging growth
company
|
[ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
EXPLANATORY
NOTE
Nunzia
Pharmaceutical Corporation (formerly Arizona Gold and Onyx Mining Company) is filing this General Form for Registration of Securities
on Form 10, which we refer to as the Registration Statement, to register its shares of common stock, par value $0.001 per share,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Unless otherwise mentioned
or unless the context requires otherwise, when used in this Registration Statement, the terms “Company,” “we,”
“us,” and “our” refer to Nunzia Pharmaceutical Company.
FORWARD-LOOKING
STATEMENTS
Certain
information included or incorporated by reference in this Registration Statement on Form 10 may be deemed to be “forward-looking
statements”. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,”
“will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,”
“should,” “intend,” “project” or other similar words, but are not the only way these statements
are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans
and strategies, statements that contain projections of results of operations or of financial condition, statements relating to
the research, development and use of our products, and all statements (other than statements of historical facts) that address
activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking
statements on assumptions and assessments made by our management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they believe to be appropriate. Readers are urged to
carefully review and consider the various disclosures made throughout this Registration Statement, which are designed to advise
interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Any forward-looking statements in this annual report are made as of the date hereof, and we undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT US
When
this Registration Statement becomes effective, we will begin to file reports, proxy statements, information statements and other
information with the United States Securities and Exchange Commission, or the SEC. You may read and copy this information, for
a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial
document retrieval services, and at the website maintained by the SEC at http://www.sec.gov.
Our
Internet website address is www.nunziapharma.com. Information contained on the website does not constitute part of
this Registration Statement. We have included our website address in this Registration Statement solely as a non-active reference.
When this Registration Statement is effective, we will make available, through a link to the SEC’s website, electronic copies
of the materials we file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and the Section 16 reports to be filed by our executive officers, directors and 10% stockholders and amendments to
those reports.
nunzia
pharmaceutical corporation
FORM
10
TABLE
OF CONTENTS
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Page
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ITEM 1.
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Business
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4
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ITEM 1A
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Risk Factors
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10
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ITEM 2.
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Financial Information
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17
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ITEM 3.
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Properties
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19
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ITEM 4.
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Security Ownership of Certain
Beneficial Owners and Management
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19
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ITEM 5.
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Directors and Executive Officers
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20
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ITEM 6.
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Executive Compensation
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21
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ITEM 7.
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Certain Relationships and Related
Transactions, and Director Independence
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22
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ITEM 8.
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Legal Proceedings
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23
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ITEM 9.
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Market Price of and Dividends
on Registrant’s Common Equity and Related Stockholder Matters
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23
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ITEM 10.
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Recent Sales of Unregistered Securities
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24
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ITEM 11.
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Description of Securities to be
Registered
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24
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ITEM 12.
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Indemnification of Directors and
Officers
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25
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ITEM 13.
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Financial Statements and Supplementary
Data
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26
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ITEM 14.
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Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
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52
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ITEM 15.
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Financial Statements and Exhibits
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51
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SIGNATURES
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52
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ITEM
1. BUSINESS
Background
The accompanying
unaudited interim consolidated financial statements of Nunzia Pharmaceutical Company (the “Company”) as of September
30, 2019, and for the three and nine months ended September 30, 2019 and 2018, include the accounts of the Company and its non-operating
subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation
S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have
been condensed or omitted.
The
preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual
results may differ from those estimates. The interim financial statements are included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2018. In the opinion of management, the accompanying unaudited interim
consolidated financial statements have been prepared on the same basis as the audited financial statements and include all
adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial
position as of September 30, 2019, results of operations for the three and nine months ended September 30, 2019 and 2018, and
stockholders equity and cash flows for the nine months ended September 30, 2019 and 2018. The Company did not record an
income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period
are not necessarily indicative of the results of operations for the entire year.
Organization
Originally,
our company’s name was Silver Harvest, Inc. 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 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.
In June
2010, the Company changed its name to its name to Gold and Onyx Mining Company.
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.NunziaPharma.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 brought the Company current
with its SEC reporting requirements. Upon closing, the MCA provided for the Company to issue a single share for each single share
of California Biotech, Inc. outstanding.
On February
1, 2018, the Company changed its name to its name to Nunzia Pharmaceutical Corporation in anticipation of completion of a merger
with California Biotech, Inc., owner of www.NunziaPharma.com. At the same time, the Company filed with FINRA to change its name
and to do a stock reversal. However, FINRA failed to approve the name change to Nunzia Pharmaceutical Corporation, so on April
17, 2019, the Company changed its name back to Arizona Gold and Onyx Mining Company. The company then refiled with FINRA for a
name change and approval for a share reversal, under the name Arizona Gold and Onyx Mining Company. On December 3, 2019, FINRA
approved a 7,000 share to 1 share reversal, as well as a name change to, Nunzia Pharmaceutical Corporation.
On or
about May 6, 2019, we entered into a consulting agreement with Pacific Advisors, LLC to assist us with FINRA issues. The contract
was for 250,000 shares of common stock valued at .005.
Our
Business
We are a pharmaceutical and nutraceutical
company that owns the rights to a drug that treats autism, fragile X, ADHD, and PTSD. Through a licensing agreement for 10 years
with automatic renewal available for both the Pharmaceutical and Nutraceuticals. The IP is Patent pending for both the Nutraceutical
and for the Pharmaceutical. We will manufacture, market and distribute the drug Nunzia, once approved by the FDA through a Premarket
Approval. The drug NUNZIA has studies but will need to start the FDA PMA process. It has not begun the process and hopes to start
the FDA PMA process within the next 18 months. The timeline for the FDA PMA can take 5 years.
The drug, called Nunzia, acts
to increase sensory, social, and daily living skills, as well as attention span, memory retention, focus, comprehension, and learning,
all the while decreasing anxiety, stress, fixations, fidgeting, and outside detractions. NUNZIA can reduce the extra synapses
which cause anxiety, as a glutamate inhibitor.
The
hippocampus is the part of the brain that is involved in memory forming, organizing, and storing. It is a limbic system structure
that is particularly important in forming new memories and connecting emotions and senses, such as smell and sound, to memories.
The hippocampus is a horseshoe shaped paired structure, with one hippocampus located in the left-brain hemisphere and the other
in the right hemisphere. The hippocampus acts as a memory indexer by sending memories out to the appropriate part of the cerebral
hemisphere for long-term storage and retrieving them when necessary. The hippocampus is involved in several functions of the body
including: Consolidation of new memory; Emotional
Responses Navigation; and Spatial Orientation. NUNZIA works with the Hippocampus part of the brain.
The
hippocampus is a region of the mammalian brain that shows an impressive capacity for structural reorganization. Preexisting neural
circuits undergo modifications in dendritic complexity and synapse number, and entirely novel neural connections are formed through
the process of neurogenesis. These types of structural change were once thought to be restricted to development. However, it is
now generally accepted that the hippocampus remains structurally plastic throughout life. This article reviews structural plasticity
in the hippocampus over the lifespan, including how it is investigated experimentally. The modulation of structural plasticity
by various experiential factors as well as the possible role it may have in hippocampal functions such as learning and memory,
anxiety, and stress regulation are also considered.
Also,
in the future, we hope to develop other drugs.
Industry
We
are a pharmaceutical and nutraceutical company. A nutraceutical or 'bioceutical' is a pharmaceutical alternative which claims
physiological benefits. In the US, "nutraceuticals" are largely unregulated, as they exist in the same category as dietary
supplements and food additives by the FDA, under the authority of the Federal Food, Drug, and Cosmetic Act.
The
primary use for Nunzia is for autism, however, Nunzia also treats related diseases. Thus, the industry uses are broad. We will
be involved in the autism treatment industry, as well as the treatment of diseases such as fragile X, ADHD, and PTSD.
The
global autism disorder and treatment market has been segmented into Asperger Syndrome, Pervasive Developmental Disorder, and others.
By
treatment type, the autism disorder and treatment market have been segmented into ABA (applied behavioral analysis), hyperbaric
oxygen therapy, chelation therapy, oxytocin therapy, and others. Asia Pacific houses a significant proportion of the autistic
population. The developments in the healthcare sector of the region have created an awareness among the people for screening and
treating autism. This, in turn, is prognosticated to have a favorable impact on the growth of the autism disorder and treatment
market in the forthcoming years. It is projected to thrive at a relatively higher CAGR over the assessment period. Meanwhile,
the Middle East & Africa is likely to hold a small share of the autism disorder and treatment market and exhibit steady growth
through the projection period. In the United States, based on new government data, 1 in 45 children in the United States, aged
3-17, have autism. This is up from only 1 in 150 children back in 2000. Marketdata analysts estimate that there are 1.4 million
American children with autism. Another 700,000 adults have autism, having “aged out” of children’s programs.
And, 81% of autistic children are male. The total annual costs for children with ASD (autism spectrum disorder) in the United
States alone were estimated to be between $11.5 billion and $60.9 billion.
By
drug, the global autism disorder and treatment market is segmented into SSRIs, anti-convulsant, stimulants, anti-psychotic. The
anti-psychotic segment is further sub-segmented into Abilify (aripiprazole) and Risperidone. Being a targeted blocker, Nunzia
is a new type of drug.
Regarding
the Fragile X Syndrome, many studies have evaluated the FXS-ASD link over the past decade. Since many children with FXS are interested
in social interactions, they may not meet the diagnostic criteria for ASD (autism), even though they exhibit some features of
ASD such as poor eye contact, shyness, social anxiety, hand-flapping and sensory issues. Autism is much more common in boys with
FXS than in girls with FXS. According to the CDC, a national parent survey found that 46% of males and 16% of females with FXS
have been diagnosed or treated for ASD. The Forward Registry and Database tells us that 40% of individuals with FXS are diagnosed
with ASD by their doctor in a Fragile X Clinic. Studies show that individuals with FXS who have autism can have a more significant
intellectual disability (lower IQ) than those with FXS who do not have autism. About 10% of children with ASD are identified as
having another genetic and chromosomal disorder, such as Fragile X syndrome. Given the possibility of a link, it is recommended
that all children with ASD, both male and female, be referred for genetic evaluation and testing for FXS and any other genetic
cause of ASD. According to a 2012 study by the CDC, the frequency of Fragile X premutation in the U.S. is as follows: 1 in 151
females, or about 1 million women; 1 in 468 males, or about 320,000 men.
The
global attention-deficit hyperactivity disorder market (ADHD) has witnessed continuous growth in the past few years and is projected
to grow even further during the forecast period (2019-2023). The market is expected to be driven by various growth enhancing factors
such as rising healthcare expenditure, excessive use of smartphones, increasing investments in mental health technology, growing
impact of social media, etc. Some of the major challenges faced by the market are misuse of drugs used in the treatment of ADHD
and high cost of ADHD treatment. Growth of the overall ADHD market has also been forecasted for the period 2019-2023, taking into
consideration the previous growth patterns, the growth drivers and the current and future trends.
There
has been a steady rise in ADHD patients during the last 20 years. According to a study conducted by the National Health Interview
Survey, the prevalence of ADHD among children and adolescents in U.S. rose from 6.1% in 1997-1998 to 10.2% in 2015-2016. The global
attention deficit hyperactivity disorder market size is expected to reach USD 24.9 billion by 2025, based on a new report by Grand
View Research, Inc., exhibiting a 6.4% CAGR during the forecast period. Increase in awareness regarding ADHD among patients, physicians,
and other healthcare providers is likely to up demand for effective treatment, in turn, propelling market growth.
In
the psychopharmacologic treatment of posttraumatic stress disorder (PTSD), the clinical, social, and financial burden of ineffectively
treated PTSD is enormous. The impact of PTSD morbidity and mortality is further magnified by its substantial disruptions in family,
workplace, and societal contexts. For the Department of Veterans Affairs (VA) and Department of Defense (DoD), i.e., institutions
that are vehicles for the expression of the national debt to military personnel who developed PTSD as a consequence of their military
service, the need to help these people has taken on significant priority. One in 10 VA healthcare users have the diagnosis of
PTSD, which includes one in four treatment-seeking veterans of the recent wars in Iraq and Afghanistan. The prevalence of PTSD
in the general population for lifetime is approximately 8% and just under 4% for the current year, making it the fifth most prevalent
mental disorder in the United States.
Despite
this high prevalence and costly impact, before the development of Nunzia, there seemed to be no visible horizon for advancements
in medications that treat symptoms or enhance outcomes in persons with a diagnosis of PTSD.
The
nature of this PTSD pharmacotherapy crisis is threefold. First, there are only two medications currently approved for the treatment
of PTSD by the U.S. Food and Drug Administration (FDA), sertraline (Zoloft) and paroxetine (Paxil). These medications are helpful
but are believed to work via the same mechanism of action, and both produce reduction in symptom severity rather than remission
of PTSD symptoms. This efficacy gap may be particularly great for patients treated in VA settings. Second, the limited efficacy
of the FDA-approved treatments for PTSD has necessitated polypharmacy for the vast majority of patients treated. These off-label
medications, as monotherapy or in combination with other medications, have not been studied adequately for the treatment of PTSD.
Therefore, most patients are treated with medications or combinations for which there is little empirical guidance regarding benefits
and risks. Third, research and development of new medications for the treatment of PTSD has stalled and there is a void in new
drug development. There has not been a medication approved for the treatment of PTSD since 2001, despite the significant need.
In a survey of ClinicalTrials.gov, there were few pharmaceutical industry sponsored clinical trials for PTSD that have enrolled
patients since 2006: one Phase III clinical trial, four Phase II clinical trials, and no Phase I clinical trials. Nunzia is the
solution to these issues given that it is an nutraceutical that effectively treats PTSD without the need for FDA approval.
In
the future, we hope to develop other drugs. Of course, that would place us in an industry with a wealth of competitors.
Competition
The competition
for Nunzia Pharmaceutical Company depends on the specific disease being considered.
For example,
autism research and development activities are being incessantly undertaken for the development of the treatments available in
the market. The development of autism culture has intensified the demand for a cure and the acceptance of autism as a difference
rather than disorder has raised awareness about the same. It is likely to favor the expansion of the autism disorder and treatment
market in the forthcoming years. However, a weaker pipeline for drugs is expected to hinder the growth of the market over the
next couple of years. There are competitors in the autism industry and the related conditions. Some of the key players are Pfizer
Inc., Allergan, Merck & CO Inc., Eli Lilly and Company, Teva Pharmaceutical Industries Ltd., Novartis AG, Johnson & Johnson
Services, Inc. Bristol-Myers Squibb and Otsuka Holdings Co., Ltd., Consern Pharma Private Limited, Coronis Partners Ltd., Heptares
Therapeutics Limited, Curemark LLC, Intra-Cellular Therapies Inc., and Saniona AB.
Fragile-X
is a much smaller market, and thus, there is less competition. Known companies that are developing treatments for Fragile X Syndrome
are: Aelis Farma SAS, AMO Pharma Ltd, Anavex Life Sciences Corp, Confluence Pharmaceuticals LLC, DRI Biosciences Corp, Eli Lilly
and Company, Fulcrum Therapeutics Inc, GlaxoSmithKline Plc, GW Pharmaceuticals Plc, Marinus Pharmaceuticals Inc, Neuren Pharmaceuticals
Ltd, Neuron Biopharma SA, Ovid Therapeutics Inc, Sage Therapeutics Inc and Zynerba Pharmaceuticals Inc.
ADHD treatment
is a burgeoning industry and the competition is great. There are literally dozens of pharmaceutical companies that have developed
drugs for the treatment for ADHD, however, none of them are as effective as Nunzia.
For PTSD,
there are only two medications currently approved for the treatment of PTSD by the U.S. Food and Drug Administration (FDA), sertraline
(Zoloft) and paroxetine (Paxil). These medications are helpful but are believed to work via the same mechanism of action, and
both produce reduction in symptom severity rather than remission of PTSD symptoms.
Currently,
there are no drugs on the market that adequately treat autism or related disorders. Other pharmaceutical companies will definitely be
trying to catch up and develop a drug similar to Nunzia.
Marketing
and Sales
The
company plans on selling through large and small distributors, giving the company the greatest opportunity to sell to a greater
amount of people, doctors, hospitals, clinics and governments.
Research
and Development
Our
focus is on the manufacturing, marketing, and distribution of Nunzia. However, soon we will begin to use resources to develop
new drugs, although we are not currently developing anything other than Nunzia. Much of our current research and development revolves
around how to deliver Nunzia more effectively.
Employees
As
of December 1, 2019, we have no full-time employees. Our President an CFO devote as much time as the Board of Directors
determine is necessary to carry out the affairs of the Company. The Company utilizes independent contractors as
needed.
Reports
to Security Holders
This
Form 10, or the Registration Statement, is being filed by the Company on a voluntary basis in order to register our shares of
common stock, par value $0.001 per share, or Common Stock, pursuant to Section 12(g) of the Exchange Act. Once this Registration
Statement becomes effective, we will be subject to the requirements of Section 12(a) of the Exchange Act, including the rules
and regulations promulgated thereunder, which will require, among other things, that we file annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, and we will be required to comply with all other relevant obligations promulgated
under the Exchange Act as may be applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange
Act.
We
are not required to file this Registration Statement pursuant to the Securities Act of 1933, as amended. This registration statement
shall not constitute an offer to sell, nor a solicitation of an offer to buy, our securities.
ITEM
1A. RISK FACTORS
You
should carefully consider the following risk factors and the other information included herein as well as the information included
in other reports and filings made with the SEC before purchasing our Common Stock. The following factors, as well as other factors
affecting our operating results and financial condition, could cause our actual future results and financial condition to differ
materially from those projected. The trading price of our Common Stock could decline due to any of these risks, and you may lose
part or all of your investment.
Risks
Related to Our Financial Condition and Capital Requirements
We
have a history of operating losses and expect to incur additional losses in the future.
We
have sustained losses in recent years, which as of September 30, 2019, accumulated to $316,338, including an operating net loss
of $1,307 and $2,807 for the quarter ended September 30, 2019 and 2018, respectively. We are likely to continue to incur net losses
as we pursue our strategy, which is currently focused on developing our sales channels and distribution partnerships. Our losses
have had, and will continue to have, an adverse effect on our shareholders’ equity and working capital. We expect that the
Company will become profitable during our second fiscal quarter ending December 31, 2020. Any failure to achieve and maintain
profitability would continue to have an adverse effect on our shareholders’ equity and working capital and could result
in a decline in our share price or cause us to cease operations.
We
will need significant additional capital, which we may be unable to obtain.
Our
capital requirements have been and will continue to be significant. We will require additional funds to develop sales channels
and market our products. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if
at all. In either of the aforementioned situations, we may not be able to fully implement its growth plans.
Additional
financings that we may require in the future will dilute the percentage ownership interests of our stockholders and may adversely
affect our earnings and net book value per share. In addition, we may not be able to secure any such additional financing on terms
acceptable to us, if at all. Moreover, if we are unable to obtain such additional capital as discussed above, we will be required
to stop our operations, and will resume our activities, only after capital is raised.
Risks
Related to Our Business, Industry and Business Operations
Because
of our limited operating history, we may not be able to successfully operate our business or execute our business plan.
In
2019, under our new leadership team, we went through a strategy change, which shifted our focus from mining to pharmaceuticals
as we merged with California Biotech. Given our limited operating history, it is hard to evaluate our proposed business and prospects.
Our proposed business operations will be subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage
enterprises. Such risks include, but are not limited to, the following:
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the absence of a lengthy
operating history;
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insufficient capital to fully realize our operating
plan;
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expected continual losses for the foreseeable
future;
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operating in multiple currencies;
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our ability to anticipate and adapt to a developing
market(s);
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acceptance of our products;
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limited marketing experience;
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a competitive environment characterized by well-established
and well-capitalized competitors;
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the ability to identify, attract and retain
qualified personnel; and
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operating in an environment that is highly regulated
by a number of agencies.
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Because
we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may
be unable to address such risks in a cost-effective manner, if at all. If we are unable to successfully address these risks our
business could be harmed.
The
commercial success of our products as well as any future products depends upon the degree of market acceptance by the autism industry.
Our
success depends on manufacturing and marketing Nunzia in a cost-effective manner. We are aware of these key factors and are focusing
on manufacturing Nunzia in a effective and cost effective manner. However, there remain no assurances that we will succeed, nor
is it clear how long it will take until we receive market recognition.
Any
product that we bring to the market may or may not gain market acceptance by prospect customers. The commercial success of our
products and any future product depends in part on the autism industry and our solutions as a useful and cost-effective option
compared to current and competing solutions. If our products or any future product do not achieve an adequate level of acceptance,
we may not generate significant product revenue and may not become profitable. The degree of market acceptance of our products
will depend on a number of factors, including:
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the
cost, safety, efficacy, and convenience of our products;
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the acceptance of
our products as a superior solution in the autism industry;
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the ability of third
parties to enter into relationships with us without violating their existing agreements;
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the effectiveness
of our sales and marketing efforts;
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the strength of
marketing and distribution support for, and timing of market introduction of, competing products; and
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publicity concerning
our products or competing products.
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Our
efforts to penetrate the autism industry and educate the marketplace on the benefits of our products may require significant resources
and may never be successful.
We
may face significant competition from other companies looking to expand their line of products
It
is certainly possible that we will have competition, as there are several companies trying to sold this problem in the
future.
We
may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products.
Our
future business success will depend upon our ability to maintain and enhance our product portfolio with respect to advances in
technological improvements for certain products that meet customer needs and market conditions in a cost-effective and timely
manner. We may not be successful in gaining access to new products that successfully compete or are able to anticipate customer
needs and preferences, and our customers may not accept one or more of our products. If we fail to keep pace with evolving technological
innovations or fail to modify our products and services in response to customers’ needs or preferences, then our business,
financial condition and results of operations could be adversely affected.
We
currently rely on a limited number of suppliers to produce certain key components of our products.
If
we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties
to perform these services, we may not be successful in commercializing our products.
We
have a limited sales and marketing infrastructure and have limited experience in the sale, marketing or distribution of products.
To achieve commercial success for any product for which we have obtained marketing approval, we will need to establish a sales
and marketing infrastructure or to out-license our products.
In
the future, we may consider building a focused sales and marketing infrastructure to market our products in the United States
or elsewhere in the world. There are risks involved with establishing our own sales, marketing and distribution capabilities.
For example, recruiting and training a sales force could be expensive and time consuming and could delay any product launch. This
may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.
Factors
that may inhibit our efforts to commercialize our products on our own include:
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our
inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;
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the inability of
sales personnel to obtain access to potential customers;
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the lack of complementary products
to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive
product lines; and
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unforeseen costs
and expenses associated with creating an independent sales and marketing organization.
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If
we are unable to establish our own sales, marketing and distribution capabilities or enter into successful arrangements with third
parties to perform these services, our revenues and our profitability may be materially adversely affected.
In
addition, we may not be successful in entering into arrangements with third parties to sell, market and distribute our products
inside or outside of the United States or may be unable to do so on terms that are favorable to us. We likely will have little
control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our
products effectively. If we do not establish sales, marketing and distribution capabilities successfully, either on our own or
in collaboration with third parties, we will not be successful in commercializing our product candidates.
Conditions
in the global economy may adversely affect our business, financial condition and results of operation.
The
autism industry that we primarily sell to may be affected by material changes in supply, market prices, exchange rates and general
economic conditions. Delays or reductions in our customers’ purchasing or shifts to lower-cost alternatives that result
from tighter economic market conditions would reduce demand for our products and services and could, consequently, have a material
adverse effect on our business, financial condition and results of operations.
Our
relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business
and results of operations.
Our
business involves complex operations and demands a management team to determine and implement of our strategy and workforce that
is knowledgeable and expert in many areas necessary for our operations. As a company focused on sales and research and development
in the highly-specialized in-vitro diagnostics industry, we rely on our ability to attract and retain skilled employees, consultants
and contractors, including our specialized research and development. As of December 1, 2019, we employed no full-time employees,
and two part-time executives. The departure of a significant number of our highly skilled employees, consultants or contractors
or one or more employees who hold key regional management positions could have an adverse impact on our operations, including
customers choosing to follow a regional manager to one of our competitors.
In
addition, to execute our growth plan we must attract and retain highly qualified personnel. Competition for these employees exists;
new members of management must have significant industry expertise when they join us or engage in significant training which,
in many cases, requires significant time before they achieve full productivity. If we fail to attract, train, retain, and motivate
our key personnel, our business and growth prospects could be severely harmed.
Furthermore,
we are dependent upon the managers to oversee our operations. Thus, there can be no assurance that the managers’ experience
will be sufficient to successfully achieve our business objectives. All decisions regarding the management of our affairs will
be made exclusively by our officers and directors. In the event these persons are ineffective, our business and results of operation
would likely be adversely affected.
Our
operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.
Our
operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating
results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our
future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from
our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could
cause our stock price to fall. Each of the risk factors listed in the section Risk Factors, and the following factors may affect
our operating results:
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our ability to penetrate
the in-vitro diagnostics industry with our products;
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our ability to generate revenue from our products;
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the amount and timing, of operating costs and
capital expenditures related to the maintenance and expansion of our businesses, and operations;
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our
focus on long-term goals over short-term results; and
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global
economic situation; and
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Failure
to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
We
are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and other anticorruption, anti-bribery
and anti-money laundering laws in the jurisdictions in which we do business, both domestic and abroad. These laws generally prohibit
us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business,
direct business to any person or gain any advantage. The FCPA and other applicable anti-bribery and anti-corruption laws also
may hold us liable for acts of corruption and bribery committed by our third-party business partners, representatives and agents.
In addition to our own sales force, we leverage third parties to sell our products and conduct our business abroad. We and our
third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees
of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities
of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners and agents,
even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain
internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address
compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies
or applicable law, for which we may be ultimately held responsible and our exposure for violating these laws increases as our
international presence expands and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA or
other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse
media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions
or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, a decline in
the market price of our Common Stock or overall adverse consequences to our reputation and business, all of which may have an
adverse effect on our results of operations and financial condition.
Disruptions
to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems,
may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.
We
believe that an appropriate information technology, or IT, infrastructure is important in order to support our daily operations
and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience
significant system failures, or if we are unable to successfully modify our management information systems or respond to changes
in our business needs, we may not be able to effectively manage our business, and we may fail to meet our reporting obligations.
Additionally, if our current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not
be able to effectively recover our information system in the event of a crisis, which may materially and adversely affect our
business and results of operations.
In
the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists,
state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile
security breaches at other companies and in government agencies have increased in recent years, and security industry experts
and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer
hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently
induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. We can provide
no assurance that our current IT system or any updates or upgrades thereto and the current or future IT systems of our potential
distributors use or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information
or data theft or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable
to adapt our IT systems or to manage the IT systems of third parties to accommodate these changes. We have experienced and expect
to continue to experience actual or attempted cyber-attacks of our IT networks. Although none of these actual or attempted cyber-attacks
has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not
have such an impact in the future.
Risks
Related to our Common Stock and Corporate Governance
The
market price of our securities may be highly volatile.
The
market price of our Common Stock is likely to be volatile. Our Common Stock price could be subject to wide fluctuations in response
to a variety of factors, including the following:
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reports
of adverse events with respect to the commercialization and distribution of our products;
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inability to obtain
additional funding;
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failure to successfully
sell our products;
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changes in laws
or regulations applicable to future products;
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inability to obtain
adequate product supply for our products or the inability to do so at acceptable prices;
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introduction of
new products or technologies by our competitors;
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failure to meet
or exceed financial projections we may provide to the public;
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failure
to meet or exceed the financial expectations of the investment community;
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announcements
of significant acquisitions, strategic partnerships, joint ventures or capital commitments by our competitors;
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additions
or departures of key management personnel;
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significant
lawsuits;
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changes in the market
valuations of similar companies;
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sales of our securities
by us or our shareholders in the future; and
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trading volumes
of our securities.
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In addition,
companies trading in the stock market have experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the
market price of our Common Stock, regardless of our actual operating performance.
Sales
of a substantial number of shares of our Common Stock in the public market by our existing stockholders could cause our share
price to fall.
Sales
of a substantial number of shares of our Common Stock in the public market, or the perception that these sales might occur, could
depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity
securities. We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock.
Our
principal stockholders, officers and directors beneficially own approximately 92.63 of our outstanding shares of Common Stock.
They will therefore be able to exert significant control over matters submitted to our stockholder for approval.
As
of December 1, 2019, our principal stockholders, officers and directors beneficially own approximately 92.63% of our outstanding
Common Stock. This significant concentration of share ownership may adversely affect the trading price for our Common Stock because
investors often perceive disadvantages in owning shares in companies with controlling stockholders. As a result, these stockholders,
if they acted together, could significantly influence or even unilaterally approve
matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business
combination transactions. The interests of these stockholders may not always coincide with our interests or the interests of other
stockholders.
We
face risks related to compliance with corporate governance laws and financial reporting standards.
The
Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the Securities and Exchange Commission
and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting
standards for public companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley
Act of 2002 relating to internal control over financial reporting, have materially increased the legal and financial compliance
costs of small companies and have made some activities more time-consuming and more burdensome.
We
may not have effective internal controls.
In
connection with Section 404 of the Sarbanes-Oxley Act of 2002, we need to assess the adequacy of our internal control, remedy
any weaknesses that may be identified, validate that controls are functioning as documented and implement a continuous reporting
and improvement process for internal controls. We may discover deficiencies that require us to improve our procedures, processes
and systems in order to ensure that our internal controls are adequate and effective and that we are in compliance with the requirements
of Section 404 of the Sarbanes-Oxley Act. If the deficiencies are not adequately addressed, or if we are unable to complete all
of our testing and any remediation in time for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the
SEC rules under it, we would be unable to conclude that our internal controls over financial reporting are designed and operating
effectively, which could adversely affect investor confidence in our internal controls over financial reporting.
We
may be subject to securities litigation, which is expensive and could divert management attention.
In
the past, companies that have experienced volatility in the market price of their stock have been subject to securities class
action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial
costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination
in litigation could also subject us to significant liabilities.
If
securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or
if they adversely change their recommendations or publish negative reports regarding our business or our Common Stock, our stock
price and trading volume could decline.
The
trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts may publish
about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any
assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change
their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our stock
price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish
reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume
to decline.
Our
Common Stock are an illiquid investment as there is presently limited market for our Common Stock, and transferability of our
Common Stock is subject to significant restriction.
There
is presently a limited market for our Common Stock, and we cannot be certain that a public market will become available, or that
there will be sufficient liquidity to allow for sale or transferability of our Common Stock within the near future. Therefore,
the purchase of our Common Stock must be considered a long-term investment acceptable only for prospective investors who are willing
and can afford to accept and bear the substantial risk of the investment for an indefinite period of time. There is a limited
public market for the resale of our Common Stock. A prospective investor, therefore, may not be able to liquidate its investment,
even in the event of an emergency, and Common Stock may not be acceptable as collateral for a loan.
Because
We May Be Subject To The “Penny Stock” Rules, You May Have Difficulty In Selling Our Common Stock.
If
market activity develops for our common stock and our stock price is less than $5.00 per share, our stock may be subject to the
SEC’s penny stock rules. These rules impose additional sales practice requirements and restrictions on broker-dealers that
sell our stock to persons other than established customers and institutional accredited investors. The application of these rules
may affect the ability of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may
own. According to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns
include:
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Control
of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
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Manipulation of
prices through prearranged matching of purchases and sales and false and misleading press releases;
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“Boiler room”
practices involving high pressure sales tactics and unrealistic price projections by inexperienced salespersons;
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Excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and
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The
wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level,
along with the inevitable collapse of those prices with consequent investor losses.
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If
we are subject to penny stock rules, you may have difficulty selling your shares of Common Stock. For more information about penny
stocks, please visit http://www.sec.gov/answers/penny.htm.
ITEM
2. FINANCIAL INFORMATION.
We
are a pharmaceutical and nutraceutical company. A nutraceutical or 'bioceutical' is a pharmaceutical alternative which claims
physiological benefits. In the US, "nutraceuticals" are largely unregulated, as they exist in the same category as dietary
supplements and food additives by the FDA, under the authority of the Federal Food, Drug, and Cosmetic Act.
The
primary use for Nunzia is for autism, however, Nunzia also treats related disorders. Thus, the industry uses are broad. We
will be involved in the autism treatment industry, as well as the treatment of disorders such as fragile X, ADHD, and PTSD.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
The
following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the consolidated
results of operations and financial condition of Nunzia Pharmaceutical Company. The MD&A is provided as a supplement to, and
should be read in conjunction with the consolidated financial statements and the accompanying notes to the consolidated financial
statements included in this Form 10.
Our
discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.
Plan
of Operation
Results
of Operations
Year-end
for our Company is December 31, 2019; however, financials are complete through September 30, 2019. The figures below are compared
from December 31, 2019 to the September 30, 2019. The Company’s fiscal year ends December 31, 2019.
Revenue
To
date the Company has not generated revenue.
Total
Operating Expenses
Total
operating expenses for the year so far up until September 30, 2019, decreased from $2,807 to $1,307.
Other
Income
To
date, the Company has had no other income.
Liquidity
and Capital Resources
As
of September 3019, the Company had $0 cash on hand. The Company is a blank check company.
The
focus of our efforts is to compete the development of Nunzia, manufacture Nunzia, market Nunzia, and sell Nunzia. We will develop
other drugs in the future, but have no substantive plans to do so. Our efforts are solely focused on making the drug and the nutraceutical
product, Nunzia successful (note that these are technically two different products, one of which requires further FDA approval).
We own the rights to the Nunzia family of products, and anticipate merging in the near future with Cal Biotech, Inc., the original
owner of the intellectual property of the Nunzia products. We presently own no real property and have no intention of acquiring
any such property. Our primary anticipated expenses are comprised substantially of professional fees primarily related to our
reporting requirements, as well as garnering further FDA approvals for the Nunzia drug.
We
may have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional
capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit, or any other source.
Operating
Activities
Net
cash used in operating activities totaled $22,371 for the year ended September 30, 2019 as compared to $17,700 for the year ended
December 31, 2018.
Financing
Activities
Net
cash provided by financing activities totaled $20,100 for the year ended June 30, 2019, compared to $0 for the year ended June
30, 2018. During the year ended June 30, 2019, Global Private received proceeds of $20,100 for the purchase of stock.
Going
Concern Consideration
The
Company's consolidated 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
and allow it to continue as a going concern.
As
of September 30, 2019, we had no cash. Management recognizes that in order for us to meet our capital requirements,
and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public
equity investment in order to expand the range and scope of our business operations. We will seek access to private or public
equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms,
if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to
continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Contractual
Obligations
In
order to acquire the intellectual property for the Nunzia drug, Nunzia Pharmaceutical entered into an agreement with Cal Biotech,
Inc. Pursuant to this agreement, we changed our name to Nunzia Pharmaceutical and did a 7000 to 1 stock reversal. After completing
these activities, we are now in the process of issuing stock to Cal Biotech. Cal Biotech will receive one share of our company
for every share of their company. In essence Nunzia Pharmaceutical is merging with Cal Biotech, the original owner of the Nunzia
drug intellectual property.
Also,
on or about May 6, 2019, we entered into a consulting agreement with Pacific Advisors, LLC to assist us with FINRA issues. The
contract was for 250,000 shares of common stock valued at .005.
Off-Balance
Sheet Arrangements
On or
about October 22, 2017, our company entered into an agreement with Cal Biotech, Inc. to acquire the intellectual property for
the Nunzia drug, and to essentially merge with Cal Biotech. Nunzia Pharmaceutical has now completed its obligations of a name
change and a stock reversal, and now the merger with Cal Biotech is being finalized. The Company is now in a position to proceed
with the roll-out of the Nunzia drug, as well as the Nunzia nutraceutical. These activities have not been on the balance sheet
as they are just now being completed.
Critical
Accounting Policies
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Notes to the Consolidated Financial Statements describes the significant accounting policies
and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies
and taxes. Actual results could differ materially from those estimates.
New
Accounting Pronouncements
For
a discussion of new accounting pronouncements see Note 2, Summary of Significant Accounting Policies, of the condensed consolidated
financial statements appearing elsewhere in this Registration Statement on Form 10.
ITEM
3. PROPERTIES
The
Company has no principal plants and does not lease office space.
ITEM
4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of the date of this report by (i) all persons who are known by us to
beneficially own more than 5% of our outstanding shares of common stock, (ii) each director, director nominee, and Named
Executive Officer; and (iii) all executive officers and directors as a group: The Principle of LionsGate Funding Group LLC
and LionsGate Funding Management LLC is Sara P. Gonzales, she is not an officer nor a director.
Name
and Address of Beneficial Owner (1)
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Number
of shares Beneficially Owned (2)
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|
Percent
of Class Owned (2)
|
Directors
and Officers
|
|
|
|
|
|
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|
|
Michael
Mitsunaga
|
|
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12,975,000
|
|
|
|
5.53
|
%
|
Charles
Strongo
|
|
|
12,975,000
|
|
|
|
5.53
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%
|
All
Directors and Officers as a Group
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|
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25,950,000
|
|
|
|
11.06
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%
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5%
shareholders
|
|
|
|
|
|
|
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|
Lionsgate
Funding Group LLC
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|
141,748,000
|
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60.44
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%
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Charles
Strongo
|
|
|
12,975,000
|
|
|
|
5.53
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%
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Michael
Mitsunaga
|
|
|
12,975,000
|
|
|
|
5.53
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%
|
Lionsgate
Funding Management, LLC
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50,000,000
|
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|
21.13
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%
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Total
|
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|
217,698,000
|
|
|
|
92.82
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%
|
*
less than 1%
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|
|
|
|
|
|
|
|
(1) Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to
the shares of our common stock and except as indicated the address of each beneficial owner is 3651 Lindell Road, Suite D410,
Las Vegas, NV 89103
(2) Calculated
pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 56,116,358 shares of common stock issued
and outstanding on a fully diluted basis as of December 1, 2019. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding
which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating
the percentage owned by each other person listed. All the share amounts listed represent common stock held. No derivatives are
outstanding as the hate hereof.
ITEM
5. DIRECTORS AND EXECUTIVE OFFICERS
The
following table sets forth the names and ages of all of our directors and executive officers as of the date of this report. We
have a Board comprised of two members. Each director holds office until a successor is duly elected or appointed. Executive officers
serve at the discretion of the Board and are appointed by the Board. Also provided herein are brief descriptions of the business
experience of each of the directors and officers during the past five years, and an indication of directorships held by each director
in other companies subject to the reporting requirements under the Federal securities law.
Name
|
|
Age
|
|
Current
Position With Us
|
|
Director
or Officer Since
|
Michael
Mitsunaga
|
|
|
57
|
|
|
President
and Director
|
|
|
Richard
Johnson
|
|
|
85
|
|
|
CFO,
Treasurer and Director
|
|
August
1, 2019
|
Charles
Strongo
|
|
|
55
|
|
|
CEO,
Chairman, Director
|
|
August
1, 2019
|
Former
Officers and Directors
Biographical
Information
Set
forth below are the names of all of our directors and executive officers, all positions and offices held by each person, the period
during which each has served as such, and the principal occupations and employment of such persons during at least the last five
years, and other director positions held currently or during the last five years:
Current
Directors and Officers
Michael
Mitsunaga. Currently the President and CEO of Arizona Gold and Onyx Mining Company, Michael Mitsunaga has a wealth of international
and public company business experience. A true entrepreneur at heart, Mitsunaga began in the real estate industry after college.
While in the real estate business, Mitsunaga became known for creative financing. His knowledge of financing allowed him to branch
out to a myriad of business dealings in Asia and the Pacific. Michael became the President of North America for Union Pacific
Foods. While there, he built sales to millions of dollars a year. Returning to his entrepreneurial heart, started two companies,
TSM Recovery, Inc., and Automatic Medical Technologies Company. TSM is a thriving medical waste company; Automatic Medical owns
the right to a patented blood thinner warmer. While he continues to operate those companies, most recently, Mitsunaga has taken
over the management of Arizona Gold and Onyx Mining Company (now Nunzia Pharmaceutical).
Charles
Strongo, MBA. Mr. Strongo has 30 years’ experience in business management and operations with a proven track record
of increasing profitability in the health care industry and particularly in the in-vitro diagnostic industry. Mr. Strongo has
been in the in vitro diagnostic business for the past Twenty-Four years, having begun in 1995, the beginning of the “over-the
counter” in-vitro diagnostic industry and has managed annual budgets exceeding $500 million. Mr. Strongo has served as President
and Chief Executive Officer of EarlyDETECT, Inc. (EDI) since March, 2004. He was a member of the EDI Board of Directors from June
2002 until June 2009. Prior to that, Mr. Strongo served as the Chief Financial Officer for two years. Mr Strongo has owned and
operated his own successful FDA Approved diagnostic manufacturing facility. Mr. Strongo has a comprehensive knowledge of ISO and
FDA regulations and has prepared several companies for the ISO inspections. Mr. Strongo has filed more than twenty FDA 510K filings;
he has also worked on countless pharmaceutical filings. Mr. Strongo has prepared several companies for FDA inspections, under
FDA regulatory GMP guidelines. Mr. Strongo has cleared companies for ISO 13485 CDM in less than 6 months, a process that usually
takes a year. Mr. Strongo’s dynamic personality, keen understanding and extensive professional expertise, have enabled Mr.
Strongo to increase profitability for multiple companies domestically and internationally. Mr. Strongo established businesses
in foreign countries, including Canada, Brazil, China, South Africa, Russia, Taiwan, Mexico, Malaysia, Thailand, and the Philippines.
Mr. Strongo holds a BA/MBA in Business Management from National University.
Richard
Johnson. Mr. Johnson brings a wealth of experience at the senior executive levels in the areas of Corporate Finance,
Business Planning & Operations, R&D and Administration. His considerable strengths in the areas of Finance and Corporate
Administration will greatly assist the Company as it advances towards production. Mr. Johnson’s enviable record of achievements
at the executive level includes, CFO at Early Detect Inc. where he supervised the financial activities of the Company and its
subsidiaries over a span of 4.5 years. Previously, he held positions of Chief Financial Officer, General Manager and Director
in industry and also was a Senior Management and Finance Consultant to the manufacturing, retail, agriculture and service industries
for fifteen years as well as Program Control Director and Management Consultant with a major international Engineering and Construction
Corporation. Early in his career, Mr. Johnson spent eleven years with the U.S. Department of Energy, Las Vegas, where he had the
responsibilities of financial analysis, budgeting and Safety analysis in the areas of nuclear explosives internationally. Since
2010, Mr. Johnson has served as Chief Financial Officer and Director of WholeHealth Products, Inc. and Chief Financial Officer
of Arizona Gold and Onyx Mining Co.
All
of our directors are elected annually to serve for one year or until their successors are duly elected and qualified.
Family
Relationships and Other Matters
There
are no family relationships among or between any of our officers and directors.
Legal
Proceedings
None
of or directors or officers are involved in any legal proceedings as described in Regulation S-K (§229.401(f)).
ITEM
6. EXECUTIVE COMPENSATION
Our
Board is responsible for establishing the compensation and benefits for our executive officers. The Board reviews the performance
and total compensation package for our executive officers, and considers the modification of existing compensation and the adoption
of new compensation plans. The board has not retained any compensation consultants.
Summary
Compensation Table
The
following table sets forth information concerning compensation earned for services rendered to us by our executive officers who
were serving as executive officers during the fiscal years ended June 30, 2019 and 2018:
Name
and Principal Position
|
Year
Ended June 30,
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
All
Other Compensation ($)
|
Total
($)
|
Michael
Mitsunaga
President
and Director
|
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
Charles
Strongo
CEO,
and Secretary, Director
|
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
Richard
Johnson
CFO,
and Treasurer, and Director
|
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
Dr.
Shu Jie Cui, Corporate Science Office, Director
|
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
Employment
Agreements
We
currently have no employment agreements in place.
Outstanding
Equity Awards as Fiscal Year-End
None.
Payments
Upon Termination of Change in Control
There
are no understandings or agreements known by management at this time which would result in a change in control.
Compensation
of Directors
We
have provided no compensation to our directors for their services provided as directors.
ITEM
7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The
Company currently has no related party transactions that meet the thresholds defined in Regulation S-K 229.404.
We
expect that our board will adopt a written policy for the review of related party transactions. For purposes of the policy, a
related party transaction will include transactions in which (1) the amount involved in any consecutive 12-month period is more
than the lesser of (i) $120,000 or (ii) one percent of the Company’s average total assets at year-end in the prior two completed
fiscal years, (2) the Company is a participant, and (3) any related party has a direct or indirect material interest. The policy
is expected to define a “related party” to include directors, nominees for director, executive officers, beneficial
owners of more than 5% of the Company’s outstanding common stock and their respective immediate family members. Pursuant
to the policy, all related party transactions must be approved by the Company’s board of directors or, in the event of an
inadvertent failure to bring the transaction to the board, ratified by the board. In the event that a member of the board has
an interest in a related party transaction, the transaction must be approved or ratified by the disinterested members of the board.
In deciding whether to approve or ratify a related party transaction, the board will consider the following factors:
|
·
|
Whether
there are demonstrable business reasons for the Company to enter into the transaction;
|
|
·
|
Whether
the transaction would impair the independence of an outside director under the Company’s
direction independence standards; and
|
|
·
|
Whether
the transaction would present an improper conflict of interest for any director or executive
officer, taking into account the size of the transaction, the overall financial position
of the related party, the direct or indirect nature of the related party’s interest
in the transaction and the ongoing nature of any proposed relationship, and any other
factors the committee deems relevant.
|
Independent Directors
We
are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of
any such exchange, including those related to the independence of directors. However, Our Board considers that a director is independent
when the director is not an officer or employee of the Company, does not have any relationship which would, or could reasonably
appear to, materially interfere with the independent judgment of such director, and the director otherwise meets the independence
requirements under the listing standards of FINRA and the rules and regulations of the SEC. Our Board has reviewed the materiality
of any relationship that each of our directors has with the Company, either directly or indirectly.
Promoters
and Certain Control Persons
The
Lionsgate Financial group of companies should be considered a control person. The Lionsgate companies control the vast majority
of our shares. They have the right to nominate the board members. They are working closely with us with regard to financing,
marketing, and basic development of the Nunzia drug.
List
of Parents
None.
ITEM
8. LEGAL PROCEEDINGS
At
this time, there are no pending legal proceedings to which the Company is a party or as to which any of its property is subject,
and no such proceedings are known to the Company to be threatened or contemplated against it.
ITEM
9. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
Our
common stock is quoted on the OTC Pink tier (the “OTCPink”) under the symbol “”.
The
following table sets forth the high and low bid quotations of our common stock for each quarter during the last year as reported
by the OTCPink:
|
|
2019
|
|
|
High
|
|
Low
|
First Quarter
(Jan 1 –)
|
|
$
|
18.50
|
|
|
|
5.55
|
|
Second Quarter (October
1 – December 31)
|
|
$
|
10.00
|
|
|
|
7.50
|
|
Third Quarter (January
1 – March 31)
|
|
$
|
25.00
|
|
|
|
5.38
|
|
Fourth Quarter (April
1 – June 30)
|
|
$
|
25.00
|
|
|
|
5.00
|
|
The
market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results,
general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations,
as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless
of our actual or projected performance.
On
October 22, 2017, the Board of Directors authorized a one for seven thousand (1:7000) reverse stock split which became effective
on December 4, 2019. All share amounts contained in this Annual Report reflect this reverse split.
Holders
Our
Certificate of Incorporation authorizes the issuance of up to 1,000,000,000 shares of common stock, par value $0.001 per share
and 100,000 shares of preferred stock, par value $0.001 per share. As of the date of this Annual Report, there were 557 stockholders
of record holding an aggregate of 234,519,321 shares of common stock (this number does not include stockholders who hold their
stock through brokers, banks and other nominees). 100,000 shares of preferred stock (Class B) have also been issued.
Transfer
Agent
The
transfer agent of our common stock is Pacific Stock Transfer, having an office at 6725 Via Austin Pkwy., Suite 300, Las Vegas,
NV 89119; their phone number is (702) 361-3033.
Dividend
Policy
We
have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund
the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable
future.
Penny
Stock
Up
until recently, our Company was a penny stock, and was trading under $5.00 per share; however, because of the recent stock reversal,
our stock is above the $5.00 share, and no longer meets the penny stock threshold. Nevertheless, because our stock has been trading
for so long as a penny stock, out of an abundance of transparency, readers should be aware of the penny stock rules.
Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special
written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written
agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the
secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers
by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their
market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect the ability of our stockholders to resell our common stock.
Securities
Authorized for Issuance under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities
None.
ITEM
10. RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM
11. DESCRIPTION OF SECURITIES TO BE REGISTERED
General
On
October 22, 2017, the Company filed with the Utah Secretary of State to affect a 1-for-7000 reverse split of its common stock
(the “Reverse Split”).
On
January 31, 2019, the Company amended its Articles with the Utah Secretary of State to increase the number of authorized shares
of its common stock from 500,000,000 to 1,000,000,000 (the “Increase in Authorized Shares”).
Subsequent
to the Increase in Authorized Shares, on December 4, 2019, the Company changed its name and did a 7000:1 stock reversal. After
the name change and stock reversal, the Company issued common stock in the amount of 234,500,000 shares. These are the shares
being registered with this Form 10.
Common
Stock
Each
holder of our common stock will be entitled to one vote for each share on all matters to be voted upon by the common stockholders,
and there will be no cumulative voting rights. To be elected in an uncontested election for Board members, a director nominee
must receive more votes “for” than “against” by shares present in person or by proxy and entitled to vote.
In a contested election for Board members, the Board members are elected by a plurality of shares present in person or by proxy
and entitled to vote.
Subject
to any preferential rights of any outstanding preferred stock, holders of our common stock will be entitled to receive ratably
the dividends, if any, as may be declared from time to time by its board of directors out of funds legally available for that
purpose. If there is a liquidation, dissolution or winding up of the Company, holders of its common stock would be entitled to
ratable distribution of its assets remaining after the payment in full of liabilities and any preferential rights of any then
outstanding preferred stock.
Holders
of our common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or
sinking fund provisions applicable to the common stock. After the distribution, all outstanding shares of the Company’s
common stock will be fully paid and non-assessable. The rights, preferences and privileges of the holders of our common stock
are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the
Company may designate and issue in the future.
Preferred
Stock
The
Company has issued 100,000 shares of preferred stock (Class B stock). The Company’s board of directors will have the discretion,
subject to limitations prescribed by the NRS and by the Articles, to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series
of preferred stock. The Class B shareholders have the right to elect a majority of the Board of Directors.
Convertible
Instruments
The
Company does not have any convertible instruments.
Promissory
Notes
The
Company does not have any promissory notes.
Secured
Investor Notes
None.
Warrants
None.
ITEM
12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Title
16, Section 907 Utah Code: Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
|
1.
|
16-6a-907. Indemnification
of officers, employees, fiduciaries, and agents.
Unless a nonprofit corporation's articles of incorporation provide otherwise:
(1) to the same extent as a director, an officer of the nonprofit corporation is entitled
to:
(a) mandatory indemnification under Section 16-6a-903; and
(b) apply for court-ordered indemnification under Section 16-6a-905;
(2) a nonprofit corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent of the nonprofit corporation to the same extent as to a director;
and
(3) a nonprofit corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent who is not a director to a greater extent if:
(a) not inconsistent with public policy; and
(b) provided for by:
(i) its articles of incorporation or bylaws;
(ii) general or specific action of its board of directors; or
(iii) contract.
|
ITEM
13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item
1. Financial Statements
ARIZONA
GOLD AND ONYX MINING COMPANY
|
|
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
September
30,
|
|
December
31,
|
|
|
2019
|
|
2018
|
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
Current
assets
|
|
|
|
|
Prepaid expenses
|
$ -
|
|
$ -
|
Total
assets
|
$ -
|
|
$ -
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Accounts payable and accrued liabilities
|
$ 65,411
|
|
$ 62,490
|
|
Related party advances
|
227,927
|
|
208,477
|
|
Related
party promissory note
|
23,000
|
|
23,000
|
Total
current liabilities
|
316,338
|
|
293,967
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
Stockholders'
deficit
|
|
|
|
|
Common
stock; Class A, $0.001 par value, 500,000,000 shares authorized, 126,859,077 shares issued and outstanding at September 30,
2019 and December 31, 2018
|
126,859
|
|
146,859
|
|
Common
stock; Class B, $0.001 par value, 100,000 shares authorized, 61,000 shares issued and outstanding at September 30, 2019 and
December 31, 2018
|
61
|
|
61
|
|
Additional paid-in capital
|
(123,690)
|
|
(143,690)
|
|
Retained deficit
|
(319,568)
|
|
(297,197)
|
Total
stockholders' deficit
|
(316,338)
|
|
(293,967)
|
Total
liabilities and stockholders' deficit
|
$ -
|
|
$ -
|
|
|
|
|
|
(See
accompanying notes to unaudited consolidated financial statements)
|
ARIZONA
GOLD AND ONYX MINING COMPANY
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
|
|
|
|
|
FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended September 30,
|
|
Nine
Months Ended September 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$ -
|
|
$ -
|
|
$ -
|
|
$ -
|
|
|
|
|
|
|
|
|
|
Operating
expense
|
|
|
|
|
|
|
|
|
General and administrative
|
1,307
|
|
2,807
|
|
22,371
|
|
26,366
|
Total
operating expense
|
1,307
|
|
2,807
|
|
22,371
|
|
26,366
|
Loss from
operations
|
(1,307)
|
|
(2,807)
|
|
(22,371)
|
|
(26,366)
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
Gain from the forgiveness of accounts payable
|
-
|
|
-
|
|
-
|
|
8,596
|
total
other income (expense)
|
-
|
|
-
|
|
-
|
|
8,596
|
Net loss
|
$ (1,307)
|
|
$ (2,807)
|
|
$ (22,371)
|
|
$ (17,770)
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted Loss per Common Share
|
$ (0.00)
|
|
$ (0.00)
|
|
$ (0.00)
|
|
$ (0.00)
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding - basic and diluted
|
126,859,077
|
|
146,859,077
|
|
134,438,986
|
|
146,859,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to unaudited consolidated financial statements)
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not
applicable
Item 15. Financial Statements and Exhibits
|
ARIZONA
GOLD AND ONYX MINING COMPANY
|
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid-in Capital
|
|
Retained
Deficit
|
|
Total
Stockholders' Deficit
|
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2019
|
|
Class
A Common Stock
|
|
Class
B Common Stock
|
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
Balance, December 31, 2018
|
146,859,077
|
|
146,859
|
|
61,000
|
|
61
|
|
(143,690)
|
|
(297,197)
|
|
(293,967)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for three months
ended March 31, 2019
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,257)
|
|
(6,257)
|
Balance, March 31, 2019
|
146,859,077
|
|
146,859
|
|
61,000
|
|
61
|
|
(143,690)
|
|
(303,454)
|
|
(300,224)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cncellation of 20,000,000 return Class A Shares
|
(20,000,000)
|
|
$ (20,000)
|
|
|
|
|
|
$ 20,000
|
|
|
|
-
|
Net loss for three months
ended June 30, 2019
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(14,807)
|
|
(14,807)
|
Balance, June 30, 2019
|
126,859,077
|
|
$ 126,859
|
|
61,000
|
|
61
|
|
(123,690)
|
|
(318,261)
|
|
(315,031)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for three months
ended September 30, 2019
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,307)
|
|
(1,307)
|
Balance, September 30, 2019
|
126,859,077
|
|
$ 126,859
|
|
$ 61,000
|
|
$ 61
|
|
$ (123,690)
|
|
$ (319,568)
|
|
$ (316,338)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
146,859,077
|
|
146,859
|
|
61,000
|
|
61
|
|
(143,690)
|
|
(278,621)
|
|
(275,391)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for three months
ended March 31, 2018
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(10,666)
|
|
(10,666)
|
Balance, March 31, 2018
|
146,859,077
|
|
146,859
|
|
61,000
|
|
61
|
|
(143,690)
|
|
(289,287)
|
|
(286,057)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for three months
ended June 30, 2018
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(4,297)
|
|
(4,297)
|
Balance, June 30, 2018
|
146,859,077
|
|
146,859
|
|
61,000
|
|
61
|
|
(143,690)
|
|
(293,584)
|
|
(290,354)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for three months
ended September 30, 2018
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,807)
|
|
(2,807)
|
Balance, September 30, 2018
|
146,859,077
|
|
$ 146,859
|
|
$ 61,000
|
|
$ 61
|
|
$ (143,690)
|
|
$ (296,391)
|
|
$ (293,161)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See
accompanying notes to unaudited consolidated financial statements)
|
ARIZONA
GOLD AND ONYX MINING COMPANY
|
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
|
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months Ended September 30,
|
|
|
|
2019
|
|
2018
|
Cash flows
from operating activities
|
|
|
|
|
Net loss
|
$ (22,371)
|
|
$ (17,770)
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
Increase (decrease) in prepaid expenses
|
-
|
|
-
|
|
|
Increase (decrease) in accounts payable and
accrued expenses
|
2,921
|
|
(7,313)
|
|
|
Increase in related party advances
|
19,450
|
|
25,083
|
|
Net cash flows from operating activities
|
-
|
|
-
|
|
|
|
|
|
|
Change
in cash and cash equivalents
|
-
|
|
-
|
|
|
|
|
|
|
Cash and
cash equivalents at beginning of period
|
-
|
|
-
|
|
|
|
|
|
|
Cash and
cash equivalents at end of period
|
$ -
|
|
$ -
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
Interest paid in cash
|
$ -
|
|
$ -
|
|
Income taxes paid in cash
|
$ -
|
|
$ -
|
|
|
|
|
|
|
(See
accompanying notes to unaudited consolidated financial statements)
ARIZONA GOLD AND ONYX MINING COMPANY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share
Basis
of Presentation
The accompanying
unaudited interim consolidated financial statements of Arizona Gold and Onyx Mining Company and Subsidiaries (the “Company”)
as of September 30, 2019, and for the three and nine months ended September 30, 2019 and 2018, include the accounts of the Company
and its non-operating subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United
States of America (“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Article
8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted.
The preparation
of consolidated financial statements in conformity with U.S. 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 consolidated
financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those
estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management,
the accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial
statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s
financial position as of September 30, 2019, results of operations for the three and nine months ended September 30, 2019 and
2018, and stockholders equity and cash flows for the nine months ended September 30, 2019 and 2018. The Company did not record
an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period
are not necessarily indicative of the results of operations for the entire year.
Organization
Our Company’s
name is Nunzia Pharmaceutical Corporation. 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.NunziaPharma.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.
Company had filed a S8 on July 30th 2010 without the
eligibility to file the S8 and henceforth company filed a cancellation of all S8 shares and withdrew the S8 filing as requested
by FINRA/SEC on April 13, 2019 the Board of Directors unanimously voted to cancel all 20,000,000 shares of common stock which
had been registered with the Securities and Exchange Commission on Form S-8. On May 6, 2019 the transfer agent for the Company
cancelled all such shares and they were returned to the Treasury, The company performed these action as soon as it was informed
that it was incorrect and was not eligible to file the S8 on July 30th 2010. The correction was made and accepted by FINRA/SEC
on December 5, 2019.
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.NunziaPharma.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 September 30, 2019, the Company had an accumulated deficit of $319,658. 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.
Recent
Accounting Standards
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.
In February
2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a
new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases,
including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative
and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption
is permitted. The Company has determined that the adoption of ASU 2016-02 did not have an impact on its consolidated financial
statements.
The Company
reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the
Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes
merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant
impact on the financial statements.
Earnings
(Loss) Per Share
The Company
presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss)
by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the
weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included
the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive.
Following
is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2019 and 2018:
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
September
30,
|
|
September
30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss available
to common stockholders'
|
|
$
|
(1,307
|
)
|
|
$
|
(2,807
|
)
|
|
$
|
(22,371
|
)
|
|
$
|
(17,770
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
number of common shares outstanding
|
|
|
126,859,077
|
|
|
|
146,859,077
|
|
|
|
134,438,986
|
|
|
|
146,859,077
|
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
NOTE
2 – Current Liabilities
Accounts
Payable and Accrued Expenses
During
the year ended December 31, 2010, the Company received funds from various third parties totaling $40,000 which were used for operating
expenses and remain unpaid through September 30, 2019 and December 31, 2018. Accounts payable and accrued expenses increased each
year from 2011 through September 30, 2019 primarily due to stock agent fees and legal and professional 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 September 30, 2019
no reimbursements of related party advances were made to any related party due to the lack of funding. Related party advances
grew by $0 and $19,450 during the three and nine months ended September 30, 2019, respectively.
Related
Party Promissory Note
On
April 8, 2010, $34,500 of a promissory note was held by the present President, default April 26, 2011. Note is still in
default.
NOTE
3 – Preferred and Common Stock
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 126,859,077 shares are issued and outstanding as of September
30, 2019 and December 31, 2018.
On April
23, 2019, the Board canceled 20,000,000 Class A common shares that were returned.
The Company
has 100,000 shares of Class B Common Stock authorized of which 61,000 shares are issued and outstanding as of September 30, 2019
and December 31, 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.
NOTE
4 – Subsequent Events
Management
has reviewed material events subsequent of the period ended September 30, 2019 and prior to the filing of financial statements
in accordance with FASB ASC 855 “Subsequent Events”.
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