Quarterly Report (10-q)

Date : 05/31/2019 @ 6:14PM
Source : Edgar (US Regulatory)
Stock : Arizona Gold And Onyx Mining Co. (PC) (VGCP)
Quote : 0.0038  0.0 (0.00%) @ 1:13PM

Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2019

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Commission file number 333-127953

 

ARIZONA GOLD AND ONYX MINING COMPANY
(Exact name of registrant as specified in its charter)

 

Utah   87-0442090
(State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.)
     
1627 West 14 th Street, Long Beach, CA      90813
(Address of principal executive offices)   (Zip Code)

 

(714) 609-9117
(Registrant's telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)  
Smaller reporting company Emerging Growth Company

 

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act): Yes ☒ No ☐

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

As of May 23, 2019, the registrant had 146,859,077 shares of its common stock, par value $0.001 per share, issued and outstanding.

 

 

 

 

 

ARIZONA GOLD AND ONYX MINING COMPANY

FORM 10-Q

For The Quarter Ended March 31, 2019

 

TABLE OF CONTENTS

 

    Page #  
PART I - FINANCIAL INFORMATION      
         
Item 1. Financial Statements      
  Consolidated Balance Sheets     2  
  Consolidated Statements of Operations     3  
  Consolidated Statements of Stockholders’ Equity     4  
  Consolidated Statements of Cash Flows     5  
  Notes to Consolidated Financial Statements     6  
           
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations     10  
           
Item 3. Quantitative and Qualitative Disclosures About Market Risk     13  
           
Item 4. Controls and Procedures     13  
           
PART II - OTHER INFORMATION
         
Item 1. Legal Proceedings     14  
           
Item 1A. Risk Factors     14  
           
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds     14  
           
Item 6. Exhibits     14  
           
Signatures     15  

 

  1  

 

 

PART I

Item 1. Financial Statements

 

ARIZONA GOLD AND ONYX MINING COMPANY        
CONSOLIDATED BALANCE SHEETS        
         
    March 31,   December 31,
    2019   2018
    (Unaudited)    
ASSETS                
Current assets                
Total assets   $ —       $ —    
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
                 
Current liabilities                
Accounts payable and accrued liabilities   $ 63,297     $ 62,490  
Related party advances     213,927       208,477  
Related party promissory note     23,000       23,000  
Total current liabilities     300,224       293,967  
                 
Commitments and contingencies                
                 
Stockholders' deficit                
Common stock; Class A, $0.001 par value, 500,000,000 shares authorized, 146,859,077 shares issued and outstanding at March 31, 2019 and December 31, 2018     146,859       146,859  
Common stock; Class B, $0.001 par value, 100,000 shares authorized, 61,000 shares issued and outstanding at March 31, 2019 and December 31, 2018     61       61  
Additional paid-in capital     (143,690 )     (143,690 )
Retained deficit     (303,454 )     (297,197 )
Total stockholders' deficit     (300,224 )     (293,967 )
Total liabilities and stockholders' deficit   $ —       $ —    
                 
                 
(See accompanying notes to unaudited consolidated financial statements)

 

 

 

  2  

 

 

ARIZONA GOLD AND ONYX MINING COMPANY        
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)        
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018        
         
    Three Months Ended March 31,
    2019   2018
         
         
Revenue   $ —       $ —    
                 
Operating expense                
  General and administrative     6,257       19,262  
Total operating expense     6,257       19,262  
Loss from operations     (6,257 )     (19,262 )
                 
Other income (expense)                
Gain from the forgiveness of accounts payable     —         8,596  
total other income (expense)     —         8,596  
Net loss   $ (6,257 )   $ (10,666 )
                 
Basic and Diluted Loss per Common Share   $ (0.00 )   $ (0.00 )
                 
Weighted average number of common shares outstanding - basic and diluted     146,859,077       146,859,077  
                 
                 
(See accompanying notes to unaudited consolidated financial statements)

 

 

  3  

 

 

ARIZONA GOLD AND ONYX MINING COMPANY                    
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)                
                             
FOR THE THREE MONTHS ENDED MARCH 31, 2019                            
    Class A Common Stock   Class B Common Stock   Additional   Retained   Total Stockholders'
    Shares   Amount   Shares   Amount   Paid-in Capital   Deficit   Deficit
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 )
                                                         
                                                         
FOR THE THREE MONTHS ENDED MARCH 31, 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 )

 

(See accompanying notes to unaudited consolidated financial statements)

  4  

 

 

ARIZONA GOLD AND ONYX MINING COMPANY        
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)            
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018            
             
    Three Months Ended March 31,
    2019   2018
Cash flows from operating activities                
Net loss   $ (6,257 )   $ (10,666 )
Adjustments to reconcile net loss to net cash flows from operating activities                
Gain due to forgiveness of accounts payable     —         (8,596 )
Changes in operating assets and liabilities:                
Increase (decrease) in prepaid expenses     —         —    
Increase (decrease) in accounts payable and accrued expenses     807       (331 )
Increase in related party advances     5,450       19,593  
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)


  5  

 

ARIZONA GOLD AND ONYX MINING COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – Summary of Significant Accounting Policies 

 

Basis of Presentation

 

The unaudited consolidated financial statements of Arizona Gold and Onyx Mining Company (the “Company”) as of March 31, 2019, and for the three months ended March 31, 2019 and 2018, have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial reporting and include the Company’s subsidiaries. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. 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 Arizona Gold and Onyx Mining Company. The Company was incorporated on November 12, 1986, in the state of Utah under the name of Silver Harvest, Inc. In February 1990, the Company amended its Articles of Incorporation to change its name to Viking Capital Group, Inc. In June 2010, the Company changed its name to its name to Arizona Gold and Onyx Mining Company. On February 1, 2018, the Company changed its name to its name to Nuzia Pharmaceutical Corporation in anticipation of completion of a merger with California Biotech, Inc., owner of www.NunziaPharmaceutical.com. Due to lack of FINRA approval of the name change to Nunzia Pharmaceutical Corporation, on April 17, 2019, the Company changed its name back to Arizona Gold and Onyx Mining Company. The proposed transaction has not been consummated.

 

In February 2007, the company fell into default status after abandoning its business plan and for failing to file and pay annual fees to the State of Utah. On May 21, 2009, the Third District Court, in and for Salt Lake County, State of Utah, appointed a custodian to the Company. The custodian reestablished the Company in good standing, but did not resume operations. The Company was seeking an operating company with which to merge or to acquire.

 

On October 5, 2009, the court appointed custodian reverse split (1-for-10) the outstanding Class B Common shares of 100,000 to 10,000 shares and issued a new certificate for 51,000 Class B Common shares to Joseph Arcaro, former CEO, bringing the total outstanding Class B Common shares of 61,000.

 

On October 6, 2009, the Company affected a reverse split of 1:300 resulting in the reduction of Class A Common Stock outstanding from 112,410,467 to approximately 375,000 shares.

 

On April 23, 2010, the Company filed Form 15 to suspend the Company’s reporting requirements under the Securities Exchange Act of 1934, as amended.

 

On May 21, 2010, the Company affected a reverse split of 1-for 10 resulting in the reduction of Class A Common Stock outstanding to 89,077 shares.

 

On June 21, 2010, the Company issued 12,000,000 shares of Class A Common Stock in exchange for $5,000 of debt bringing the total issued and outstanding Class A Common Stock to 12,089,077 shares.

 

On June 28, 2010, the Company and Gold & Onyx Mining Company (“GOMC”) closed, a Securities Exchange Agreement (the “Merger”). Pursuant to the terms of the Merger, the Company changed its corporate name from Viking Capital Group, Inc. to Arizona Gold & Onyx Mining Company (“AGOMC”), and issued 131,000,000 shares to the shareholders of GOMC such that GOMC shareholders acquired approximately 91.6% of the total 143,089,077 shares of Class A Common Stock outstanding after the Merger.

 

  6  

 

The terms and conditions of the Merger gave rise to reverse merger accounting whereby Gold & Onyx Mining Company was deemed the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of Gold & Onyx Mining Company prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of Gold & Onyx Mining Company.

 

In the purchase of GOMC by AGOMC, all seven subsidiaries of AGOMC became part of the combined corporation. These subsidiaries were: A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All of these subsidiaries have had their charters suspended or revoked and have been inactive for several years.

 

On October 22, 2017, the Company and California Biotech, Inc., owner of www.NunziaPharmaceutical.com, entered into a Merger and Consolidation Agreement (the “MCA”). In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split (The Company filed with FINRA to approve the corporate action which is pending as of the date of this report) and amended its articles changing its name to Nunzia Pharmaceutical Corporation. A closing condition of the MCA is bringing the Company current with its SEC reporting requirements. Upon closing, the MCA provides for the Company to issue a single share for each single share of California Biotech, Inc. outstanding.

 

Going Concern

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of March 31, 2019, the Company had an accumulated deficit of $303,454. 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.

 

Applicable Accounting Guidance

 

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.

 

  7  

 

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 months ended March 31, 2019 and 2018:

 

    Three Months Ended
    March 31,
    2019   2018
Basic and Diluted EPS Computation                
Numerator:                
Loss available to common stockholders'   $ (6,257 )   $ (10,666 )
Denominator:                
Weighted average number of common shares outstanding     146,859,077       146,859,077  
Basic and diluted EPS   $ (0.00 )   $ (0.00 )

 

NOTE 2 – Current Liabilities

 

Accounts Payable and Accrued Expenses

 

During the year ended Decemner 31, 2010, the Company received funds from various third parties totaling $40,000 which were used for operating expenses and remain unpaid through March 31, 2019 and December 31, 2018. Accounts payable and accrued expenses increased each year from 2011 through March 31, 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 March 31, 2019 no reimbursements of related party advances were made to any related party due to the lack of funding. Related party advances grew by $5,450 during the three months ended March 31, 2019.

 

Related Party Promissory Note

 

On May 9, 2009, the Company issued a non-interest bearing promissory note to our current CEO in exchange for services. The note matured on May 5, 2010 and is currently 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.

 

  8  

 

Common Stock

 

The Company has 500,000,000 shares of Class A Common Stock authorized of which 146,859,077 shares are issued and outstanding as of March 31, 2019 and December 31, 2018.

 

The Company has 100,000 shares of Class B Common Stock authorized of which 61,000 shares are issued and outstanding as of March 31, 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 March 31, 2019 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”.

 

  9  

 

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

 

Forward-Looking Statements

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report filed on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

 

This discussion and analysis should be read in conjunction with the accompanying unaudited interim consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the unaudited interim consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies us believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments, are outlined below in "Critical Accounting Policies," and have not changed significantly.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as information relating to Arizona Gold and Onyx Mining Company and its subsidiaries that is based on management's exercise of business judgment and assumptions made by and information currently available to management. Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. When used in this document and other documents, releases and reports released by us, the words "anticipate," "believe," "estimate," "expect," "intend," "the facts suggest" and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. Actual events, transactions and results may materially differ from the anticipated events, transactions or results described in such statements. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward looking statements and unknown, unidentified or unpredictable factors could materially and adversely impact our future results. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to our forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Several of these factors include, without limitation:

 

  10  

 

  · our ability to meet requisite regulations or receive regulatory approvals in the United States, and our ability to retain any regulatory approvals that we may obtain; and the absence of adverse regulatory developments in the United States and abroad;
  · new entrance of competitive products or further penetration of existing products in our markets;
  · the effect on us from adverse publicity related to our products or the company itself; and
  · any adverse claims relating to our intellectual property.

 

The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by us. The reader is cautioned that no statements contained in this Form 10-Q should be construed as a guarantee or assurance of future performance or results. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks described in this report and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

 

Overview

 

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.

 

We are now considered a blank check company. The U.S. Securities and Exchange Commission (the "SEC") defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"), we also qualify as a "shell company," because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

 

Plan of Operation

 

Our current business plan is to identify and negotiate with a business target for the merger of that entity with and into our company. In certain instances, a target company may wish to become a subsidiary of ours or may wish to contribute or sell assets to us rather than to merge. No assurances can be given that we will be successful in identifying or negotiating with any target company. We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.

 

  11  

 

A business combination with a target company normally will involve the transfer to the target company of the majority of our issued and outstanding common stock, and the substitution by the target company of its own management and board of directors. No assurances can be given that we will be able to enter into a business combination, or, if we do enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.

 

On October 22, 2017, the Company and California Biotech, Inc., owner of www.NunziaPharmaceutical.com, entered into a Merger and Consolidation Agreement (the “MCA”). In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split (The Company filed with FINRA to approve the corporate action which is pending as of the date of this report) and amended its articles changing its name to Nunzia Pharmaceutical Corporation. A closing condition of the MCA is bringing the Company current with its SEC reporting requirements. Upon closing, the MCA provides for the Company to issue a single share for each single share of California Biotech, Inc. outstanding.

 

Results of Operations

 

Three Months Ended March 31, 2019 Compared with the Three Months Ended March 31, 2018

 

Operating Expenses

 

General and Administrative

 

General and administrative (“G&A Costs”) costs primarily relate to professional fees and public company costs. G&A Costs decreased $13,005 from $19,262 incurred during the three months ended March 31, 2018 to $6,257 incurred during the three months ended March 31, 2019. Costs decreased due to $12,400 less in legal fees and the absence of $4,000 of expense related to fees charged by the OTC Markets group offset by a $4,500 increase in accounting fees.

 

Other Income (Expense)

 

During the three months ended March 31, 2018, the Company negotiated the settlement of past fees owed to our transfer agent resulting in a gain from the forgiveness of accounts payable of $8,596.

 

Liquidity and Capital Resources

 

As of March 31, 2019, we had $0 in cash. The Company is a blank check company.

 

The focus of our efforts is to acquire or develop an operating business. Despite no active operations at this time, management intends to continue in business and has no intention to liquidate the Company. We have considered various business alternatives including the possible acquisition of an existing business. Management has invested time evaluating several proposals for possible acquisition or combination. We presently own no real property and have no intention of acquiring any such property. Our primary expected expenses are comprised substantially of professional fees primarily related to our reporting requirements.

 

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 sources.

 

Fair Value of Financial Instruments and Risks

 

The carrying value of accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s notes payable and accrued interest due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

  12  

 

Recently Issued Accounting Standards

 

See Note 1 to our Unaudited Consolidated Financial Statements for more information regarding recent accounting standards and their impact to our consolidated results of operations and financial position.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

At the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures. As defined under Sections 240.13a-15(e) and 240.15d-15(e) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officer, to allow timely decisions regarding required disclosure.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO have determined and concluded that, as of the end of the period covered by this report, the Company’s internal control over financial reporting was not effective. 

 

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of the end of the period covered by this report: 

 

The Company does not have policies and procedures or accounting systems in place to ensure the timely review, disclosure and accurate financial reporting for significant agreements and transactions.

 

The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.

 

Due to our small size, we were not able to immediately take any action to remediate these material weaknesses. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein, we believe that our financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

 

Changes in Internal Control over Financial Reporting

 

  13  

 

 

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

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

 

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

 

None.

 

Item 6. Exhibits

 

  Exhibit No.   Description of Exhibit
31.1   Certification of the Principal Executive Officer pursuant to Rule 13a-14(a).*
31.2   Certification of the Principal Financial Officer pursuant to Rule 13a-14(a).*
32.1   Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
     
101.INS   XBRL Instance Document**
101.SCH   XBRL Taxonomy Extension - Schema Document**
101.CAL   XBRL Taxonomy Extension - Calculation Linkbase Document**
101.DEF   XBRL Taxonomy Extension - Definition Linkbase Document**
101.LAB   XBRL Taxonomy Extension - Label Linkbase Document**
101.PRE   XBRL Taxonomy Extension - Presentation Linkbase Document**
           

_______________

* Filed herewith.  

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
  14  

 

 

SIGNATURES

 

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Arizona Gold and Onyx Mining Company

(Registrant)

 

Date: May 30, 2019

  /s/ Michael Mitsunaga
   
  Name:       Michael Mitsunaga
  Title:        Chief Executive Officer
  (Principal Executive Officer)

 

 

Date: May 30, 2019 By:

 

   

/s/ Richard Johnson

   
  Name:       Richard Johnson
  Title:        Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer)

 

 

 

  15  

 

 

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