Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCWASHINGTON, D.C. 20549

FORM 10-K

[X]☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2005, 2021

Or

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

For the transition period from _____________________ to _____________________

Commission File Number: file number 000-22744

NUNZIA PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

714-609-9117(714)609-9117

(Registrant’s telephone number, including area codecode)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ]  YES      [ x]   NO Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ]  YES      [x]   NO Yes ☐ No ☒

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

[ ]  YES    [X ]   NO 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 ☒

[ ]  YES    [x]   NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]  YES    [x]   NO ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer,” “accelerated filer”," "non-accelerated filer," “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.

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 has filed a report on an attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)Act.). [ ] YES [X ] NOYes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock on June 30, 2021, as reported on the OTC Markets Group Inc. Pink tier the (“OTCPink”) was $23,022,821.

Indicate the numberAs of April 11, 2022 there were 434,119,578shares outstanding of each of the issuer’s classes ofregistrant’s common stock as of May 8, 2018 is 112,410,467 shares.outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANTORY NOTE:

The current management submitting the following unaudited financial statements were not employed by the Company nor Board members for the financial periods presented below. The current Board of Directors in the best interests of the Shareholders chooses to file the necessary reporting obligations as a Voluntary Reporting Company. These unaudited financial reports are prior to the filing of the FORM 15 dated April 23, 2010 with the SEC. The information is to the best of managements knowledge and efforts at the time of the filing.

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.

TABLE OF CONTENTS

Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.  All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, any statements concerning proposed new products or strategic arrangements, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing.  In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “intends”, or “continue” or the negative thereof or other comparable terminology.  Although the Company and its management believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements.  The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including but not limited to the Risk Factors set forth under Item 1A, and for the reasons described elsewhere in this report. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof, and we assume no obligation to update these forward-looking statements or reasons why actual results might differ.

PART I

Forward-Looking Statements

This Annual Report on Form 10-K contains forward looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements contained in this Report speak only as of the date of this report, may be based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and factors that may cause actual results to be materially different from those discussed in these forward-looking statements. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Accordingly, you are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.

All references to “we,” “us,” or “our” refer to Nunzia Pharmaceutical Company and its consolidated subsidiaries.

Item

ITEM 1. BusinessBUSINESS

OverviewBackground

Arizona Gold and Onyx MiningNunzia Pharmaceutical Company (the “Company”“Company”), was incorporated on November 12, 1986, as ain the state of Utah business corporation under the name of Silver Harvest, Inc. to transact any business authorized under the general corporation law of Utah. In February 1990, the Company amended its Articles of Incorporation to change its name to Viking Capital Group, Inc. and inIn June 2010, the Company changedamended its Articles of Incorporation to change its name to its current name to Arizona Gold and Onyx Mining Company.

Since its inception, On February 1, 2018, the Company derivedamended its Articles of Incorporation to change its name to Nunzia Pharmaceutical Corporation in anticipation of completion of a merger with Cal-Biotech, Inc. (A Wyoming Corporation), owner of www.NunziaPharmaceutical.com.

On October 22, 2017, the Company and Cal-Biotech, Inc. (“Cal-Biotech”) 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, which took effect on December 4, 2019, and amended its articles changing its name to Nunzia Pharmaceutical Company. On December 13, 2020, the Company agreed to issue 284,500,000 shares pursuant to MCA (the “MCA Shares”). Of the shares issued, 1) 248,270,000 were to be issued to LionsGate Funding Group LLC (“LionsGate”) (majority owner of Cal-Biotech) in exchange for the all the issued and outstanding stock in Cal-Biotech and to settle $156,657 of advances from Cal-Biotech to the Company that were originally funded by LionsGate; and 2) 36,230,000 were issued to settle $144,570 of debt and advances recorded as liabilities to related and non-related parties.

Business

The Company owns the rights to Nunzia™, a nutraceutical that treats Autism, Fragile X, ADHD, PTSD and other such disorders. We manufacture, market and plan to distribute Nunzia™, direct to consumers through our website, www.nunziapharma.com, and through wholesalers. We did not generate any revenue from our products in 2021 or 2020.

Current drugs that attempt to control the symptoms of autism, fragile X, ADHD and PTSD are largely ineffective. Nunzia™ is nutraceutical product is designed to treat the symptoms of these wide-ranging medical conditions. Nunzia™ product is intended to increase sensory, social, and daily living skills, as well as increasing attention span, memory retention, focus, comprehension, and learning while decreasing anxiety, stress, fixations, fidgeting, and outside detractions. We expect to begin generating revenue from our products in 2022, however, there can be no revenuesassurance that we will be able to bring our products to market, or whether they will be effective.

In a healthy person, when there is a rapid firing of synapses and the protein filters of the brain are functional, anxiety occurs, but with little or no incomeaffixations. However, if the protein filters (particularly the FXMP protein filter) are not functioning properly (under or over-functioning), then anxiety will also produce affixations and other disorders such as Autism or PTSD. It was previously believed that Fragile X or Autistic people did not have the FXMP protein at all, however, more recent conclusions are that the FXMP protein filter was present but ill-functioning.  

Current anti-anxiety drugs such as Valium or Prozac, are broad acting and usually ineffective. Broad blockers, instead of treating the underlying cause of anxiety, act to simply repress every synapse.  Nunzia™ acts as a targeted blocker, actively blocking the synapses that are misfiring and causing anxiety. With synapses firing properly, the person suffering from autism, fragile X, ADHD or PTSD experiences no or dramatically less anxiety.  

The market for Nunzia™ is immense, and that no other drug can achieve the results of Nunzia™ because no other drug is a targeted blocker of the synapses causing anxiety. To our knowledge, there are no other drugs like Nunzia™ that help so many disorders that are caused or exasperated by anxiety. Finally, Nunzia™ is not a drug, but a nutraceutical allowing the body to absorb healthy nutrients that work to eliminate anxiety.

Employees

As of March 31, 2022, Sara Gonzales our CEO and Director and Michael Mitsunaga, our President and Director devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company. Neither officer receives cash compensation. The Company also utilizes independent contractors as needed. 

Other Information

Our website address is www.nunziapharma.com. The public may read and copy any materials we file with the United States Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov which site contains reports, proxy and information statements, and other information regarding issuers, such business and as resultus, that file electronically with the SEC. All statements made in any of our filings, including all forward-looking statements, are made as of December 31, 2005, had an accumulated deficitthe date of $37,564,000.

Employees

Currentlythe document(s) in which the statement is included, and we do not haveassume or undertake any full-time employees andobligation to update any of those statements or documents unless we rely exclusively on the expertise of our sole executive officer. Our management expectsare required to use consultants, attorneys and accountants as necessary. do so by law.

Bankruptcy or Similar ProceedingsThe Company’s executive office is located at 1627 West 14th Street, Long Beach, CA 90813. The Company’s telephone number is (714) 609-9117.  

There has been no bankruptcy, receivership or similar proceeding involvingStockholder Communications

Stockholders who wish to communicate with the Company.Board may do so by addressing their correspondence to the Board at Nunzia Pharmaceutical Company, Attention: Michael Mitsunaga, 1627 West 14th Street, Long Beach, CA 90813. The Board will review and respond to all correspondence received, as appropriate. 

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this Item 1A. Risk Factors

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

Item 1B. Unresolved Staff Comments.

As of December 31, 2005, there are no unresolved Staff Comments

ItemITEM 2. Properties.PROPERTIES

We doThe Company has no principal plants and does not currently own any property. The mailing address of the Company is 3422 PICO BLVD LOS ANGELES, CA 90019.lease office space. 

ItemITEM 3. Legal Proceedings.LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding, andparty to nor are we are not aware of any material pending lawsuit, litigation or threatened litigation against us.proceeding. 

ItemITEM 4. Safety Disclosures.MINE SAFETY DISCLOSURES

Not Applicableapplicable.

PART II

ItemITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Information

Our common stock is quoted on the OTC Pink tier (the “OTCPink”) under the symbol “NUNZ”. 

The Company's shares are currently registered on the OTC Pinksheets for trading .

Rule 144 Shares

As of the date of this registration statement, we do not have any sharesmarket price of our common stock that are currently availableis 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 sale to the public in accordance with the volume and trading limitationsour common stock, regardless of Rule 144.our actual or projected performance.

Stock Option GrantsHolders

We doOur Certificate of Incorporation authorizes the issuance of up to 1,000,000,000 shares of Class A common stock, par value $0.001 per share and 100,000 shares of Class B Common Stock, par value $0.001 per share. As of January 31, 2022, there were 646 stockholders of record holding an aggregate of 434,119,578 shares of Class A Common Stock (this number does not have ainclude stockholders who hold their stock option plan in placethrough brokers, banks and have not granted any stock options at this time.other nominees) and 51,000 shares of Class B Common Stock. 

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. All the Class B common stock is held by LionsGate Funding Management LLC, our majority shareholder, controlled by Sara Gonzales, ore new CEO who was appointed on February 22, 2022.

Transfer Agent

The transfer agent of our common stock is Nevada Agency and Transfer Company having an office at 50 West Liberty Street, Suite 880, Reno Nevada, telephone number (775) 322-5623

Dividend Policy

We have never declared ornot paid any dividends on our common stock. We currently expectstock and our Board of Directors (the “Board”) presently intends to retain all available funds and futurecontinue a policy of retaining earnings, if any, for use in the operationour operations. The declaration and growthpayment of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future, determination to pay dividendsof which there can be no assurance, will be atdetermined by the discretionBoard in light of our Board, subject to compliance with applicable law and any contractual provisions,conditions then existing, including under any agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations,earnings, financial condition, earnings, capital requirements and other factors that our Board deems relevant.factors.  

Penny Stock

Our common stock trades at less than $5.00 per share and is therefore subject to the Securities and Exchange Commission’s 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:Plans

The Company does not have any equity compensation plans.None. 

Recent Sales of Unregistered Securities:Securities

NoneDuring 2021 we issued the following shares of our common stock:

Item 6. Selected Financial Data.

The Financial Statements and Notes to Financial Statements appear beginning on page F-1.

ItemITEM 7. 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 Financial Conditionoperations and Resultsfinancial condition of OperationsNunzia Pharmaceutical Company and its subsidiaries. The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to the financial statements included in this Comprehensive Form 10-K.

The followingOur discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidatedis based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and supplementary data referredjudgments 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 in this Form 10-K.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.

This discussion contains forward-lookingOverview

The Company owns the rights to Nunzia™, a nutraceutical that treats Autism, Fragile X, ADHD, PTSD and other such disorders. We manufacture, market and plan to distribute Nunzia™, direct to consumers through our website, www.nunziapharma.com, and through wholesalers. We did not generate any revenue from our products in 2021 or 2020.

Current drugs that attempt to control the symptoms of autism, fragile X, ADHD and PTSD are largely ineffective. Nunzia™ is nutraceutical product is designed to treat the symptoms of these wide-ranging medical conditions. Nunzia™ product is intended to increase sensory, social, and daily living skills, as well as increasing attention span, memory retention, focus, comprehension, and learning while decreasing anxiety, stress, fixations, fidgeting, and outside detractions. We expect to begin generating revenue from our products in 2022, however, there can be no assurance that we will be able to bring our products to market, or whether they will be effective.

Going Concern

The Company's financial statements that involve risksare prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and uncertainties. Such statements, which include statements concerning revenue sourcesliquidation 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 concentration, selling, general and administrative expenses and capital resources, are subjectallow it to risks and uncertainties, including, but not limited to, those discussed elsewhere in this Form 10-K that could cause actual results to differ materially from those projected. Unless otherwise expressly indicated, the information set forth in this Form 10-K iscontinue as a going concern.

As of December 31, 2005,2021, we had negative working capital of $99,174, $131 in cash on hand and we undertakehad an accumulated deficit of $179,413,129. 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 dutyassurance that such additional funds will be available for us to updatefinance 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 financial statements do not include any adjustments that might result from the outcome of this information.uncertainty.

PlanResults of Operations

As discussed above we have not yet operated pursuant to our business plan. We have generated no revenue in 2005 or 2004.

Comparison of the Years EndedYear ended December 31, 2005 and 2004

Lack of Revenues

We have limited operational history. During2021 compared to the year ended December 31, 2005 and 2004 we have2020

Revenue

To date the Company has not generated any revenue. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Total Operating Expenses

The Company’sTotal operating expenses for the years ended December 31, 2005 and 2004 were $326,000 and $324,000 respectively. Operating expenses in 2005 consisted of general and administrative expense $326,000. Operating expenses in 2004 consisted of write off of impaired capitalized software of $50,000 and general and administrative expense $274,000.

Net Loss

During the year ended December 31, 20052021 were $78,060,908 compared to $39,327 for the year ended December 31, 2020. Expenses are primarily related to share based compensation and 2004professional and outside service fees to maintain our accounting and public disclosures and fluctuate due to the Company recognized net lossestiming of $326,000 and $475,000.costs.

Other Income (Expense)

Other expense decreased approximately $101,000,000 due $1,862 of interest expense on related party advances compared to the issuance of common stock to related parties.. For additional information see the notes to our financial statements, “NOTE 5 – Transactions with Related Persons.”

Liquidity and Capital Resources

Our capital resources have been acquired through the sale of shares of our common stock and loans from shareholders and third parties.

At December 31, 2005 and 2004, we had total assets of $6,000 and $136,000 respectively.

At December 31, 2005 and 2004, our total liabilities were $3,360,000 and $3,292,000 respectively consisting primarily of accounts payable and debts.

Cash Requirements

We intendhave an accumulated deficit of $179,413,129 through December 31, 2021. As of December 31, 2021, the Company had $131 of cash on hand. All expenses in 2021 and 2020 resulted in a corresponding increase to propagative fundingour liabilities or equity, thus, resulting in no use of cash. Our principal source of liquidity has been advances from certain shareholders.

These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our activities,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 maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any through a combinationadjustments that might result from the outcome of the private placement of the company’s equity securities and the public sales of equity securities.this uncertainty.

Indebtedness

None.

Contractual Obligations

None.

Off-Balance Sheet Arrangements

We have no agreement, commitment or understanding to secure any funding from any source.off-balance sheet arrangements. 

Off-Balance Sheet ArrangementsRecently Issued Accounting Pronouncements

See Note 2 to the Notes to the Company’s financial statements.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on its 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.

Due to the level of activity and lack of complex transactions, we believe there are currently no critical accounting policies and estimates that affect the preparation of our financial statements.

New Accounting Standards to be Adopted Subsequent to December 31, 2021

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on January 1, 2021. We do not expect the adoption of ASU 2020-06 to have any off balance sheet arrangements.a material impact on our consolidated financial statements.

Related Party Transactions

For a discussion of our Related Party Transactions, see “Note 5 - Transactions With Related Persons” to our Financial Statements included elsewhere in this Annual Report on Form 10-K.

ItemITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not ApplicableSmaller reporting companies are not required to Smaller Reporting Companies.

provide the information required by this item.

Item 8. Financial Statements and Supplementary Data.

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.

CONSOLIDATEDITEM 8. FINANCIAL STATEMENTS (UNAUDITED)

For the fiscal year ending December 31, 2005

NOTICE

The accompanying unaudited financial statements of ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC. for the fiscal year ended December 31, 2005, have been prepared by management and approved by the Board of Directors of the Company.

These financial statements have not been reviewed by the external auditors of the Company.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Nunzia Pharmaceutical Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nunzia Pharmaceutical Company as of December 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC

We have served as the Company's auditor since 2021

Lakewood, CO

April 15, 2022

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED BALANCE SHEETS

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

NUNZIA PHARMACEUTICAL COMPANY

ARIZONA GOLDCONSOLIDATED STATEMENTS OF OPERATIONS

NUNZIA PHARMACEUTICAL COMPANY f/k/a VIKING CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 20052020 AND 2019

1. NATURE OF OPERATIONS AND GOING CONCERNNOTE 1 – Organization and Going Concern

Arizona Gold and Onyx Mining

Organization

Nunzia Pharmaceutical Company (the “Company”), was incorporated on November 12, 1986, as ain the state of Utah business corporation under the name of Silver Harvest, Inc. to transact any business authorized under the general corporation law of Utah. In February 1990, the Company amended its Articles of Incorporation to change its name to Viking Capital Group, Inc. and in MayIn June 2010, the Company changedamended its Articles of Incorporation to change its name to its current name to Arizona Gold and Onyx Mining Company. On February 1, 2018, the Company amended its Articles of Incorporation to change its name to Nunzia Pharmaceutical Corporation in anticipation of completion of a merger with Cal-Biotech, Inc. (A Wyoming Corporation), owner of www.NunziaPharmaceutical.com.

Pursuant

On October 22, 2017, the Company and Cal-Biotech, Inc. (“Cal-Biotech”) 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, which took effect on December 4, 2019, and amended its articles changing its name to a Stock Purchase Agreement dated August 1, 2001, TheNunzia Pharmaceutical Company. On December 13, 2020, the Company acquired 25% ofagreed to issue 284,500,000 shares pursuant to MCA (the “MCA Shares”). Of the ownership of Beijing Fei Yun Viking Enterprises Company, Ltd. (“Fei Yun”), with its principal place of business located in Beijing, China. Twenty-five percent of this newly formed entity was acquired for common shares of The Company. A total of 7,500,000 common sharesissued, 1) 248,270,000 were issued directly to Fei Yun and the remaining 14,000,000 common shares werebe issued to the ownersLionsGate Funding Group LLC (“LionsGate”) (majority owner of the assets that were transferred into Fei YunCal-Biotech) in conjunction with The Company’s purchase. The agreement to acquire 25% of Fei Yun was entered into on August 1, 2001 and was effective on December 3, 2001. The Company purchased an additional 71% of Fei Yun with the issuance of 1,800,000 shares of The Company’s preferred stock. After the acquisition of the additional 71% interest and through the divestiture date, The Company accounted for its investment in Fei Yun under the consolidation method.

Effective January 31, 2003, pursuant to a Stock and Note Receivable For Ownership Agreement dated January 31, 2003, the Company sold its 96% ownership of Fei Yun to Beijing Fei Yun Property Development Company, Ltd. (Fei Yun Property). In exchange for the 96% ownershipall the issued and outstanding stock in Cal-Biotech and to settle $156,657 of Fei Yun Viking, the Company received 1.8 million shares of its Series 2001 Callable Preferred Shares, 7,000,000 common restricted shares of the Company, a $6.5 million note receivable dueadvances from Hebei Kangshun Feiyun Organic Waste Processing Company, Ltd., and 7.5 million common shares ofCal-Biotech to the Company that were heldoriginally funded by LionsGate; and 2) 36,230,000 were issued to settle $144,570 of debt and advances recorded as treasury shares by Fei Yun.liabilities to related and non-related parties.

Additionally, pursuantThe Company is focused on manufacturing and securing retail space for its nutraceutical products. It is also working on a product that kills bacteria and viruses. The Company’s efforts have been delayed due to the onset and lingering impact of Covid -19 as well as the lack of significant available funding

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a stock purchase agreement dated September 3, 2001,going concern which became effective November 29, 2001, after receiving allcontemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of December 31, 2021, the Company had an accumulated deficit of $179,413,129. 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 approvalsfinancing to fund ongoing operations. Historically, the Company has relied upon internally generated funds and funds from the Chinese authorities, The Company acquired 25%sale of Wuxi Viking Garments Co., Ltd (“Wuxi”), with its principal place of business located in Wuxi, China. This entity was acquired for 1,800,000 common shares of The Company. The total valuestock, issuance of the common stock issuedpromissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for the acquisition was $540,000. Until the divestiture date, The Company accounted for its investment in Wuxi using the equity method of accounting.

Effective March 28, 2003, the Company sold its 25% equity ownership position in Wuxi Viking Garment Co., Ltd. (Wuxi). The Company received 1.4 millionworking capital through loans and/or additional sales of its common restricted sharesstock. However, there is no assurance that the Company will be successful in exchange forraising 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 25% equity ownership positionoperating 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 Wuxi.other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

ForNOTE 2 – Summary of Significant Accounting Policies

Principles of Consolidation

These consolidated financial statements presented are those of the periods presented, Arizona Gold and Onyx Mining Company f/k/a Arizona Gold and Onyx Mining Company and its wholly owned subsidiaries, are collectively referred to asA1 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 “Company.”Island of Nevis. All subsidiaries have had their charters suspended or revoked and have been inactive for several years.

Subsequent to December 31, 2004, a number of events have transpired that impact the future operations and direction of the Company. In January 2005, the Company experienced a change of control associated with a significant acquisition and significant other changes that included a reduction of accrued compensation and previous related party receivables and payables.

On January 27, 2005, the Company acquired from FITT, Inc. (Seller), 60% of the authorized and issued outstanding common stock of Brentwood, Re, Ltd. (Brentwood), a St. Kitts, West Indies domiciled insurance company in exchange for 20,000,000 of the Company’s restricted common shares and 1,800,000 of the Company’s Series 2001 Callable Preferred shares. The Company has accounted for this transaction under the purchase method of accounting. Under this method, the value of the Company’s acquisition is determined at $19,440,000, or the fair market value of the Company’s stock tendered to the Seller at the date of acquisition as calculated using an average of the closing bid price on the day of transaction and the four trading days prior. Brentwood’s un-audited assets at the date of acquisition include $32,400,000 of long-term assets and no liabilities. Brentwood has had no history of operations since its incorporation date of November 23, 2003. The Company has determined that the appraised value of these long term assets is at a minimum the value assigned by the Company to this purchase. Commencing January 27, 2005, the Company will include the results of operations, if any, of Brentwood in its consolidated results of operations. For the year ending December 31, 2005, the results of operations was zero.Accounting estimates

As a result of this acquisition and on this same date, the Company’s Chairman and Chief Executive Officer, Mr. William J. Fossen, announced his retirement and subsequently Mr. Steve Mills was appointed as Mr. Fossen’s successor. On January 27, 2005, the Company authorized for Mr. Mills 8,000,000 restricted common stock options exercisable at $.05 per share for a period up to ten years from the date of award. The Company also authorized options for an additional 2,000,000 restricted common shares at $0.10 per share to be awarded to the Company’s management at dates and other terms to be decided.

On December 3, 2003, the Company had announced a letter of intent to purchase Texamerican Food Marketing, Inc. from R. M. Sandifer, a member of the board of directors of The Company. Texamerican is owned equally by R. M. Sandifer and his wife. The unaudited revenues of Texamerican during year 2003 were approximately $7.1 million versus the projected $7.2 million contained in the press release. The proposed acquisition carries a purchase price of $3.5 million cash and 10 million common restricted shares. As the Company changed control in January 2005, the Company discontinued pursuit of the acquisition.

On March 16, 2005, the Company’s former Chairman and Chief Executive Officer, W. J. Fossen, agreed to sell to a private company, affiliated with and controlled by Mr. Mills, his 100,000 shares of the Company’s Class “B” common stock in exchange for a cash down payment and a promissory note from the purchaser. Closing on this transaction was scheduled for April 1, 2005. These Class “B” shares, representing 100% of the authorized, issued and outstanding Class “B” shares, have the right to elect a majority of the Company’s directors. On this same date, Mr. Fossen also agreed to return for cancellation 18,300,000 of the Company’s common stock options previously awarded to him and outstanding at a weighted average exercise price of $0.11 per share and he also agreed to forgive the Company’s $1,145,399 deferred compensation obligation due him. The Company also agreed to accept shares in a private company controlled by Mr. Fossen in full payment of all promissory notes, including accured interest, totaling $101,970 due from Mr. W. J. Fossen to the Company. The shares acquired by the Company will constitute less than 5% of outstanding shares of the subject company controlled by Mr. W. J. Fossen.

On March 16, 2005, a Company director agreed to convert outstanding notes payable due him in the aggregate accrued interest and principal amount of $254,533 in exchange for 3,181,662 of the Company’s Class “A” restricted common stock. This director also agreed to return for cancellation 1,000,000 outstanding unexercised common stock options awarded to him at an exercise price of $0.06 per share. In addition, a related party to this director agreed on this same date to receive 750,000 of the Company’s restricted Class “A” common shares in exchange for a $60,000 promissory note obligation due to this person.

On March 17, 2005, a former Company officer and director, Matthew W. Fossen, agreed to return for cancellation 5,000,000 issued and outstanding common stock options exercisable at $0.06 per share and 1,000,000 issued and outstanding common stock options exercisable at $0.25 per share. In addition, for a consideration of $5,414, Matthew W. Fossen also agreed to forgive $441,960 of deferred compensation obligations owed to him by the Company. On March 21, 2005, the Company agreed to acquire an investment in a private company controlled by this former Company officer and director. The Company tendered $20,000 cash and issued 1,500,000 of the Company’s restricted Class A common shares valued at $0.08 per share to purchase 140,000 common shares, or $1.00 per share, of this company. The Company also agreed to accept 28,190 shares of this same company in full payment of Matthew W. Fossen’s promissory notes and interest due to the Company in the total amount of $28,190.

On March 17, 2005 the Company received from G. David Henry, a Company director, $1,058,000 in value for the exercise of options for 15,555,556 Class “A” common shares at a weighted average exercise price of approximately $0.058 per share and for the purchase of 2,500,000 additional Class “A” common shares at $0.0632 per share. The $1,058,000 of value was comprised of the retirement of $808,000 of principal and accrued interest in promissory note obligations due to him by the Company and $250,000 cash.

By the end of 2005, the company and its subsidiaries had essentially ceased doing business operations even though further acquisitions were being pursued and subsequently discontinued the pursuit of those acquisitions.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles. These consolidated financial statements have been prepared within the framework of the significant accounting policies summarized below:

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires managementManagement to make estimates and assumptions particularly with respect to the valuation of mineral properties and deferred costs, 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 revenuerevenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

Cash and cash equivalents consist

The Company considers all highly liquid instruments purchased with an original maturity of commercial accounts, trust accounts and interest-bearing bank deposits with remaining maturities of 90 daysthree months or less at the time of purchase.and money market accounts to be cash equivalents. As of December 31, 2009, the Company’s2021 and December 31, 2020, we had $131 and $-0- in cash and cash equivalents consist of zero cash.

Property and Equipment

Property and equipment are stated at cost. Equipment under capital lease is stated at the present value of minimum lease payments at the inception of the lease. The Company provides for the depreciation of its office furniture and equipment using the straight line method over the estimated useful life of the depreciable assets ranging from five to seven years. Computer equipment held under capital lease is amortized straight line over the shorter of the lease term or the estimated useful life of the asset ranging from three to five years. Amortization of assets held under capital leases is included with depreciation expense. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized.on hand, respectively.

Impairment of Long-Lived Assets

Effective January 1, 2002, the Company adopted the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” (“SFAS 121”) and accounting and reporting provisions of Accounting Principles Bulletin Opinion 30, “Reporting the Results of Operations,” for a disposal of a segment. SFAS 133 develops one accounting model based on the framework established in SFAS 121 for long-lived assets to be disposed of and significantly changes the criteria that would have to be met to classify an asset as held for sale. SFAS 133 also required expected future operating losses from discontinued operations to be displayed in the period(s) in which the losses are incurred, rather than as of the measurement date.Income Taxes

The Company reviews long-livedaccounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for impairment whenever events or changesthe future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include material adverse changesyears in operations, significant adversewhich those temporary differences in actual results in comparison with initial valuation forecasts prepared at the time of acquisition, a decision to abandon acquired products, services or technologies, or other significant adverse changes that would indicate the carrying amount of the recorded asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flowscarry-forwards are expected to be generated by that asset. An impairment lossrecovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

Fair Value Measurements

Fair value is defined as the amount by whichprice that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the carrying amount of the assets exceeds themeasurement date. The Company utilizes a three-tier fair value ofhierarchy which prioritizes the assets. Long-Livedinputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets heldor liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for saleidentical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are reportedeither directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at the lower of cost or fair value less costs to sell.on a recurring basis or on a non-recurring basis.

Allowance for Loan Losses

Specific valuation allowances are provided for loans receivable when it becomes probable that allFair Value of the principal and interest payments will not be received as scheduled in the loan agreement (excluding insignificant delays or payment shortfalls). In addition to specific allowances, a general allowance may be provided for future losses based on an evaluation of the loan portfolio and prevailing market conditions. Additions to the allowance are expensed as recognized.

Interest Income on Notes ReceivableFinancial Instruments

The Company recognizes interest income on a monthly basisCompany’s financial instruments consist of accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in accordancenature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with the stated interest rate containedprecision. Changes in the note agreements.assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

Revenue Recognition

Rental revenue through the divesture date was reported as income over the lease term as it becomes receivable according to the provisions of the lease. However, if the rentals vary from the straight-line basis, the income is recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which the use benefit from the leased property is diminished, in which case that basis is used.

Loss per share

Basic and diluted loss per share is calculated using the weighted average number of common shares outstanding during the period.

Software Development

Software development costs have been capitalized in accordance with Statement of Financial Accounting Standards No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (“SFAS 86”). In accordance with SFAS 86, capitalization of software development costs begins upon the establishment of technological feasibility and ends when a product is available for general release to customers. Under SFAS 86, the Company must evaluate the unamortized cost of the computer software product at each balance sheet date to determine if the net realizable value is less than the unamortized cost, in which case an impairment loss must be recorded. Since there have been no sales of the software to date, and the Company currently has no sales commitments, management determined during 2002 that the net realizable value of this software is $50,000. Accordingly, the Company recognized an impairment loss for the carrying value of this asset during 2002 of approximately $363,000. During 2004, management determined that the net realizable value of this software was zero. Accordingly, the Company recognized an impairment loss for the carrying value of this asset during 2004 of $50,000.

Investment in Affiliates Accounted for Under the Equity Method

Investments in significant 20 to 50 percent owned affiliates are accounted for by the equity method of accounting, whereby the investment is carried at original cost, plus or minus The Company’s equity in undistributed earnings or losses since acquisition.

Foreign Currency Translation

Fei Yun’s operations are conducted in the People’s Republic of China. Fei Yun’s local currency is the functional currency (primary currency in which business is conducted). As Fei Yun’s functional currency was stable in relation to the U. S. dollar for the period since the acquisition through January 31, 2003, there is no adjustment resulting from translating the foreign functional currency assets.

Stock-based compensation plan

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transaction and Disclosure” (“SFAS 148”). SFAS 148 amends FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), to provide alternative methods of transition to SFAS 123’s fair value method of accounting for stock-based employee compensation.

SFAS 148 also amends the disclosure provisions of SFAS 123 and APB Opinion No. 28, “Interim Financial Reporting,” to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While SFAS 148 does not amend SFAS 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of SFAS 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of SFAS 123 or the intrinsic value method of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Under APB, if the exercise price of an employee’s stock option equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recognized. As permitted by SFAS 123, the Company has elected to continue to utilize the accounting method prescribed by APB 25 and has adopted the disclosure requirements of SFAS 123 and SFAS 148 as of December 31, 2004 and 2003.

Stock-based employee compensation expense is recognized as options vest.Stock-Based Compensation

The Company accounts for equity instruments issued to non-employeesstock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation.  ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the provisionsconsolidated statements of SFAS No. 123 as amended by SFAS No. 148operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and Emerging Issue Task Force (“EITF”) Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” All Transactions in which goods or services arethen amortizes the consideration received forremainder of the issuanceexpense over the remaining service period. Management evaluates when the achievement of equity instruments are accounted fora performance-based condition is probable based on the fair valueexpected satisfaction of the consideration received or the fair valueperformance conditions as of the equity instrument issued, whicheverreporting date.

Net Income (Loss) Per Share

The computation of basic earnings per share (“EPS”) is more reliably measurable. The measurement datebased on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the fair valuereporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The Company had 0 potentially dilutive securities as of December 31, 2021 and 2020.

Recent accounting pronouncements not yet adopted

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The adoption of ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity instrument issuedcontracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the datebeginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on which the counterparty’s performance i9s complete or the date on which the counterparty’s performance is complete or the date on which it is probable that performance will occur.January 1, 2021.

Financial Instruments

Financial assets and financial liabilities held-for-trading are measured at fair value with changes in those fair values recognized in net income. Financial assets and financial liabilities considered held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method of amortization. Available-for-sale financial assets are measured at fair value with unrealized gains and losses recognized in other income. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market are measured at cost.Recent Adopted Accounting Pronouncements

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 madenot identified any standards that the following classifications:Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.

• Measured at fair value. Gains and losses resulting from change in fair values are recorded in net income.

• Accounts receivable and royalty tax recoverable are classified as “loans and receivables” and are recorded at amortized cost, which upon their initial measurement is equal to their fair value. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

• Accounts payable is classified as “other financial liabilities” and is initially measured at their fair value. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

NOTE 3 – Preferred and Common Stock

Preferred Stock

The Company has Preferred stock: $1.00 par value; 50,000,000 shares authorized with 0 shares issued and outstanding.

Common Stock

The Company has 51,000 shares of Class B Common Stock issued and outstanding as of December 31, 2021. The Class B shares are the only shares eligible to vote for Directors. LionsGate, controlled by the Company’s CEO, holds all Class B common shares.

The Company has 1,000,000,000 shares of Class A Common Stock authorized of which 434,119,578 and 244,369,578 shares are issued and outstanding as of December 31, 2021 and 2020, respectively.

2021 Issuances

On April 12, 2021, the Company and Global WholeHealth Partners Corp. (“Global”) entered into a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuant to the terms of the MSMA, each company has mutual abilities to share their products for sale under nonexclusive but favorable conditions and prices. The duration of the agreement is for an initial period of five years commencing on April 12, 2021. As consideration for the MSMA, the Company agreed to issue 5,000,000 shares of its restricted common stock to Global and Global agreed to issue 5,000,000 shares of its restricted common stock to the Company. The Company received the Global shares on April 22, 2021. The companies are considered related parties as they share the same CEO and significant shareholder, LionsGate.

On April 26, 2021, the Company issued 17,750,000 of the MCA Shares.

On June 7, 2021, 9,000,000 shares of MCA Class A common stock originally issued in error on August 16, 2020, were returned to the Company.

On July 8, 2021, the Company issued 3,000,000 shares to Michael Mitsunaga, our President, pursuant to an exclusive licensing agreement Dated December 21, 2020 for use of an IV blood warming system. The Agreement was initially valued at $3.00 per share (the closing price of our stock on the date of the Agreement) or $9,000,000. Due to the related party nature of the transfer and the absence of historical cost records, the full $9,000,000 was expensed within “Loss on related party transfer of intangible assets.”

On November 24, 2021, the Company issued 23,000,000 shares related to the convertible debt. The shares were issued at par value resulting in an increase in common stock and a reduction of the convertible debt.

On December 6, 2021, the Company issued shares of common stock 77,500,000 shares to its officers for services. These shares were valued at $0.52 per share

On December 6, 2021 the Company issued 70,000,000 shares to its controlling shareholder and 2,500,000 shares to its former CEO. Both share issuance were valued at $0.52 per share.

2020 Issuances

On December 21, 2020, the Company entered into a License Agreement (the “License Agreement”) with Michael Mitsunaga, our President and Director. The terms of the Agreement provide the Company with exclusive license to market the UL and FDA approved device under patent No.6,788,885 B2: IV BLOOD WARMING SYSTEM that is a portable AC-powered warmer designed to preheat intravenous solutions at the point of infusion. The Company agreed to issue 3,000,000 shares of common stock and pay a 2% fee of gross sales. The duration of the Agreement is for an initial period of five years commencing on August 3, 2021.

On January 15, 2020, the Company issued 250,000 shares of class A common stock to a vendor in exchange for services.

NOTE 4 – Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets at December 31, 2021 and 2020 are as follows: 

A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate to pre-tax loss for the years ended December 31, 2021 and 2020 is as follows:

The net increase in the valuation allowance for deferred tax assets was $13,183 and $2,904 for the years ended December 31, 2021 and 2020, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset.

For federal income tax purposes, the Company has net U.S. operating loss carry forwards at December 31, 2021 available to offset future federal taxable income, if any, of $411,000. The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.

The fiscal years 2017 through 2020 remain open to examination by federal authorities and other jurisdictions in which the Company operates.

NOTE 5 – Transactions with Related Persons

Mr. Mitsunaga made advances to the Company totaling $86,907 and $4,294 during the years ended December 31, 2021 and 2020, respectively. Effective October 1, 2021 the entire balance of the indebtedness to Mr. Mitsunaga became subject of interest at the rate of 8%.

LionsGate made non-interest-bearing advances to the Company totaling $5,000 during the years ended December 31, 2020. LionsGate made no advances during the year ended December 31, 2021.

On December 21,2020, the Company entered into a License Agreement with Michael Mitsunaga, our President and Director. The terms of the Agreement provide the Company with exclusive license to market the UL and FDA approved device under patent No.6,788,885 B2: IV BLOOD WARMING SYSTEM that is a portable AC-powered warmer designed to preheat intravenous solutions at the point of infusion. The Company agreed to issue 3,000,000 shares of common stock and pay a 2% fee of gross sales. The duration of the Agreement is for an initial period of five years commencing on August 3, 2021. The shares were issued on July 8, 2021. The Agreement was initially valued at $3.00 per share (the closing price of our stock on the date of the Agreement) or $9,000,000. Due to the related party nature of the transfer and the absence of historical cost records, the full $9,000,000 was expensed within “Loss on related party transfer of intangible assets.”

On October 22, 2017, the Company and Cal-Biotech, Inc., a company owned by LionsGate Funding LLC, entered into a Merger and Consolidation Agreement. In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split, which took effect on December 4, 2019, and amended its articles changing its name to Nunzia Pharmaceutical Company. On December 13, 2020, the Company issued 284,500,000 shares pursuant to MCA. Of the shares issued, 1) 248,270,000 were issued to LionsGate in exchange for the all the issued and outstanding stock in Cal-Biotech and to settle $156,657 of advances from Cal-Biotech to the Company that were originally funded by LionsGate; and 2) 36,230,000 were issued to settle $144,570 of debt and advances recorded as liabilities to related and non-related parties.

NOTE 6 – Commitments and Contingencies

COVID-19

In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

NOTE 7 – Subsequent Events

Management has reviewed material events subsequent of the period ended December 31, 2021 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events” and has determined that there are no subsequent events.

ItemITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ItemITEM 9A. Controls and Procedures.CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES(a) Evaluation of Disclosure Controls and Procedures

As required byPursuant to Rule 13a-15/15d-1513a-15(b) under the Securities and Exchange Act of 1934as amended (the "Exchange Act" (“Exchange Act”), as of December 31, 2005, we havethe Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of December 31, 2005, our Company'sCompany’s disclosure controls and procedures were(as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective and do not provide reasonable assuranceat December 31, 2021 to ensure that material information related to our Company required to be disclosed by the Company in the reports that we filethe Company files or submitsubmits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC'sSEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions onregarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING(b) Management’s Report on Internal Control over Financial Reporting

ManagementThe management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) underfor the Exchange Act.Company. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

Management assessed the effectiveness of ourthe Company’s internal control over financial reporting as of December 31, 2005. Inthe end of the period covered by this report. The framework used by management in making thisthat assessment we usedwas the criteria set forth in the document entitled “ Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our managementCommission. Based on that assessment, our CEO and CFO have determined and concluded that, as of December 31, 2005, our2021, the Company’s internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issuednot 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 COSO.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: 

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.

This quarterlyannual report does not include an attestation report of the Company's independentCompany’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the SECSecurities and Exchange Commission that permit the Company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTINGRemediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

In order to remediate the material weaknesses, the Company needs to (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. As of the end of the period covered by this report, we have not been able to remediate the material weaknesses identified above. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts will continue to be delayed.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified(as defined in connection withRules 13a-15(f) and 15d-15(f) under the evaluation described aboveExchange Act) that occurred during the year ended December 31, 2005period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controlscontrol over financial reporting.

ItemITEM 9B. Other Information.OTHER INFORMATION

None.

Part

PART III

ItemITEM 10. Directors, Executive Offices and Corporate GovernanceDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and DirectorsDIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name, age,names and positionages of each currentall of our directors and executive officer and director of the Companyofficers as of April 24, 2018, the filing date of this report:

report. We have a Board comprised of three 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. 

(1)      Mr. Mitsunage was named President on 6-28-2010Biographical Information

Set forth below are the names of all of our directors and appointedexecutive 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

Sara Gonzales

Sara Gonzales. Mrs. Gonzales been in the in-vitro diagnostic industry working as a chief administrator for over 15 years with experience at EarlyDetect and Sharp Memorial Hospital from 1/2008 until 11/2009 in HR. Mrs. Gonzalez has worked in Human Resources and as Director of Business Development. Recently, Sara has moved to Nunzia Pharmaceutical from 07/2017 to present as the Vice President, Nunzia is a pharmaceutical and nutraceutical company and has co-founded a nonprofit for people with an Autistic Spectrum Disorder, such as Autism, ADD/ADHD, OCD, and PTSD. Sarah is the Vice President and Co-Founder of Autism Fragile X Foundation from11-2016 to present. Mrs. Gonzlez is the Managing Member of LionsGate Funding Group LLC 12/2018 to present, LionsGate Funding Group LLC is a holding company. LionsGate Funding Group LLC consults companies, which was the controlling entity of Global WholeHealth Partners Corp (Private company) and Global WholeHealth Partner Corp (public company). Sara is affiliated with a controlling entity. Sara has a great understanding of business development and progress. She has an exemplarily ability to motivate and encourage people to do their best. Sara has become the director of new business development for Global WholeHealth Partners Corp. Sara’s contacts in Mexico and other countries have been and will be a tremendous asset to Global WholeHealth Partners Corp. Sara is affiliated with a controlling entity, as the managing member of LionsGate Funding Group LLC. Mrs. Gonzales devotes approximately 10 hours per week to the Board of Directors on 6-28-2010.

(2)      Ms. Halvorson was named Secretary on 2-22-2018 and appointed as a member of the Board of Directors on 2-22-2018

Mr. Mitsunage business experience is listed below:Company.

ARIZONA GOLD AND ONYX MINING (2009 – Present)

Michael Mitsunaga Since 2009, Mr. Mitsunaga has served as the President, CEO and Board MemberDirector of a company that develops precious metal mines in Nevadathe Company. Mr. Mitsunaga also currently serves as president of TSM Trading Import/Export Company and Arizona; oversee all phases of taking the company public, including raising substantial investment capital, obtaining a public shell corporation, facilitating underwriting,consultant to TSM Recovery and coordinating strategic marketing and investor relations.

AUTOMATIC MEDICAL TECHNOLOGY(1999 – 2005)

Patented and developed a unique “Intravenous (IV) Warming Machine” and an accompanying “Zig-zag Rigid Polycarbonate Cartridge” approvedRecycling, Inc. Both companies were founded by FDA for useMr. Mitsunaga in the administration of chemotherapeutic drugs to cancer patients. Specifically, this invention incorporates polycarbonate plastic tubing into a specially-designed portable IV warming machine which mitigates chemical leaching encountered during intravenous chemotherapy. Initial product sales in 2003 reached $1 million per year. Raised over $3.5 million from overseas investors.

T.I.C. PHOTO, INC. (1995 – 1999)

President1980’s. TSM Recovery and CEO of a joint venture, pilot program with Fuji Film USA to open direct retail “One Hour Photo” stores; opening sample retail locations using used equipment to increase their color paper sales and Chemicals. Then Fuji started their own used equipment department with their own service and repair department.

UNION PACIFIC FOODS, a division of ASTRA INTERNATIONAL, INC. (1991 – 1996)

As President for the North American Division of an Indonesian tuna manufacturer, we developed the revolutionary “Pole and Line” dolphin-safe fishing method approved by Greenpeace; developed and marketed the “sandwich pack” canning method used to sell a quality can packed tuna, which implements vacuum-packed sealed bags in lieu of metal cans. We started selling 10 to 25 containers per month of 66oz cans to Nation Distributors, Brokers and International Trading Companies.

TSM TRADING IMPORT/EXPORT COMPANY (1987 – Present)

Founded international trading company thatRecycling specializes in the import and export of designer handbags and garments to Japan, Indonesia, Hong Kong, Taiwan, Singapore, Malaysia, and Mexico; developed an extensive commercial, distribution, and diplomatic network with businesses, government agencies, and military officials.

TSM RECOVERY AND RECYCLING, INC. (1980 – Present)

Founder and President of a company that specializes in the recovery and refinement of precious metals, as well as the handling, treatment and disposal of hazardous and biomedical waste. ConsultantFrom 1999 to companies that generate hazardous2005, Mr. Mitsunaga served as CEO/President for Automatic Medical Technologies, Inc. where he was responsible for Developing new product lines, International and biomedical waste.

TSM SEWING MACHINES (1978National Sale and Marketing. From 1991 – 1979)

Pioneered project1996, Mr. Mitsunaga became the President of North America for Union Pacific Foods and was responsible for the sale of products to reclaimNational Distributors, Brokers and recondition costly, disposable commercial sewing machine hooks, which yielded substantial returns onInternational Trading Companies. Mr. Mitsunaga continues to provide consulting and advisory services to businesses. Over the company’s capital investment; developed program to import discarded commercial sewing machines from Japan, which were refurbished and leased to American commercial garment manufacturers.

Ms. Halvorson is seasoned Business Development and Marketing professional that thrives in new and innovative environments. Over her 25 year healthcarecourse of his entrepreneurial career, sheMr. Mitsunaga has contributed to all spectrums of the business continuum. She started in medical practice management software systems and then moved to holding strategic roles in large corporate structures such as Dell Computer Corporation, and other successful healthcare startups like SCI Solutions. (complex hospital scheduling) After leaving Dell she went on to be a founding partner at Triage VC, were she worked with several startup ventures leveraging her vast industry connections. Her expertise helped to accelerate early stage startups in the areas of investment banking, marketing and business development. While at Dell she reported to the Director of Dell Healthcare with revenues in excess of 1 billion dollars annually. Responsibilities included all commercial E-Health strategies and corporate partnerships within the Healthcare Division. Kim also worked with Dell Direct Invest with regard to the Healthcare Division strategic investments.

Richard A. Johnson – Chief Financial Officer

To the position of Chief Financial Officer Richard Johnson bringsearned a wealth of international and public company business experience atthrough the senior executive levelsmyriad of business dealings in Asia and the Pacific.   

Shujie Cui. Mr. Cui served as a post doctorate Fellow in the areasOb/Gyn and Reproductive Biology department of Corporate Finance, Business Planning & Operations, R&D and Administration. His considerable strengthsThe University of Texas Medical School at Houston. Mr. Cui also served as a post doctorate Fellow in the areasDivision of FinanceLaboratory Medicine,  M.D. Anderson Cancer Center at The University of Texas, Houston. Dr. Cui is known as the father of Strep A Tests.  Dr. Cui worked with the Chinese Government on the testing and Corporate Administration will greatly assistvaccine for SARS. Dr. Dr. Cui also serves as the Company as it advances towards planned sales volumeChief Science Officer and expansionDirector of the Company strategic goals.Global Whole Health Partners Corporation since August 1, 2019.

Mr. Johnson’s enviable recordAll of achievements at the executive level includes, latterly, CFO at Early Detect Inc. where he supervised the financial activities of the Companyour directors are elected annually to serve for one year or until their successors are duly elected 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.qualified. 

Audit Committee

We do not currently have an audit committee or a committee performing similar functions. Our Board of Directors as a whole participates in the review of financial statements and disclosure.

Family Relationships and Other Matters

CodeThere are no family relationships among or between any of Ethicsour 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)). 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Because we do not have a class of equity securities registered pursuant to section 12 of the Exchange Act we are not required to make the disclosures required by Item 405 of Regulation SK. 

CODE OF ETHICS

We have not adopted a code of ethics that applies to our principal executive officer, directorprincipal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

CORPORATE GOVERNANCE

Director Independence

We are not listed on a major U.S. securities exchange and, employee. Whentherefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. At this time, after considering all of the relevant facts and circumstances, our Board has determined that we do adoptnot have any director that qualifies as an “independent director” under the standards of independence of the FINRA listing standards. We do not currently have a codemajority of ethics,independent directors as required by the FINRA listing standards. Upon our listing on any national securities exchange or any inter-dealer quotation system, we will disclose itelect such independent directors as is necessary under the rules of any such securities exchange. 

Board Leadership Structure

We currently have three (3) executive officers and three (3) directors. Our Board has reviewed our current Board leadership structure — which consists of a Chief Executive Officer and no Chairman of the Board — in light of the composition of the Board, our size, the nature of our business, the regulatory framework under which we operate, our stockholder base, our peer group and other relevant factors, and has determined that this structure is currently the most appropriate Board leadership structure for our company. Nevertheless, the Board intends to carefully evaluate from time to time whether our Chief Executive Officer and Chairman positions should be combined based on what the Board believes is best for us and our stockholders. 

Board Role in Risk Oversight

Risk is inherent in every business, and how well a Current Report on Form 8-K.business manages risk can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While our management is responsible for day to day management of various risks we face, the Board, as a whole, is responsible for evaluating our exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of our financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements. 

Board of Directors Meetings, Committees of the Board of Directors, and Annual Meeting Attendance

We did not have an annual meeting of shareholders during the fiscal year ended December 31, 2021 or 2020. 

We do not currently have any standing committees of the Board. The full Board is responsible for performing the functions of: (i) the Audit Committee, (ii) the Compensation Committee and (iii) the Nominating Committee. 

Stockholder Communications

Stockholders who wish to communicate with the Board may do so by addressing their correspondence to the Board at Nunzia Pharmaceutical Company, Attention: Michael Mitsunaga, 1627 West 14th Street, Long Beach, CA 90813. The Board will review and respond to all correspondence received, as appropriate. 

ItemITEM 11. Executive CompensationEXECUTIVE COMPENSATION

Summary Compensation Table.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. 

Current Management doesn’t haveSummary 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 detailsfiscal year ended December 31, 2021 and 2020: 

_______________________

⁽¹⁾ Mr. Mitsunaga was appointed as President, Chief Executive Officer and Director on June 28, 2010. Mr. Mitsunaga did not earn and was not paid any compensation for the period that’s reported herewith years Ended December 31, 2020 through December 31, 2021.

⁽²⁾ Mr. Strongo was appointed as Chief Executive Officer and Director on December 5, 2019. Mr. Strongo did not earn and was not paid any compensation for the years Ended December 31, 2020 through December 31, 2021. Mr. Strongo resigned on February 22, 2022.

⁽³⁾ Dr. Cui was appointed as Chief Medical Officer and Director on December 5, 2019. Dr. Cui did not earn and was not paid any compensation for the years Ended December 31, 2020 through December 31, 2021.

⁽⁴⁾ Mr. Johnson was appointed as Treasurer, Chief Financial Officer and Director on July 1, 2010. Mr. Johnson did not earn and was not paid any compensation for the years Ended December 31, 2019 through December 31, 2020. Mr. Johnson resigned on August 21, 2020.

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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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: 

________________________

⁽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 1627 West 14th Street, Long Beach, CA 90813.

⁽²⁾ Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 434,119,578 shares of Class A Common Stock and 51,000 shares of Class B Common Stock issued and outstanding on a fully diluted basis as of the date of this report. 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.

(3)  Sara Gonzales, who was appointed the Company’s new CEO on February 22, 2022 controls Lionsgate Funding Group LLC, a Wyoming Limited Liability Corporation. In such capacity, Mrs. Gonzales may be deemed to have beneficial ownership of these shares. The number of shares reflected above is as of the date of this report based upon the review of our transfer records and includes (a) 339,159,000 shares owned by LionsGate; (b) 51,000 shares of Class B common stock owned by LionsGate; and (c) 5,050,000 shares Ms. Gonzales holds personally.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

ItemITEM 13. Certain Relationships and Related Transactions, and Director IndependenceCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Current Management doesn’tWe do not have the detailsa formal written policy for the period that’sreview and approval of transactions with related parties; however, our Corporate Governance Principles require actual or potential conflict of interest to be reported herewithto the Board. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken. 

Transactions with Related Persons

The Board is responsible for review, approval, or ratification of “related-person transactions” involving Nunzia Pharmaceutical Company or its subsidiaries and related persons. Under SEC rules (Section 404 (a) of Regulation S-K), a related person is a director, officer, nominee for director, or 5% stockholder of our outstanding shares of common stock since the beginning of the previous fiscal year, and their immediate family members. Immediate family members include spouses, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant)

The Board has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:

Review, Approval or Ratification of Transactions with Related Persons

The Board reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. An interested related party who serves on the Board shall recuse their self from the review and approval of a related party transaction in which they have an interest in the transaction. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally.

The following is a description of each transaction since the beginning of 2019, and each currently proposed transaction, in which:

For additional information, please refer to see “NOTE 5 – Transactions with Related Persons” under the Notes to Financial Statements for the Years Ended August 31, 2020 and 2019.

Director Independence

Please refer to “Director Independence” under the section titled “CORPORATE GOVERNANCE” in “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.” 

ItemITEM 14. PrincipalPRINCIPAL ACCOUNTING FEES AND SERVICES

Independent Public Accountants

BFBorgers CPA PC currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2021 and 2020. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants. 

Our Board, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the stockholders. The Board has considered the audit fees, audit-related fees, tax fees and other fees paid to our auditors, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants. 

Principle Accounting Fees and Services

Audit Fees KBA Group LLP's

We have incurred fees billedtotaling $ 30,000 and $20,000, respectively, for our annual audit and review of interim financial statements were $0 in 2005 and $52,000 in 2004.

Audit-Related Fees In additionprofessional services related to the audit fees, KBA Group LLP's fees billedof our financial statements for other audit related services, were $ -0- in 2005the fiscal years ended December 31, 2021 and 2004. The services provided in exchange for these fees included, but is not limited to, audit of companies acquired and review of other financial reports on Form 8-K.2020.  

Tax Fees KBA Group LLP's fees billed for professional services rendered for tax compliance, tax advice and/or tax planning were $0 in 2005 and $6,000 in 2004. The services provided in exchange for these fees were primarily preparation of U.S. Federal Income Tax Returns and State of Texas Franchise Tax returns.

All Other Fees N/A

Pre-approval Policy The Company is not required to have and does not have an audit committee at this time. The board of directors is charged with pre-approval for audit and tax related engagements.

Part

PART IV

ItemITEM 15. Exhibits,EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as a part of this Comprehensive Form 10-K:

(a)1. Financial Statement SchedulesStatements

The following exhibitsfinancial statements, notes related thereto and report of independent auditors, are included in Part II, Item 8 of this Form 10-K:

·Report of Independent Registered Public Accounting Firm; 

·Consolidated Balance Sheets as of December 31, 2021 and 2020; 

·Consolidated Statements of Operations for the years ended December 31, 2021 and 2020; 

·Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2021 and 2020; 

·Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020; and 

·Notes to Consolidated Financial Statements 

(a)(2) Financial Statement Schedules: 

All schedules have been omitted since they are either not applicable or the information is contained within the accompanying financial statements.

(b) Exhibit Index 

The following is a list of exhibits filed as part of this report:Annual Report on Form 10-K.  

Exhibit Index

*Filed herewith.

(1) Incorporated by reference to the Form 10-K filed on May 31, 2019. 

§ Management contract or compensatory plan.

** 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.

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.

Dated: May 8, 2018Nunzia Pharmaceutical Company 

(Registrant) 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

DISCLAIMER

The management signing the above financial statements were not employed by the Company nor Board members for the financial periods listed above. The current Board of Directors in the best interests of the Shareholders chooses to file the necessary reporting obligations as a Voluntary Reporting Company. These financial reports are prior to the filing of the FORM 15 dated 04-23-2010 with the SEC. The information is to the best of managements knowledge and efforts at the time of the filing.