NUNZIA PHARMACEUTICAL COMPANY

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008NOTE 1 – Organization and Going Concern

1. NATURE OF OPERATIONS AND GOING CONCERNOrganization

Arizona Gold and Onyx Mining

Nunzia 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 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. 31,650,000 MCA Shares due to LionsGate have not been issued as of the date of this report.

Additionally, pursuantGoing 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, 2020, the Company had an accumulated deficit of $(9,350,359). 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 shares in exchange for its 25% equity ownership position in Wuxi.

For the periods presented, Arizona Gold and Onyx Mining Company f/k/a Arizona Gold and Onyx Mining Company and its subsidiaries are collectively referred to as the “Company.”

Subsequent to December 31, 2004, a number of events have transpiredstock. However, there is no assurance 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 includebe successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the resultsCompany be unable to raise this amount of operations, ifcapital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of Brentwoodbusiness and at amounts different from those reflected in its consolidated results of operations. For the year ending December 31, 2006, the results of operations was zero.accompanying financial statements.

As a resultNOTE 2 – Summary 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.Significant Accounting Policies

On December 3, 2003, the Company had announced a letterPrinciples 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.Consolidation

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.

On January 18, 2007 it was reported that the Company had agreed to acquire from American Select Insurance Management Corporation all existing and future revenues of American Select. The Company also agreed to acquire all stock of NIA Corporation. These acquisitions were not consummated.

By the end of 2008, the company and its subsidiaries had essentially ceased doing business operations.

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 accountspresented are those of the Company and its wholly owned subsidiaries.subsidiaries, A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All significant intercompany accountssubsidiaries have had their charters suspended or revoked and transactions have been eliminated in consolidation.inactive for several years.

Use ofAccounting 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 of commercial accounts, trust accounts and interest-bearing bank deposits with remaining maturities of 90 days or less at the time of purchase. As of December 31, 2009, the Company’s 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.

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.

The Company reviews long-lived assets for impairment whenever eventsconsiders all highly liquid instruments purchased with an original maturity of three months or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include material adverse changes in operations, significant adverse 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 heldless and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows expectedmoney market accounts to be generated by that asset. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the fair value of the assets. Long-Lived assets held for sale are reported at the lower of cost or fair value less costs to sell.cash equivalents.

Allowance for Loan Losses

Specific valuation allowances are provided for loans receivable when it becomes probable that all 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 Receivable

The Company recognizes interest income on a monthly basis in accordance with the stated interest rate contained in the note agreements.

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.Taxes

The Company accounts for equity instruments issuedincome taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to non-employeesdifferences 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 accordance with the provisions of SFAS No. 123 as amended by SFAS No. 148 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 Transactionsyears in which goodsthose temporary differences and carry-forwards are expected to be recovered or servicessettled. 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 considerationprice that would be received forto sell an asset or paid to transfer a liability in an orderly transaction between market participants at the issuance of equity instruments are accounted for based on themeasurement date. The Company utilizes a three-tier fair value ofhierarchy which prioritizes the consideration receivedinputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date 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.lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Financial InstrumentsLevel 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

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

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

During the periods covered by this report, the Company did not have any assets and financialor liabilities held-for-trading arethat were required to be measured at fair value on a recurring basis or on a non-recurring basis.

Fair Value of Financial Instruments

The Company’s financial instruments consist of accounts payable 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 nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with changesprecision. Changes in assumptions could significantly affect those fair valuesestimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

Stock-Based Compensation

The Company accounts for stock-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 net income. Financial assetsthe consolidated statements of operations 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 financial liabilities considered held-to-maturity, loans and receivables, and other financial liabilitiesthen amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date.

Net Income (Loss) Per Share

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are measuredissuable at amortized costthe end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The Company had no potentially dilutive securities as of December 31, 2020 and 2019.

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 interest methodfor interim and annual reporting periods beginning after December 15, 2020. Early adoption of amortization. Available-for-salethe standard is permitted, including adoption in interim or annual periods for which financial assetsstatements have not yet been issued. The transition requirements are measured at fair value with unrealized gainsdependent upon each amendment within this update and losses recognized in other income. Investments in equity instruments classified as available-for-sale that dowill be applied either prospectively or retrospectively. The adoption of ASU 2019-12 is not expected to have a quoted market price in an active market are measured at cost.material impact on the Company’s consolidated financial position, results of operations, or cash flows. 

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 not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.

NOTE 3 – Preferred and Common Stock

Preferred Stock

The Company has made the following classifications:Preferred stock: $1.00 par value; 50,000,000 shares authorized with no shares issued and outstanding.

• Measured

  Common Stock

  The Company has 51,000 shares of Class B Common Stock issued and outstanding as of December 31, 2020. The Class B shares are the only shares eligible to vote for Directors. LionsGate holds all Class B common shares.

  The Company has 1,000,000,000 shares of Class A Common Stock authorized of which 244,369,578 and 234,519,578 shares are issued and outstanding as of December 31, 2020 and 2019, respectively. 40,400,000 MCA Shares due to LionsGate have not been issued as of December 31, 2020 and 31,650,000 MCA Shares due to LionsGate have not been issued as of the date of this report.

  On December 21, 2020, the Company entered into a License Agreement (the “LicenseAgreement”) 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 fair value. Gainsthe point of infusion. The Company agreed to issue 3,000,000 shares of common stock and losses resultingpay 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 August 16, 2020, the Board issued 9,600,000 of the MCA shares. 9,000,000 of the shares were issued in error and returned to the Company on June 7, 2021.

  On January 15, 2020, the Company issued 250,000 shares of class A common stock to a vendor in exchange for services for which the Company carried a balance in Accounts Payable of $2,498 as of December 31, 2019.

  On December 13, 2019, as part of the Cal-Biotech MCA the Company issued 284,500,000 class A common stock in the amount of 1) 230,000 shares to settle $49,800 of AP; 2) 34,500,000 shares to settle the $59,770 owed to Mr. Mitsunaga; 3) 1,500,000 shares to settle $35,000 owed to Mr. Johnson; and 4) 248,270,000 shares to LionsGate to settle $156,657 and consumate the MCA.

  On December 4, 2019, the Company affected a 1-for-7,000 reverse stock split reducing the number of shares outstanding from change126,859,077 to 19,578. All per share amounts have been adjusted to reflect the split.

  On April 23, 2019, the Board canceled 2,457 Class A common shares that were returned

  The Company has 100,000 shares of Class B Common Stock authorized. On December 5, 2019, Mr. Mitsunaga transferred all 51,000 shares of Class B common stock to LionsGate.

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  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, 2020 and 2019 are as follows:

  		2020		2019
  Deferred tax assets:
  Net operating loss carryforwards	$	347,861	$	334,032
  Statutory tax rate		21%		21%
  Total deferred tax assets		73,051		70,147
  Less: valuation allowance		(73,051)		(70,147)
  Net deferred tax asset	$	-	$	-

  A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate to pre-tax loss for the years ended December 31, 2020 and 2019 is as follows:

  		2020		2019
  Federal Statutory Rate	$	(1,893,429)	$	(7,063)
  Nondeductible expenses		1,890,525		-
  Change in allowance on deferred tax assets		(2,904)		(7,063)
  	$	-	$	-

  The net increase in fairthe valuation allowance for deferred tax assets was $2,904 and $7,063 for the years ended December 31, 2020 and 2019, 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, 2020 available to offset future federal taxable income, if any, of $348,000. 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 non-interest-bearing advances to the Company totaling $4,294 and $0 during the years ended December 31, 2020 and 2019, respectively.

  LionsGate made non-interest-bearing advances to the Company totaling $5,000 and $21,192 during the years ended December 31, 2020 and 2019, respectively. All of the 2019 advances from LionsGate were relieved as part of the MCA.

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  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. 31,650,000 shares due to LionsGate as part of the MCA have not been issued as of the date of this report.

  NOTE 6 - Merger

  On October 22, 2017, the Company and Cal-Biotech, Inc. entered into 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 Corporation. On December 13, 2019, the Company issued 284,500,000 shares pursuant to MCA. Of the shares issued, 1) 248,270,000 were 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. 22,650,000 shares due to LionsGate as part of the MCA have not been issued as of the date of this report.

  Prior to the close of the MCA, LionsGate held a majority beneficial ownership interest in the Company and Cal-Biotech. Thus, due to the common control of the Company and Cal-Biotech, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the MCA was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. The predecessor values are recorded in net income.

• Accounts receivable

  The following financial information has been developed by application of pro forma adjustments to the historical financial statements of the Company appearing elsewhere in this Current Report. The unaudited pro forma information gives effect to the Merger which has been assumed to have upon inception of Cal-Biotech.

  The unaudited pro forma financial information is presented for informational purposes only and royalty tax recoverabledoes not purport to represent what the results of operations or financial position of the Company would have been had the transactions described above actually occurred on the dates indicated, nor do they purport to project the financial condition of the Company for any future period or as of any future date. The unaudited pro forma financial information should be read in conjunction with the Company's financial statements and notes thereto included elsewhere in this Current Report.

  ---

  
  

  The condensed consolidated pro forma results of operations 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

  NUNZIA PHARMACEUTICAL COMPANY
  Unaudited Consolidated Pro Forma Statements of Operations
  		Year Ended December 31, 2019						Year Ended December 31, 2018		From Inception on February 7, 2018 to December 31, 2018
  		Nunzia  Actual		Cal-Biotech  Actual		Pro Forma		Nunzia  Actual		Cal-Biotech  Actual		Pro Forma
  Revenue	$	-	$	-	$	-	$	-	$	-	$	-
  Expenses
  Selling, general and administrative		29,835		3,800		33,635		18,576		3,200		21,776
  Total expenses		29,835		3,800		33,635		18,576		3,200		21,776
  Income (loss) from operations		(29,835)		(3,800)		(33,635)		(18,576)		(3,200)		(21,776)
  Provision for income taxes		-		-		-		-		-		-
  Net earnings (loss)	$	(29,835)	$	(3,800)	$	(33,635)	$	(18,576)	$	(3,200)	$	(21,776)
  Common stock outstanding		19,578				19,578		22,035				22,035
  Common stock issued in Merger				250,000,000	1)	250,000,000				245,000,000	1)	245,000,000
  Common stock issued in exchange for liabilities and debts				34,500,000		34,500,000						-
  Total common shares outstanding						284,519,578						245,022,035
  Net income (loss) per common share					$	-					$	-
  1) Includes 50,000,000 shares due to LionsGate Funding that were unissued at the time of the merger and as of year-end.

  ---

  
  

  The condensed consolidated pro forma financial position as of the date of merger is classified as “otherfollows:

  NUNZIA PHARMACEUTICAL COMPANY
  UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
  		As of December 4, 2019									As of December 31, 2018
  		Nunzia		Cal-Biotech		Adjustments			Pro Forma		Nunzia		Cal-Biotech		Adjustments			Pro Forma
  ASSETS
  Total assets	$	-	$	-	$	-	$		-	$	-	$	-	$	-	$		-
  LIABILITIES AND STOCKHOLDERS' DEFICIT
  Accounts payable and accrued liabilities	$	68,447	$	$            -	$	$             -	$		68,447	$	62,490	$	$          -	$	$                -	$		62,490
  Related party advances		228,427		-		-			228,427		208,477		-		-			208,477
  Related party promissory note		23,000		-		-			23,000		23,000		-		-			23,000
  Total current liabilities		319,874		-		-			319,874		293,967		-		-			293,967
  Total liabilities		319,874		-		-			319,874		293,967		-		-			293,967
  Commitments and contingencies
  Stockholders' equity (deficit)
  Common stock; Class A, $0.001 par value		20		245,000		(45,000)		1)	200,020		22		245,000		(45,000)		1)	200,022
  Common stock; Class B, $0.001 par value		51		-		-			51		51		-		-			51
  Common stock payable		-		-		50,000		1)	50,000		-		-		50,000		1)	50,000
  Additional paid-in capital		5,962		(238,000)		(5,000)		2)	(237,038)		3,157		(241,800)		(5,000)		2)	(243,643)
  Retained deficit		(325,907)		(7,000)		-			(332,907)		(297,197)		(3,200)		-			(300,397)
  Total stockholders' deficit		(319,874)		-		-			(319,874)		(293,967)		-		-			(293,967)
  Total liabilities and stockholders' deficit	$	-	$	-	$	-	$		-	$	-	$	-	$	-	$		-
  1) reduced to reflect 200 million shares issued and allocate 50 million shares as payable.
  2) represents the difference of 5 million additional shares issued in the merger that were in excess of outstanding shares of Cal-Biotech.

  ---

  
  

  NOTE 7 – 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 liabilities”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 initially measured atuncertain. 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 8 – Subsequent Events

  Management has reviewed material events subsequent of the period ended December 31, 2020 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”.

  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 fair value. Subsequent measurementsproducts 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 recorded at amortized cost usingconsidered related parties as they share the effective interest rate method.

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.

Item

ITEM 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.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by(a) Evaluation of Disclosure Controls and Procedures

Pursuant 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, 2008, 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, 2008, 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 assuranceto 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

Management(b) Management’s Report on Internal Control over Financial Reporting

The 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, 2008. 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, 2008, ourthe end of the period covered by this report, 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.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTINGIn 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, 2008period 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 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 May 8, 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)Biographical Information

Set forth below are the names of all of our directors and executive officers, all positions and offices held by each person, the period during which each has served as such, and the principal occupations and employment of such persons during at least the last five years, and other director positions held currently or during the last five years: 

Current Directors and Officers

Michael Mitsunaga. Since 2009, Mr. Mitsunage was namedMitsunaga has served as the President, on 6-28-2010CEO and appointed as a memberDirector of the BoardCompany. Mr. Mitsunaga also currently serves as president of Directors on 6-28-2010.

(2)      Ms. Halvorson was named Secretary on 2-22-2018TSM Trading Import/Export Company and appointed as a member of the Board of Directors on 2-22-2018

consultant to TSM Recovery and Recycling, Inc. Both companies were founded by Mr. Mitsunage business experience is listed below:

ARIZONA GOLD AND ONYX MINING (2009 – Present)

President and Board Member of a company that develops precious metal mines in Nevada and Arizona; oversee all phases of taking the company public, including raising substantial investment capital, obtaining a public shell corporation, facilitating underwriting, 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” approved by FDA for useMitsunaga 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.National Sale and Marketing. From 1991 – 1996, Mr. Mitsunaga became the President of North America for Union Pacific Foods and was responsible for the sale of products to National Distributors, Brokers and International Trading Companies. Mr. Mitsunaga continues to provide consulting and advisory services to businesses. Over the course of his entrepreneurial career, Mr. Mitsunaga has earned a wealth of international and public company business experience through the myriad of business dealings in Asia and the Pacific.   

TSM SEWING MACHINES (1978 – 1979)

Pioneered projectCharles Strongo, MBA. Mr. Strongo currently serves as the Company’s CEO and Director since December 5, 2019. Mr. Strongo has 30 years’ experience in business management and operations with a proven track record of increasing profitability in the health care industry and particularly in the in-vitro diagnostic industry. Mr. Strongo has been in the in vitro diagnostic business for the past Twenty-Four years, having begun in 1995, the beginning of the “over-the counter” in-vitro diagnostic industry and has managed annual budgets exceeding $500 million. Mr. Strongo currently serves as CEO and Chairman of Global Whole Health Partners Corporation since August 1, 2019. Mr. Strongo has served as President and Chief Executive Officer of EarlyDETECT, Inc. (EDI) since March, 2004. He was a member of the EDI Board of Directors from June 2002 until June 2009. Prior to reclaimthat, Mr. Strongo served as the Chief Financial Officer for two years. Mr Strongo has owned and recondition costly, disposable commercial sewing machine hooks, which yielded substantial returnsoperated his own successful FDA Approved diagnostic manufacturing facility. Mr. Strongo has a comprehensive knowledge of ISO and FDA regulations and has prepared several companies for the ISO inspections. Mr. Strongo has filed more than twenty FDA 510K filings; he has also worked on countless pharmaceutical filings. Mr. Strongo has prepared several companies for FDA inspections, under FDA regulatory GMP guidelines. Mr. Strongo has cleared companies for ISO 13485 CDM in less than 6 months, a process that usually takes a year. Mr. Strongo’s dynamic personality, keen understanding and extensive professional expertise, have enabled Mr. Strongo to increase profitability for multiple companies domestically and internationally. Mr. Strongo established businesses in foreign countries, including Canada, Brazil, China, South Africa, Russia, Taiwan, Mexico, Malaysia, Thailand, and the company’s capital investment; developed program to import discarded commercial sewing machinesPhilippines. Mr. Strongo holds a BA/MBA in Business Management from Japan, which were refurbished and leased to American commercial garment manufacturers.National University.  

Kim Halvorson. Ms. Halvorson is seasoned Business Development and Marketing professional that thrives in new and innovative environments. Over her 25 year healthcare career, she 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.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 1one 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 DivisionDivision’s strategic investments.

Richard A. Johnson – Chief Financial Officer

To the position of Chief Financial Officer Richard Johnson bringsShujie Cui. Mr. Cui served as a wealth of experience at the senior executive levelspost 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 CompanyChief Science Officer and Director of Global Whole Health Partners Corporation since August 1, 2019.

All of our directors are elected annually to serve for one year or until their successors are duly elected and qualified. 

Because we do not have a class of equity securities registered pursuant to section 12 of the Company strategic goals.
Mr. Johnson’s enviable recordExchange Act we are not required to make the disclosures required by Item 405 of achievements at the executive level includes, latterly, CFO at Early Detect Inc. where he supervised the financial activities of the Company and its subsidiaries over a span of 4.5 years. Previously, he held positions of Chief Financial Officer, General Manager and Director in industry and also was a Senior Management and Finance Consultant to the manufacturing, retail, agriculture and service industries for fifteen years as well as Program Control Director and Management Consultant with a major international Engineering and Construction Corporation. Early in his career, Mr. Johnson spent eleven years with the U.S. Department of Energy, Las Vegas, where he had the responsibilities of financial analysis, budgeting and Safety analysis in the areas of nuclear explosives internationally.

Audit CommitteeRegulation SK. 

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.

Code of EthicsCODE 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, 20 or 2019 . 

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,  2020 and 2019: 

(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, 2019 through December 31, 2020.

(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, 2019 through December 31, 2020.

(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, 2019 through December 31, 2020.

(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.

(5) Mrs. Halvorson was appointed as Secretary and Director on February 1, 2018. Mrs. Halvorson did not earn and was not paid any compensation for the year Ended December 31, 2019. Mrs. Halvorsen was terminated on December 5, 2019.

Employment Agreements

We currently have no employment agreements in place.

Outstanding Equity Awards as Fiscal Year-End

None.  

Payments Upon Termination of Change in Control

There are no understandings or agreements known by management at this time which would result in a change in control.

Compensation of Directors

We have provided no compensation to our directors for their services provided as directors.

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

Item 12. Security OwnershipThe following table sets forth certain information as of Certainthe 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 Ownersownership is determined in accordance with SEC rules and Managementgenerally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and Related Stockholder Matterssole 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.

Current Management doesn’t have(2) Calculated pursuant to rule 13d-3(d) of the detailsExchange Act. Beneficial ownership is calculated based on 292,820,578 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 period that’s reported herewith 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)  Lionsgate Funding Group LLC, a Wyoming Limited Liability Corporation, is controlled by Sara Gonzales. 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) 190,809,000 shares owned by LionsGate; (b) 31,650,000 shares owned by LionsGate pursuant to the Merger that have not been issued; (c) 51,000 shares of Class B common stock owned by LionsGate; and (d) 5,000,000 shares owned by Sara Gonzales.

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:

·any transaction with another company for which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue;
 

·compensation to executive officers determined by the Board;
 

·compensation to directors determined by the Board;
 

·transactions in which all security holders receive proportional benefits; and
banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service. 

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, 2020 and 2019. 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

All

We have incurred fees totalling $20,000 for professional services related to the audit of our financial statements for the fiscal years ended December 31, 2020 and other audit related fees during2019.  

The Company did not pay an outside accountant to prepare tax returns for the year ended December 31, 20082020 and 2007 is NIL.2019.  

PART IV

Part IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Item 15. Exhibits,(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, 2020 and 2019; 

·Consolidated Statements of Operations for the years ended December 31, 2020 and 2019; 

·Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2020 and 2019; 

·Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019; 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

Exhibit No.Description of Exhibit

3.1   Amended and Restated Articles of Incorporation of Viking Capital Group, Inc. (Incorporated by reference pursuant to Exchange Act Rule 12b-23 to the Registrant's Form 14A (File No. 0-22744) for 1996) 

3.2   Amendment to Amended and Restated Articles of Incorporation of Registrant (Incorporated by reference pursuant to Exchange Act Rule 12b-23 to the Registrant's Form 10-KSB for the fiscal year ended December 31, 2001) 

3.3   Bylaws of Viking Capital Group, Inc. as amended (Incorporated by reference pursuant to Exchange Act Rule 12b-23 to the Registrant's Form 10-SB (File No. 0-22744) effective December 27, 1993) 

3.4Articles of Amendment to the Articles of Incorporation dated May 20, 2010 changing the Company’s name to Arizona Gold & Onyx Mining Company (1)

3.5Written Consent of the Court-Appointed Custodian of Viking Capital Group, Inc. dated October 5, 2009 relating to the one-for-ten, Class B Common Stock reverse split and the issuance of 51,000 shares of Class B Common Stock to Joseph Arcaro (1)

3.6Corporate Resolution of the Board of Directors dated October 6, 2009 relating to the 1-for-300, Class A Common Stock reverse split (1)

3.7Form 15 (Incorporated by reference to Form 15 filed on April 23, 2010)

3.8Certificate of Registration to the Articles of Incorporation dated November 10, 2010 increasing the authorized shares from 150,000,000 to 500,000,000 (1)

3.9Certificate of Registration to the Articles of Incorporation dated February 15, 2018 relating to the one-for-seven thousand (1-for-7,000), class A common stock reverse split (1)

3.10Certificate of Registration to the Articles of Incorporation dated February 15, 2018 changing name to Nunzia Pharmaceutical Corporation (1)

3.11Certificate of Registration to the Articles of Incorporation dated April 17, 2019 changing name to Arizona Gold and Onyx Company (1)

4.1Securities Exchange Agreement between Arizona Gold & Onyx Mining Company and Gold & Onyx Mining Company dated June 28, 2010 (1)

4.2Merger and Consolidation Agreement dated October 22, 2017 between Arizona Gold & Onyx Mining Company and LionsGate Funding Management LLC and California Biotech, Inc. (1)

10.1IV Warmer License Agreement Dated December 21, 2020 (Incorporated by reference to Form 8-K filed on August 4, 2021)

10.2Mutual Sales and Marketing Agreement dated April 12, 2021 (Incorporated by reference to the Form 8-K filed on May 7, 2021)

31.1Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 

31.2Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 

32.1Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*