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

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

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 [ ]

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 [X] No [ ]

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~60,207,846~~223,744,842 shares as of ~~May 22, 2017.~~June 19, 2018.

See accompanying notes to unaudited condensed consolidated financial statements.

~~See accompanying notes to unaudited condensed consolidated financial statements.~~

OncBioMune Pharmaceuticals, Inc. (the “Company,” “we,” “us” or “our”) is a biotechnology company specializing in innovative cancer treatment therapies. The Company has proprietary rights to a breast and prostate patent vaccine, as well as a process for the growth of cancer tumors. The Company’s mission is to improve the overall patient condition through innovative bio immunotherapy with proven treatment protocols, to lower deaths associated with cancer and reduce the cost of cancer treatment. The Company’s technology is safe, and utilizes clinically proven research methods of treatment to provide optimal success of patient recovery. ~~We are also developing~~

On August 19, 2016, the Company and ~~commercializing specialty drugs in Mexico and other Latin American countries following our March 10, 2017 acquisition of~~ Vitel Laboratorios, S.A. de C.V., a Mexican variable stock corporation (“Vitel”) entered into a Shareholders’ Agreement related to the launch of Oncbiomune México, S.A. De C.V. (“Oncbiomune Mexico”) for the purposes of developing and commercializing the Company’s PROSCAVAX vaccine technology and cancer technologies in México, Central and Latin America (“MALA”). Under the terms of the Shareholders Agreement, the Company agreed to assign to Oncbiomune Mexico limited patent and intellectual property rights and trademarks related to its OVCAVAX, PROSCAVAX vaccine technology and cancer technologies and future developments related to these technologies. Through March 10, 2017, the Company and Vitel each owned 50% of Oncbiomune Mexico and Oncbiomune Mexico was treated as an equity-method investee for accounting purposes. Oncbiomune Mexico had minimal activity in 2016 and through March 10, 2017. On March 10, 2017, Oncbiomune Mexico became a wholly owned subsidiary of the Company.

On March 10, 2017 (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel ~~Laboratorios, S.A. de C.V., a Mexican variable stock corporation (“Vitel”)~~ from its shareholders Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie (collectively, the “Vitel Stockholders”) pursuant to the terms and conditions of a Contribution Agreement to the Property of Trust F/2868 entered into among the Company and the Vitel Stockholders on the Closing Date (the “Contribution Agreement”). Vitel is a revenue-stage Mexico-based pharmaceutical company that ~~develops and commercializes specialty~~sells generic drugs in MALA. The Company acquired Vitel for the purpose of commercializing the Company’s PROSCAVAX vaccine technology and cancer technologies in MALA and to utilize Vitel’s distribution network and customer and industry relationships.

On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and Oncbiomune México due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBiomune Mexico. Accordingly, the Vitel and Oncbiomune México are now treated as a discontinued operation (See Note 3).

The Company’s consolidated financial statements include the financial statements of OncBioMune Pharmaceuticals, Inc. and its wholly-owned subsidiaries, OncBioMune, Inc., Vitel and Oncbiomune México, S.A. De C.V.. All significant intercompany accounts and transactions have been eliminated in ~~consolidation~~consolidation.

Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended December 31, ~~2016~~2017 and ~~2015~~2016 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on ~~April 17, 2017.~~May 31, 2018.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, the Company had a net loss from operations of ~~$2,782,648~~$446,046 and ~~$444,340~~$776,769 for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The net cash used in operations were ~~$670,842~~$433,878 and ~~$357,657~~$670,842 for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively. Additionally, the Company had an accumulated deficit of ~~$5,925,499~~$14,338,049 and ~~$3,142,851~~$23,655,989 at March 31, ~~2017~~2018 and at December 31, ~~2016,~~2017, respectively, had a working capital deficit of ~~$2,835,093~~$5,184,447 at March 31, ~~2017,~~2018, had no revenues from continuing operations since inception, and ~~had minimal revenues since inception.~~is currently in default on certain convertible debt instruments. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. On

March ~~10, 2017, the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel.~~ 31, 2018

Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending December 31, ~~2017.~~2018. The Company will seek to raise capital through additional debt and/or equity financings to fund ~~our~~its operations in the future.

Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three months ended March 31, ~~2017~~2018 and ~~2016~~2017 include the valuation of ~~accounts receivable, valuation~~assets and liabilities of ~~inventories,~~discontinued operations, useful life of property and equipment, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, and the fair value of assets acquired and liabilities assumed in the business acquisition.

Generally, the Company relies on one vendor as a single source of raw materials to produce certain components of its cancer treatment products. ~~The Company believe~~Any production shortfall that ~~other vendors are available~~impairs the supply of the antigen in ProscaVax to ~~supply these materials if~~ the Company ~~cannot~~could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is unable to obtain ~~these materials from its single~~a sufficient quantity of antigen, there could be a substantial delay in successfully developing a second source ~~vendor.~~supplier.

FASB ASC 820 —Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, ~~2016.~~2017. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2- Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3- Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, line of credit payable, accounts payable and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. ~~The Company accounts for certain instruments at fair value using level 3 valuation.~~

	Derivative Liabilities
Balance at December 31, 2017	$	11,966,760
Initial valuation of derivative liabilities included in debt discount		569,779
Initial valuation of derivative liabilities included in derivative income (expense)		57,747
Reclassification of derivative liabilities to gain on debt extinguishment		(203,048	)
Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants		(414,092	)
Change in fair value included in derivative income (expense)		(9,535,225	)
Balance at March 31, 2018	$	2,441,921

ASC 825-10 “Financial Instruments”,allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company did not have any cash equivalents.

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of March 31, ~~2017~~2018 and December 31, ~~2016.~~2017. The Company has not experienced any losses in such accounts through March 31, 2017. Additionally, the Company maintains cash at financial institutions in Mexico. At March 31, 2017 and December 31, 2016, cash balances held in Mexico banks of $63,335 and $0, respectively, are uninsured.2018.

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. ~~At March 31, 2017, based on a review of its outstanding balances, the Company has not established an allowance for doubtful accounts.~~

Inventories, consisting of finished goods related to the Company’s products are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates.

Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the three months ended March 31, 218 and 217, the Company did not record any impairment loss.

The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company records revenue when the products have been shipped to the customer. The Company reports its sales net of actual sales returns and the amount of reserves established for anticipated sales returns based on historical rates. The Company estimates and records a liability for potential returns and records this as a reduction of revenue in the same period the related revenue is recognized. The Company also offers cash discounts to certain customers as an incentive for prompt payment. The Company accounts for cash discounts by reducing accounts receivable by the prompt pay discount amount and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

Certain sales to distributors or retailers are made on a consignment basis. Revenue for consignment sales are not recognized until sell through to the final customer is established which may be upon receipt of payment from the Company’s customer.

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC 505-50 –“Equity-Based Payments to Non-Employees”, all share-based payments to non-employees, including grants of stock options, are recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly.

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and shares issuable for convertible debt (using the as-if converted method). These common stock equivalents may be dilutive in the future. ~~All potentially~~Potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following:

The following table presents a reconciliation of basic and diluted net income per share:

The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740“Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the years ending on and after December 31, 2011. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of March 31, ~~2017.~~2018.

Research and development costs incurred in the development of the Company’s products are expensed as incurred. For the three months ended March 31, 2018 and 2017, research and development costs were $56,879 and $31,914, respectively, and are included in operating expenses on the accompanying consolidated statements of operations.

The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and its U.S. subsidiary is the U.S. dollar and the functional currency of the Company’s subsidiaries located in Mexico is the Mexican Peso (“Peso”). For the subsidiaries whose functional currencies are the Peso, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. Additionally, transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates.

~~All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries.~~ The Company did not enter into any material transactions in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Asset and liability accounts at March 31, ~~2017~~2018 were translated at ~~18.7547~~18.1887 Pesos to $1.00, which was the exchange rates on the balance sheet date. Equity accounts were ~~stated~~translated at their historical rate. The average translation rates applied to the statements of operations for the three months ended March 31, ~~2017~~2018 was ~~20.2618~~18.5493 Pesos to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate.

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

~~In August 2015, FASB issued ASU 2015-14,~~~~Deferral of the Effective Date~~~~, which amends ASC Topic 606,~~~~Revenue from Contracts with Customers.~~ASC Topic 606 was established by previously-issued ASU 2014-09, discussed below. For public business entities, the amendments in ASU 2015-14 defer the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. Early adoption of ASU 2014-09 is permitted. In May 2014, FASB issued ASU 2014-09,~~Revenue from Contracts with Customers~~, which established ASC Topic 606. The new revenue recognition standard eliminates all industry-specific guidance and provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The amendments in this ASU may be applied retrospectively to each period presented, or as a cumulative effect adjustment as of the date of adoption. Management is currently evaluating the accounting, transition and disclosure requirements of the standard and expects to know the financial statement impact upon adoption in 2018.

On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements.

~~On March 30, 2016,~~In July 2017, the FASB issued ASU ~~No. 2016-09 (“~~2017-11,Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. The ASU ~~2016-09”)~~allows companies to ~~amend~~exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the ~~accounting~~entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance ~~for share-based payment accounting. The areas for simplification~~ in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is2017-11is effective for ~~annual periods~~fiscal years beginning after December 15, ~~2016~~2018, and ~~early~~interim periods within those fiscal years. Early adoption is ~~permitted.~~permitted, and the guidance is to be applied using a full or modified retrospective approach. The ~~adoption of ASU 2016-09 did not have any effect~~Company is evaluating the impact of the ~~Company’s~~revised guidance and believes that this will have a significant impact on its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 –~~ACQUISITION~~DISCONTINUED OPERATIONS OF VITEL ~~LABORATORIOS, S.A. de C.V.~~AND ONCBIOMUNE MEXICO

~~ON March 10,~~On December 29, 2017, (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel Laboratorios, S.A. de C.V., a Mexican variable stock corporation (“Vitel”) from its shareholders Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie (collectively, the “Vitel Stockholders”) pursuant to the terms and conditions of a Contribution Agreement to the Property of Trust F/2868 entered into among the Company and the Vitel Stockholders on the Closing Date (the “Contribution Agreement”). Vitel is a revenue-stage Mexico-based pharmaceutical company that develops and commercializes specialty drugs in MALA. The Company acquired Vitel for the purpose of commercializing the Company’s PROSCAVAX vaccine technology and cancer technologies in MALA and to utilize Vitel’s distribution network and customer and industry relationships.

Pursuant to the terms of the Contribution Agreement, the Company issued 61,158,013 shares of its common stock and 5,000,000 shares of Series B preferred stock to Banco Actinver, S.A., in its capacity as Trustee (“Banco Actinver”) of the Irrevocable Management Trust Agreement Trust No. 2868 (the “Trust Agreement”) for the benefit of the Vitel Stockholders in exchange for 100% of the issued and outstanding capital stock of Vitel (the “Vitel Shares”). The Common Stock and Series B Preferred will be held by Trustee for the benefit of the Vitel Stockholders as provided for in the Trust Agreement and 98% of the Vitel Shares are held by Banco Actinver for the benefit of the Company as provided for in the Trust Agreement and 2% of the Vitel Shares were transferred to the Company. Vitel became a wholly owned subsidiary of the Company as of the Closing Date as the Company has full control of the Vitel Shares through the Trust.

~~In addition, the Company issued 2,892,000 shares of Series B Preferred to Jonathan F. Head, Ph. D, the Company’s Chief Executive Officer and a member of~~ the Board of Directors of the Company ~~(the “Board of Directors”) as provided for in the Contribution Agreement. The Series B preferred stock issued to Dr. Head and were~~ determined to ~~have nominal value~~sell or otherwise dispose of ~~$289 or $.0001 per shares~~its interest in Vitel and ~~was recorded as compensation expense.~~

~~To induce~~Oncbiomune Mexico due to disputes with the original Vitel Stockholders ~~to enter into the Contribution Agreement~~ and as a condition to close the transactions set forth in that agreement, the Company, the Vitel Stockholders, Dr. Head and Andrew A. Kucharchuk, the Company’s President, Chief Financial Officer and a Director also entered into the following agreements asresulting loss of operational control of the ~~Closing Date or perform the following actions (i) a Stockholder’s Agreement among the Company, Dr. Head, Mr. Kucharchuk, Mr. Cosme~~assets and Mr. Alaman dated as of the Closing Date (the “Stockholders’ Agreement”); (ii) the Trust Agreement; (iii) the Company, Vitel and the Vitel Stockholders entered into employment agreements with Messrs. Cosme and Alaman; (iv) the Company and Dr. Head and Mr. Kucharchuk entered into amendments to the employment agreements with, and stock option awards to, Dr. Head and Mr. Kucharchuk; (v) the Company, Dr. Head, Mr. Kucharchuk and the Vitel Stockholders agreed to consent to an amendment to the Company’s Articles of Incorporation and bylaws; (vi) and to elect Mr. Cosme, Mr. Alaman, Dr. Head and Mr. Kucharchuk as directorsoperations of Vitel and ~~such directors~~OncBiomune Mexico. Accordingly, Vitel and Oncbiomune Mexico are now treated as a discontinued operation for all periods presented in accordance with ASC 205-20. This decision will enable the company to ~~elect Mr. Cosme, Mr. Alaman, Dr. Head~~focus more of its efforts and ~~Mr. Kucharchuk as officers~~resources on the Phase 2 clinical trial of ~~Vitel.~~

~~The following is a summary~~Pursuant to ASC Topic 205-20, Presentation of ~~Stockholders Agreement.~~

~~The Vitel Stockholders and~~Financial Statements - Discontinued Operations, the ~~Company established a trust pursuant to the Trust Agreement described below. Mr. Cosme and Mr. Alaman each contributed, assigned and transferred to the Company ownership of, and title over, one share~~business of the ~~capital stock~~Oncbiomune Mexico and Vitel are now considered discontinued operations because of ~~Vitel (the “Vitel Shares”) and Mr. Cosme and Mr. Alaman contributed, assigned and transferred to Banco Actinver (as defined in the Trust Agreement”) ownership~~management’s decision of and title over, the remaining 98 Vitel Shares for the benefit of the Company pursuant to the terms and conditions of the Trust Agreement. The Company contributed, assigned and transferred to Banco Actinver ownership of, and title over, 61,158,013 newly-issued shares of Common Stock and 5,000,000 newly-issued shares of Series B Preferred Stock with 100 votes per share (collectively, the “OBM Shares”), for the benefit of Mr. Cosme and Mr. Alaman pursuant to the terms and conditions of the Trust Agreement. The OBM Shares held by the Trust have not been and will not be registered under the Securities Act of 1933, as amended, (“Securities Act”) and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder and are subject to the restrictions on transfer contained in Article 4 of the Shareholders’ Agreement.December 29, 2017.

Corporate Rights. The corporate rights resulting from the Vitel Shares contributed to the Trust will be exercised by Banco Actinver pursuant to the written instructions it receives from the Company. For such purposes, and pursuant to the bylaws of Vitel, the Company shall have the authority to instruct Banco Actinver regarding exercising any corporate rights it may be entitled to in its capacity as the majority Vitel shareholder.

~~Composition of the Board of Directors.~~ The Stockholders’ Agreement permits the Vitel Stockholders to appoint one member to the Board of Directors, one designated by Dr. Head and Mr. Kucharchuk (the “Management Designee”), and two independent directors shall be designated jointly by Dr. Head and Mr. Kucharchuk (the “Management Stockholders”) on the one hand, and the Vitel Stockholders, on the other, and the Management Stockholders or the Management Designee and the Vitel Stockholders or the Vitel Designee shall jointly appoint, as soon as practicable, an independent fifth member of the Board of Directors.

~~Board of Directors Resolutions.~~ The Stockholders’ Agreement requires the Board of Directors to adopt any and all resolutions with a vote from a majority of its members, provided that for any “Major Decision” as defined in the Stockholders’ Agreement, either the Vitel Designee or the Management Designee shall vote in favor of adopting the corresponding resolution. In the event of a deadlock amongst the members of the Vitel Board of Directors, the Board of Directors shall cast the deciding vote to resolve the deadlock amongst the board members of Vitel with a vote from a majority of its members.

~~Restrictions on Transfer.~~Generally, the Stockholders may not at any time, except as discussed below, transfer their respective Company Securities (x) to any of their Affiliates, their spouse, children, grandchildren, parents, sisters, brothers, nieces, nephews or any other relative within the second degree of kindred or a trust or other entity under a Stockholder’s control (the “~~Permitted Transferees“), or (y) with the prior consent of the other Stockholders which are also a party hereto, or (z) as otherwise permitted under the Stockholders’ Agreement (each, a “Permitted Transfer~~ “), in the understanding that (1) each Management Stockholder will be considered a Permitted Transferee with respect to each other and each Vitel Stockholder will be considered a Permitted Transferee with respect to each other, (2) transfers by the Stockholders that are a party hereto resulting from their death shall be considered a Permitted Transfer, and (3) any Stockholder that is a party hereto may act individually in regards to the rights provided for in the Stockholders’ Agreement.

~~Right of First Refusal~~. In the event a Stockholder that is a party to the Stockholders’ Agreement wishes to transfer its Company Securities (other than a transfer which is part of an acquisition or strategic transaction approved by the directors of the Company as a Major Decision), the other non-transferring Stockholders that are also a party to the Stockholders’ Agreement shall have the irrevocable right of first refusal to purchase that shares of the selling shareholder.

~~Right of Co-Sale (Tag Along)~~. In the event that any stockholder who is a party to the Stockholders’ Agreement or group of such stockholders intends to accept an offer (either solicited or unsolicited) from any third party to acquire or otherwise transfer Company Securities (as defined in the Stockholders’ Agreement), representing at least 20% of the outstanding Company Securities, on a fully diluted basis, the selling stockholder shall give an offer notice in writing to the other stockholders of the Company who are a party to the Stockholders’ Agreement, with a copy to the Company, containing the terms and conditions of such offer received from the interested third party. Each such stockholder shall have the right to participate in such offer by selling the pro rata proportion of its Company Securities pursuant to such offer to acquire or otherwise Transfer Company Securities (as defined in the Stockholders’ Agreement).

~~Drag Along~~. In the event a stockholder who is a party to the Stockholders’ Agreement or group of such stockholders representing at least 32% (thirty two per cent) of the outstanding Company Securities, on a fully diluted basis, intends to accept an offer from any third party to acquire or otherwise Transfer Company Securities, representing at least 50% of the outstanding Company Securities, on a fully diluted basis, and the transaction is approved by the Board of Directors as a Major Decision, then each such stockholder shall be obligated to sell its Company Securities pursuant to the offer to purchase. In case the drag along provision included herein is enforced, all the stockholders participating in such sale shall receive the same terms and conditions of sale based on their respective holdings of Company Securities and shall otherwise be treated equally based on such ownership interest.

~~Termination~~. The Stockholders’ Agreement terminates upon the earlier of the following: (i) three years as of the Closing Date; (ii) in connection with any Shareholder, whenever such Shareholder directly or indirectly owns less than 5% of the fully diluted shares of the Company; or (iii) upon the consummation of a Liquidation Event (as defined in the Stockholders’ Agreement).

Effective as of March 10, 2017, Mr. Cosme, Mr. Alaman and the Company entered into the Irrevocable Management Trust Agreement Number F/2868 between Mr. Cosme, Mr. Alaman, the Company and Banco Actinver (the “Trust Agreement”) for the purpose of establishing a trust to hold the OBM Shares and 98 shares of Vitel’s capital stock which were transferred to Trustee pursuant to the Trust Agreement, in addition to other property the beneficiaries may elect to contribute to the trust. The trust structure of this acquisition transaction was established in order to provide certain income tax benefits to the seller pursuant to Mexican tax law.

In connection with the acquisition, the Company issued 61,158,013 unregistered shares of its common stock valued at $4,586,851, based on the acquisition-date fair value of our common stock of $.075 per share based on recent sales of the Company’s common stock pursuant to unit subscription agreements and 5,000,000 shares of Series B preferred stock which primarily gives the holder voting rights and were determined to have nominal value of $500.

The fair value of the assets acquired and liabilities assumed were based on management estimates of the fair values on March 10, 2017. Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

The assets ~~acquired~~ and liabilities ~~assumed are recorded at their estimated fair value on~~classified as discontinued operations in the acquisition date with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumedCompany’s consolidated financial statements as of the business combination date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments were determined.

The purchase price exceeded the fair value of the net assets acquired by approximately $4,695,596, which shall be recorded as goodwill or other intangible assets pending the Company analysis of the fair values. The fair value of intangible assets may be based upon the discounted cash flow method that involves inputs that are not observable in the market (Level 3). Goodwill assigned represents the amount of consideration transferred in excess of the fair value assigned to identifiable assets acquired2018 and ~~liabilities assumed. Any goodwill recorded is not expected to be deductible~~December 31, 2017 and for ~~U.S. income tax purposes.~~

~~The Company shall record acquisition and transaction related expenses in the period in which they are incurred. During~~ the three months ended March 31, 2018 and 2017 ~~acquisition and transaction related expenses primarily consisted~~is set forth below.

The summarized operating result of ~~legal fees~~discontinued operations included in the Company’s consolidated statements of ~~approximately $104,000.~~operations is as follows:

~~NOTE 4 –LINE OF CREDIT~~ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

In October 2014, the Company entered into a $100,000 revolving promissory note (the “Revolving Note”) with Regions Bank (the “Lender”). The unpaid principal balance of the Revolving Note is payable on demand and any unpaid principal and interest is payable due not later than October 27, 2017, is secured by deposits located at the Lender, and bears interest computed at a variable rate of interest which is equal to the Lender’s prime rate plus 1.7% (5.7% and 5.45% at March 31, 2017 and December 31, 2016, respectively). The Company will pay to Lender a late charge of 5.0% of any monthly payment not received by Lender within 10 calendar days after its due date. The Company may, at any time or from time to time, prepay the Revolving Note in whole or in part without penalty.2018

At March 31, 2017 and December 31, 2016, the Company had $99,208 and $99,741, respectively, in borrowings outstanding under the Revolving Note with $792 and $259, respectively, available for borrowing under such note. The weighted average interest rate during the three months ended March 31, 2017 was approximately 5.57%.

On November 23, 2016, ~~(the “Original Issue Date”),~~ the Company entered into and closed on the transaction set forth in an Amended and Restated Securities Purchase ~~Agreement~~Agreements (the “Securities Purchase ~~Agreement”~~Agreements”) it entered into with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $350,000: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the ~~“Notes”~~“November 2016 Notes”); and (ii) warrants (the “Warrants”) to purchase 2,333,334 shares of the Company’s common stock at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from ~~the Original Issue Date.~~November 23,2016. The aggregate principal amount of the November 2016 Notes iswas $350,000 and the Company received $300,000 after giving effect to the original issue discount of $50,000. The November 2016 Notes bear interest at a rate equal to 10% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the November 2016 Notes)), ~~have~~had a maturity date of July 23, 2017 and ~~are~~were convertible (principal, and interest) at any time after the issuance date of the November 2016 Notes into shares of the Company’s Common Stock at aan initial conversion price equal to $0.15 per share (subject to adjustment as provided in the Note) (see below for reduction for reduction of conversion price), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the ~~Note~~November 2016 Notes shall be convertible and the Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Due to non-payment of the November 2016 Notes, an event of default occurred and accordingly, the November 2016 Notes and Warrants are convertible and exercisable based on the default terms.

On May 23, 2017, in connection with the November 2016 Notes, the Company entered into forbearance agreements (the “Forbearance Agreements”) with the Purchases whereby the Purchasers waived any event of default, as defined in the November 2016 Notes. The Company failed to make a payment on May 23, 2017 to each of the Holders as required pursuant to the November 2016 Notes which resulted in an event of default under such Notes. As of result of the event of default, the aggregate amount owing under the November 2016 Notes as of May 23, 2017 was increased to $509,135 with such amount including a mandatory default amount of $141,299 and accrued interest of $17,836 resulting in debt settlement expense of $141,299 which was recorded in May 2017. The Forbearance Agreement also provides for the Holders to forbear their right to demand an immediate cash payment of the principal amount due plus accrued interest as a result of the Company’s failure to satisfy its payment obligations to the Holder on May 23, 2017 so long as the Company complies with its other obligations under the November 2016 Notes and the other transaction documents. The Forbearance Agreements did not waive the default interest rate of 24%. In consideration therefore, and as currently set forth in the November 2016 Notes, the Holders shall be entitled to convert such notes from time to time at their discretion in accordance with the terms of the November 2016 Notes and the November 2016 Notes shall not be subject to repayment unless agreed to by the Holder of such Note. In connection with the Forbearance Agreement, in May 2017, the Company increased the principal balance of the November 2016 Notes by $159,135, reduced accrued interest payable by $17,836, and recorded debt settlement expense of $141,299.

In 2017, the Company also increased the principal amount of these notes by $42,327 for other default charges and other expenses.

The November 2016 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $0.075 per share then to $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $0.05 per share then to $0.03 per share and then to $0.006 per share and the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,114 warrants (see Note 7). In September 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants (see Note 7). The remaining 4,537,038 warrants were then ratcheted to 22,685,192 warrants based on the new ratcheted down $0.006 per share exercise price.

On June 2, 2017, the Company entered into a 2^nd Securities Purchase Agreement (the “2^nd Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 2^nd Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $233,345: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “June 2017 Notes”); and (ii) warrants (the “June 2017 Warrants”) to purchase 1,555,633shares of the Company’s common stock, par value $0.001 per share at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants) and exercisable for five years after the issuance date.

The aggregate principal amount of the June 2017 Notes is $233,345 and the Company received $200,000 after giving effect to the original issue discount of $33,345. The June 2017 Notes bear interest at a rate equal to 10% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the June 2017 Notes)), have a maturity date of February 2, 2018 and are convertible (principal, and interest) at any time after the issuance date of issuance into shares of the Company’s common stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the June 2017 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the June 2017 Note shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The June 2017 Notes provide for two amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 120% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 125% of the applicable amortization payment.

The June 2017 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price.

The June 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and then $.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per shares and the exercise price of the June 2017 Warrants were lowered to $0.006 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,600 warrants, an increase of 43,816,968 warrants.

On July 26, 2017, the Company entered into and closed on a 3^rd Securities Purchase Agreement (the “3^rd Securities Purchase Agreement”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 3^rd Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $300,000: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,883 (the “July 2017 Notes”); and (ii) warrants (the “July 2017 Warrants”) to purchase 4,769,763 shares of the Company’s common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 3^rd Securities Purchase Agreement occurred on July 26, 2017. These Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the Notes)), have a maturity date of March 25, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stock at a conversion price equal to $0.07 per share (subject to adjustment as provided in the Note), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the July 2017 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the July 2017 Warrants shall be 60% of the Default Conversion Price. These Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. These Notes may be prepaid at any time until the 210th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during months four through seven following the Original Issue Date.

In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price.

The July 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and then at $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per share and the exercise price of the July 2017 Warrants were lowered to $0.006 per share and the total number of July 2017 Warrants were increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants (see Note 7).

On January 29, 2018, the Company entered into and closed on a 4^th Securities Purchase Agreement (the “4^th Securities Purchase Agreement”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 4^th Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “January 2018 Notes”); and (ii) 5 year warrants (the “January 2018 Warrants”) to purchase 8,333,333 shares of the Company’s common stock par value $0.001 per share at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 4^th Securities Purchase Agreement occurred on January 29, 2018. The aggregate principal amount of the January 2018 Notes is $333,333 and the Company received $295,000 after giving effect to the original issue discount of $33,333 and offering costs of $5,000. These Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the Notes)), have a maturity date of September 29, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stock at a conversion price equal to $0.03 per share (subject to adjustment as provided in the Note), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the January 2018 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the January 2018 Warrants shall be 60% of the Default Conversion Price.

These Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the original issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. These Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the five months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price.

On March 13, 2018, the Company entered into a 5^th Securities Purchase Agreement (the “5^th Securities Purchase Agreement”) securities with three institutional investors for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Purchase Agreement, the Company issued for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “Notes”) and (ii) warrants (the “Warrants”) to purchase an aggregate of 12,350,000 shares of the Company’s common stock at an exercise price of $0.04 per share. The aggregate principal amount of the Notes is $333,333 and as of the date the Company received $61,000 after giving effect to the original issue discount of $33,333 and offering costs of $10,000 which are treated as a debt discount, the payment of legal and accounting fees of $29,000 not related to these Notes, and the funding of an escrow account held by the escrows agent of $200,000. The Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the Notes)), shall mature eight months from issuance and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the Notes); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days.

The Notes provide for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the total outstanding principal and all interest accrued as of the payment date. If the six-month amortization payment is made in cash then the Company shall pay the holder 110% of the applicable amortization payment and if the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions.

The Notes may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest from the fifth month anniversary of the issue date through the six month anniversary of the issue date. In order to prepay the Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its Note in whole or in part at the conversion price.

The initial exercise price of the Warrants is $0.04 per share, subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the Warrant.

The November 2016 Notes, June 2017 Notes, July 2017, January 2018 and March 2018 Notes contain certain covenants, such as restrictions on the incurrence of indebtedness, creation of liens, payment of restricted payments, redemptions, payment of cash dividends and the transfer of assets. ~~The~~These Notes also contains certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. The conversion price is also subject to adjustment if the Company issues or sells shares of its common stock for a consideration per share less than the conversion price then in effect, or issue options, warrants or other securities convertible or exchange for shares of its common stock at a conversion or exercise price less than the conversion price of ~~the~~these Notes then in effect. If either of these events should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable. The Company granted the Purchasers certain rights of first refusal on future offerings by the Company for as long as the Purchasers hold ~~the~~these Notes. In addition, subject to limited exceptions, the Purchasers will not have the right to convert any portion of ~~the~~these Note if the Purchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to its conversion. The Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company.

~~The~~2018 Warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of ~~the~~these Warrants isare subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of ~~the~~these Warrants isare also subject to full ratchet price adjustment if the Company sells or grants any option to purchase, ~~sell~~sells or ~~re-price~~re-prices any common stock or common stock equivalents, as defined, at an exercise price lower than the then-current exercise price of ~~the Warrant~~these Warrants with the exception for certain exempted issuances and subject to certain limitations on the reduction of the exercise price as provided in the Warrants. In the event of a fundamental transaction, as described in ~~the~~these Warrants and generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of the Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock, the holders of ~~the~~these Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised ~~the~~these Warrants immediately prior to such fundamental transaction; provided that upon the occurrence of certain fundamental transactions, the holder can require the Company to purchase ~~the Warrant~~these Warrants for cash at a price equal to the higher of the Black Scholes Value of the unexercised portion of ~~the Warrant~~these Warrants or difference between the cash per share paid in the fundamental transaction and the exercise price per share.

The ~~holder~~holders of these Warrants will not have the right to exercise any portion of ~~the Warrant~~these Warrants if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of ~~the~~these Warrants.

In connection with the Company’s obligations under the November 2016, June 2017, July 2017, January 2018 and March 2018 Notes, the Company entered into a Security Agreement, Pledge Agreement and Subsidiary Guaranty with Calvary Fund I LP, as agent, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) excluding permitted indebtedness which ~~includes~~included a first lien held by Regions Bank in connection with the $100,000 revolving promissory note entered into with Regions Bank in October 2014, for the benefit of the Purchasers, to secure the Company’s obligations under the Notes. Upon an Event of Default (as defined in the related Notes), the Purchasers may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral.

During the three months ended March 31, 2018, the Company issued 28,450,009 shares of its common stock upon the conversion of principal note balances of $249,359 and accrued interest and penalties of $86,330.

In connection with the issuance of the November 2016, June 2017, July 2017, January 2018 and March 2018 Notes and Warrants, ~~above,~~ the Company determined that the terms of ~~the Notes~~these Note and Warrants contain terms that included a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. ~~Subsequent to the date of these Notes, the Company sold stock at a share price of $0.075 per shares.~~ Accordingly, pursuant to these ratchet provisions, the conversion price on these Notes and the exercise price of the Warrants were lowered to $0.075 per share. Additionally, the total number of Warrants were increased on a full ratchet basis by 3,111,111 (see Note 7).

~~Under~~under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments and the Warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and Warrants were determined using the Binomial valuation model. At the end of each period, on the date that debt was converted into common shares, and on the date of a cashless exercise of warrants, the Company revalued the embedded conversion option and warrants derivative liabilities. ~~For~~

In connection with the issuance of the January and March 2018 Notes and Warrants, during the three months ended March 31, ~~2017, aggregate~~2018, on the initial measurement date, the fair values of the embedded conversion option derivative and warrant derivative of $627,526 was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Convertible Note of $569,779, with the remainder of $57,747 charged to current period operations as initial derivative expense.

At the end of the period, the Company revalued the embedded conversion option and warrant derivative liabilities. In connection with these revaluations and the initial derivative expense, ~~from changes~~the Company recorded derivative income (expense) of $9,477,478 and $(1,814,233) for the three months ended March 31, 2018 and 2017, respectively.

At March 31, 2018, $200,000 of the aggregate subscription amount of the March 2018 financing is being held in ~~fair value~~escrow and shall released upon the upon the satisfaction of ~~derivative liabilities amounted~~certain conditions or waiver thereof by all of the investors, including: (i) the Company shall have filed its annual report for the fiscal year ending December 31, 2017 on or prior to ~~$1,814,233, which~~April 17, 2018, (ii) the Company shall have sold or otherwise disposed of its subsidiaries Vitel and Oncbiomune México, S.A. De C.V. and reserved an aggregate of 46,158,013 shares currently held by Vitel principals for the benefit of the investors and (iii) the Company shall at all times be in full compliance with the conditions set forth in Rule 144(i)(2).The $200,000 is ~~recorded as a component~~included in prepaid expenses and other current assets of ~~other income/(expense) on~~ the accompanying condensed consolidated ~~statements of operations. The Company did not have derivative liabilities~~balance sheet at March 31, ~~2016.~~2018. In June 2018, the $200,000 was released to the Company.

The Securities Purchases Agreements also requires the Company to pay counsel for the holders $10,000, satisfy the current public information requirements under SEC Rule 144(c), refrain from issuing securities for a period of 30 days from closing and provides the holders with rights of participation in future financings for a period of 12 months from the closing.

During the three months ended March 31, ~~2017,~~2018, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions:

For the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, amortization of debt discounts related to this Convertible Note and the Notes amounted to ~~$131,249~~$257,277 and ~~$0,~~$131,249, respectively, which has been included in interest expense on the accompanying consolidated statements of operations.

~~At March 31, 2017 and December 31, 2016, the convertible debt consisted of the following:~~

~~At March 31, 2017 and December 31, 2016, the Company had $350,000 and $350,000, respectively, in borrowings outstanding under the Notes.~~ The weighted average interest rate during the ~~period~~three months ended March 31, 2018 and 2017 was approximately 14.5% and 10.0%, respectively.

On March 13, 2018, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties terminated (i) the purchase agreement between them dated October 20, 2015 (the “Equity Line Agreement”) that provided the Company the right to sell to Lincoln Park, at its sole discretion, up to $10,100,000 of the Company’s common stock and (ii) the related registration rights agreement pursuant to which the Company had agreed to file a registration statement with the Securities and Exchange Commission covering the shares issuable under the Equity Line Agreement and related share issuances.

From June 2017 to September 2017, the Company entered into loan agreements with several third parties (the “Loans”). Pursuant to the loan agreements, the Company borrowed an aggregate of $538,875. The Loans bear interest at an annual rate of 33.3% and are unsecured and are in default.

From time to time, the Company receives advances from and repays such advances to the Company’s chief executive officer ~~and chief financial officer~~ for working capital purposes. Additionally, from time to time, Vitel’s General Manager of Global Operations and Vitel’s Chief Operations Officer, both of who are beneficial shareholders of the Company (together referred to as the Vitel Officers), paid expenses on behalf of the Company and the Company reimburses the Vitel Officers or these expenses. The advances are non-interest bearing and are payable on demand.

For the three months ended March 31, ~~2017,~~2018, due to related party activity consisted of the following:

~~At March 31, 2017, the Company owed $8,748 to a company owned by the Vitel Officers for consulting services performed~~

~~During the three months ended March 31, 2017, the Company paid $20,975 and $7,842 to a company owned by the Vitel Officers for consulting fees and for administrative fees, respectively.~~

On August 12, 2015, the Company filed amended and restated Articles of Incorporation with the Nevada Secretary of State to authorize 520,000,000 shares of capital stock, of which 500,000,000 shares are common stock, with a par value of $0.0001 per share (“Common Stock”), and 20,000,000 shares are preferred stock, with a par value of $0.0001 per share (“Preferred Stock”).

On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock is entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company.

The holders of Series A Preferred Stock shall have no special voting rights and their consent is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action. On ~~September 2, 2015, in connection with the Exchange, the Company issued~~December 31, 2017 and 2016, there were 1,000,000 shares of the Company’s Series A Preferred Stock ~~representing 100% of the outstanding Series A Preferred.~~outstanding. Of these shares, 500,000 ~~were issued to~~are held by our Chief Executive Officer and 500,000 shares ~~were issued to~~are held by a former member of our Board of Directors. ~~As of~~

March 31, ~~2017, there are 1,000,000 shares of Series A Preferred Stock issued and outstanding.~~2018

On March 7, 2017, the Company filed a certificate of designation, preferences and rights of Series B preferred stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 7,892,000 shares of its previously authorized preferred stock as Series B preferred stock, par value $0.0001 per share and a stated value of $0.0001 per share. The Certificate of Designation and its filing was approved by the Company’s board of directors without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law.

The holders of shares of Series B preferred stock are entitled to dividends or distributions share for share with the holders of the Common Stock, if, as and when declared from time to time by the Board of Directors. The holders of shares of Series B preferred stock have the following voting rights:

In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive, share for share with the holders of shares of Common Stock and Series A Preferred Stock, all the assets of the Corporation of whatever kind available for distribution to stockholders, after the rights of the holders of the Series A Preferred Stock have been satisfied.

In March 2017, the Company issued 2,892,000 shares of Series B Preferred to Jonathan F. Head, Ph. D, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company as provided for in the Contribution Agreement. The Series B preferred stock issued to Dr. Head and were determined to have nominal value of $289, or $.0001 per shares, and was recorded as compensation expense. In addition, in March 2017 the Company issued 5,000,000 shares of Series B Preferred to Banco Actinver for the benefit of the Vitel Stockholders as partial consideration in the exchange for 100% of the issued and outstanding capital stock of Vitel. (See Note 3). The 5,000,000 shares of Series B preferred stock which primarily gives the holder voting rights and were determined to have nominal value of $500, or $.0001 per shares. As of March 31, ~~2017,~~2018, there are 7,892,000 shares of Series B Preferred issued and outstanding.

In January 2018, pursuant to a unit subscription agreement, the Company issued ~~150,000~~600,000 shares of its unregistered common stock to an employee as a bonus for services to the Company. The shares were valued at the most recent cash price paid of $0.075 per share. In connection with these shares, the Company recorded stock-based compensation of $11,250.

During the three months ended March 31, 2017, pursuant to unit subscription agreements, the Company issued 8,119,802 shares of its unregistered common stock and 4,059,912 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investorsinvestor for cash proceeds of ~~$608,983~~$6,000, or ~~$0.075~~$0.01 per share.

OnFrom January 1, 2018 to March ~~10, 2017, pursuant to the terms of the Contribution Agreement,~~31, 2018, the Company issued ~~61,158,013~~28,450,009 shares upon conversion of debt of $249,359 and accrued interest and penalties of $86,330. Upon the conversion of the debt, the Company valued the related derivative liability using the Binomial valuation model and calculated a fair value of $203,048 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment.

During January and February 2018, the Company issued 18,429,093 shares of its ~~unregistered~~ common stock ~~to Banco Actinver, S.A., in its capacity as Trustee (the “Trustee”)~~upon the cashless exercise of ~~the Irrevocable Management Trust Agreement Trust No. 2868 (the “Trust Agreement”) for the benefit~~25,357,414 of ~~the Vitel Stockholders in exchange for 100% of the issued and outstanding capital stock of Vitel. (See Note 3).~~these warrants.

~~On October 20, 2015,~~The November 2016 Warrants include a down-round provision under which the exercise price could be affected by future equity offerings undertaken by the Company ~~entered into~~or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these November 2016 Warrants, the Company sold stock at a share price of $0.075 per share, $0.05 per share and $0.01 per share. Accordingly, pursuant to these ratchet provisions, the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,114 warrants. In September 2017, the Company issued 9,547,087 shares of its common stock ~~purchase agreement (the “Purchase Agreement”), together~~upon the cashless exercise of 9,074,076 of these warrants. The remaining 4,537,038 warrants were then ratcheted to 22,685,192 warrants based on the new ratcheted down $0.006 per share exercise price.

On June 2, 2017, in connection with ~~a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Under~~ the ~~terms and subject to the conditions of the~~2^nd Securities Purchase Agreement (see Note 4), the Company ~~has~~issued the ~~right to sell to, and Lincoln Park is obligated~~June 2017 Warrants to purchase ~~up to $10.1 million in amounts of~~1,555,633 shares ~~as described below,~~ of the Company’s common stock, ~~subject~~par value $0.001 per share at an exercise price of $0.175 (subject to adjustments under certain ~~limitations, from time to time, over~~conditions as defined in the ~~36-month period commencing on the date that~~June 2017 Warrants). The June 2017 Warrants include a ~~registration statement,~~down-round provision under which the ~~Company agreed to file with the Securities~~conversion price and ~~Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective~~exercise price could be affected by future equity offerings undertaken by the ~~SEC and a final prospectus in connection therewith is filed which occurred on December 15, 2015. The~~ Company ~~may direct Lincoln Park,~~or contain terms that are not fixed monetary amounts at ~~its sole discretion and subject~~inception. Subsequent to certain conditions, to purchase up to 100,000 shares of Common Stock on any business day (such purchases, “Regular Purchases”), provided that at least one business day has passed since the most recent purchase, and provided, however that Lincoln Park’s committed obligation under any single Regular Purchase shall not exceed $50,000, provided that the amount the Company may sell to Lincoln Park under a single Regular Purchase may increase under certain circumstances as described in the Purchase Agreement but in no event will the amount of a single Regular Purchase exceed $500,000. The purchase price of shares of Common Stock related to the future funding will be based on a formula tied to the prevailing market prices of such shares at the time of sales. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of these June 2017 Notes, the Company sold stock at a ~~Regular Purchase~~share price of $0.05 per share and $0.01 per share. Accordingly, pursuant to these ratchet provisions, the ~~closing sale~~exercise price of the ~~Common Stock is not below~~June 2017 Warrants were lowered to $0.006 per share and the ~~threshold price as set forth~~total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,600 warrants, an increase of 43,816,968 warrants.

On July 26, 2017, in connection with the ~~Purchase Agreement. The Company’s sales of shares of Common Stock to Lincoln Park under the~~3rd Securities Purchase Agreement ~~are limited~~(see Note 4), the Company issued the July 2017 Warrants to ~~no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 4.99% of the then outstanding~~purchase 4,769,763 shares of the ~~Common Stock.~~Company’s common stock, par value $0.001 per share at an exercise price of $0.10 (subject to adjustments under certain conditions as defined in the July 2017 Warrants). The July 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and $0.01 per share. Accordingly, pursuant to these ratchet provisions, the exercise price of the July 2017 Warrants were lowered to $0.006 per share and the total number of July 2017 Warrants were increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants.

InOn January 29, 2018, in connection with the 4^th Securities Purchase Agreement (see Note 4), the Company issued ~~as a commitment fee~~the January 2018 Warrants to ~~Lincoln Park 1,000,000~~purchase 8,333,334 shares of ~~Common Stock. Lincoln Park represented~~the Company’s common stock, par value $0.001 per share at an exercise price of $0.04 (subject to ~~the Company, among other things, that it was an “accredited investor” (as such term is~~adjustments under certain conditions as defined in ~~Rule 501(a) of Regulation D~~the January 2018 Warrants). The January 2018 Notes and related Warrants include a down-round provision under which the ~~Securities Act of 1933, as amended (the “Securities Act”)),~~conversion price and ~~the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a) (2) under the Securities Act. The securities sold may not~~exercise price could be ~~offered or sold in the United States absent registration or an applicable exemption from registration requirements.~~

~~The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing~~affected by future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determinedequity offerings undertaken by the Company ~~from time~~or contain terms that are not fixed monetary amounts at inception.

On March 13, 2018, in connection with the 5^th Securities Purchase Agreement (see Note 4), the Company issued the January 2018 Warrants to ~~time, including, among others, market conditions,~~purchase 8,333,334 shares of the ~~trading~~Company’s common stock, par value $0.001 per share at an exercise price of $0.04 (subject to adjustments under certain conditions as defined in the ~~Common Stock~~March 13 2018 Warrants). The March Notes and ~~determinations~~related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company as to the appropriate sources of funding for the Company and its operations. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as it directs in accordance with the Purchase Agreement. Lincoln Park has covenantedor contain terms that are not ~~to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares.~~

~~The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices~~fixed monetary amounts at which the Company sells shares of its stock to Lincoln Park. The Company expects that any proceeds received by the Company from such sales to Lincoln Park under the Purchase Agreement will be used for general corporate purposes and working capital requirements.

During ~~the three months ended March 31, 2017, pursuant to the Purchase Agreement,~~January and February 2018, the Company issued ~~900,000~~18,429,093 shares of its common stock ~~to Lincoln Park for net proceeds~~upon the cashless exercise of ~~$176,617~~25,357,414 of these warrants. Upon the cashless exercise of these warrants, the Company valued such warrants using the Binomial valuation model and calculated a ~~subscription receivable~~fair value of ~~$25,237~~$414,092 which was ~~collected in April 2017.~~

~~Warrants~~recorded as a reduction of derivative liabilities and as gain on debt extinguishment.

Warrant activities for the three months ended March 31, ~~2017~~2018 are summarized as follows:

On March 10, 2017, the non-management members of the Board of Directors determined that it was in the best interests of the Company to reward the Company’s chief executive officer and chief financial officer of the Company by amending their employment agreements and awarding them stock options in order to provide incentives to retain and motivate them in their roles with the Company. The stock option award included options for each of them to purchase 2,000,000 shares (the “Stock Options”) of Common Stock at an exercise price of $0.25 per share. One-third of the Stock Options vest on March 10, 2017, March 10, 2018, and March 10, 2019, respectively, and are exercisable at any time after vesting until 10 years after the grant date. The Stock Options vest so long as the optionee remains an employee of the Company or a subsidiary of the Company on the vesting dates (except as otherwise provided for in the employment agreement between the Company and the optionee).

The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 203.4%; risk-free interest rate of 1.93%; and, an estimated holding period of 6 years. In connection with these options, the Company valued these options at a fair value of $293,598 and will record stock-based compensation expense over the vesting period. During the three months ended March 31, 2018 and 2017, the Company recorded stock-based compensation expense of $32,621 and $103,983 related to these options, respectively.

At March 31, ~~2017,~~2018, there were 4,000,000 options outstanding and 1,333,334 options vested and exercisable. As of March 31, ~~2017,~~2018, there was ~~$189,615~~$46,894 of unvested stock-based compensation expense to be recognized through December 2026. The aggregate intrinsic value at March 31, ~~2017~~2018 was approximately ~~$20,000~~$0 and was calculated based on the difference between the quoted share price on March 31, ~~2017~~2018 and the exercise price of the underlying options.

Stock option activities for the three months ended March 31, ~~2017~~2018 are summarized as follows:

On February 2, 2016, the Company entered into an employment agreement with Jonathan F. Head, Ph.D. (“Dr. Head”) to serve as the Company’s Chief Executive Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Dr. Head provides that Dr. Head’s salary for calendar year 2016 shall be $275,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Dr. Head shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Dr. Head for the immediately preceding calendar year.

On February 2, 2016, the Company entered into an employment agreement with Andrew Kucharchuk (“Mr. Kucharchuk) to serve as the Company’s President and Chief Financial Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Mr. Kucharchuk provides that Mr. Kucharchuk’s salary for calendar year 2016 shall be $200,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Mr. Kucharchuk shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Mr. Kucharchuk for the immediately preceding calendar year.

The above executives shall be eligible for an annual target bonus payment in an amount equal to ten percent of his base salary (“Bonus”). The Bonus is determined based on the achievement of certain performance objectives of the Company as established by the Board of Directors. The Bonus may be greater or less than the target Bonus, based on the level of achievement of the applicable performance objectives.

On March 10, 2017, the non-management members of the Board of Directors determined that it was in the best interests of the Company to reward the Company’s chief executive officer and chief financial officer of the Company by amending their employment agreements and awarding them stock options in order to provide incentives to retain and motivate them in their roles with the Company. The Company amended each of the February 2, 2016 employment agreements of the Company’s chief executive officer and chief financial officer to extend the term to March 9, 2020 and to provide for 100% vesting of any unvested portion of any outstanding equity, or equity-based award granted to them by the Company upon termination of their respective employment agreements without cause, as a result of a breach of the agreement by the Company or upon their respective death or disability.

The stock option award included options for each of them to purchase 2,000,000 shares (the “Stock Options”) of Common Stock at an exercise price of $0.25 per share. One-third of the Stock Options vest on March 10, 2017, March 10, 2018, and March 10, 2019, respectively, and are exercisable at any time after vesting until 10 years after the grant date. The Stock Options vest so long as the optionee remains an employee of the Company or a subsidiary of the Company on the vesting dates (except as otherwise provided for in the employment agreement between the Company and the optionee).

On March 10, 2017, Vitel entered into employment agreements with each of Messrs. Cosme and Alaman who were the sellers of Vitel. Mr. Cosme was appointed as Vitel’s General Manager of Global Operations and Mr. Alaman was appointed as its Chief Operations Officer. Both of Messrs. Cosme and Alaman will be responsible for, supervising, managing, planning, directing and organizing the activities of the Vitel and will be its two most senior executive officers reporting to Vitel’s Board of Directors with all other employees of Vitel reporting directly or indirectly to them.

Each of the agreements provides for a base salary of $187,500, annual bonuses and other compensation as required under Mexican Federal Labor Law and an annual bonus target of 50% of salary based on performance objectives to be established by the Company’s Board of Directors annually. In addition, Messrs. Cosme and Alaman are entitled to a $500 monthly car allowance, health insurance reimbursement of up to $5,000 per year and other benefits required under Mexican law. The employment agreement also contains a non-compete provision prohibiting them from engaging in business activities that compete with Vitel’s current business and allows them to continue to operate their ongoing pharmaceuticals business so long as such business does not interfere with their duties to Vitel under their respective employment agreements. In addition, if Messrs. Cosme and Alaman seek to pursue any future business opportunities that do not interfere with their obligations to Vitel, they are required to notify the Company and provide it with a notice and an opportunity to participate in such opportunity.

The employment agreements may be terminated upon the employee’s death or disability, and with or without cause. In the event Vitel terminates either of Messrs. Cosme and Alaman’s employment upon their death or disability, for cause (as defined in the employment agreement) or if either of them should resign without cause, the person resigning is entitled to payment of their base salary through the date of termination and certain severance payments they are legally entitled to receive under Mexican Federal Labor Law. At Vitel’s option, it may terminate their employment without cause or the employee may terminate the agreement for good cause (as defined in the agreement) in which event the person terminated is entitled to (i) the equivalent amount of the corresponding severance payment set forth in the Mexican Federal Labor Law for an unjustified dismissal, or if greater (ii) the equivalent amount of up to three years’ gross salary and certain amounts mandated under Mexican labor laws, depending on the date of termination less the number of months elapsed after March 10, 2017. The severance payment shall be paid in equal monthly installments over the remaining term so long as the employee is in compliance with the non-compete provisions provided for in the employment agreement.

~~The Company is a guarantor of Vitel’s obligations under the employment agreements. The employment agreements do not represent additional purchase consideration.~~

~~In April 2017, pursuant to unit subscription agreements,~~Grant of stock options

On May 8, 2018, the Company ~~issued 133,334 shares~~granted an aggregate of ~~its common~~17,500,000 stock ~~and 66,667 five-year warrants~~options to purchase ~~common shares for an exercise price of $0.30 per common share to investors for cash proceeds of $10,000 or $0.075 per share.~~

From April 1, 2017 to April 26, 2017, pursuant to a stock purchase agreement with Lincoln Park dated October 20, 2015, whereby the Company has the right to sell to, and Lincoln Park is obligated to purchase, up to $10,100,000 in amounts of17,500,000 shares of the Company’s common stock ~~subject~~at $0.0135 per share as follows: 15,000,000 options were granted to ~~certain limitations, from time to time, over the 36-month period,~~officers and directors of the Company, ~~issued 800,000 shares~~500,000 options were granted to an employee, and 2,000,000 option to the Company’s scientific advisory board. These options vest in one year from the grant date and expire on May 8, 2028. The fair value of ~~its common stock to Lincoln Park for net proceeds~~these option grants was estimated on the date of ~~$183,070.~~

~~On April 13, 2017,~~grant using the ~~Company issued 20,000 shares~~Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of ~~its unregistered common stock to a consultant for business development services performed. The shares were valued at~~0%; expected volatility of 243%; risk-free interest rate of 2.81%; and, an estimated term based on the ~~most recent cash price paid~~simplified method of ~~$0.075 per share.~~5.5 years. In connection with these ~~shares,~~options, the Company ~~recorded~~valued these options at a fair value of approximately $233,000 and will record stock-based compensation expense over the vesting term.

In April 2018, the Company issued 5,929,503 shares upon conversion of ~~$1,500.~~debt of $30,000 and accrued interest of $5,577.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2017, as filed with the SEC on ~~April 17, 2017.~~May 31, 2018.

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.

We are a clinical-stage biopharmaceutical company engaged in the development of novel cancer immunotherapy products, with a proprietary vaccine technology that is designed to stimulate the immune system to attack its own cancer while not hurting the patient. ~~We are also developing and commercializing specialty drugs in Mexico and other Latin American countries following our March 10, 2017 acquisition of Vitel Laboratorios discussed below.~~

We seek to create a portfolio of product candidates that may be developed as therapeutics for our own proprietary programs or for development by potential collaborative partners. We recognize that the product development process is subject to both high costs and a high risk of failure. We believe that identifying a variety of product candidates and working in conjunction with other pharmaceutical partners may minimize the risk of failure, fill the product pipeline gap at major pharmaceutical companies, and ultimately increase the likelihood of advancing clinical development and potential commercialization of the product candidates.

Our lead product, ProscaVax™ is scheduled to commence atwo Phase 2 clinical study in ~~2017~~2018 following our Phase 1 clinical trials in 2016 and into 2017.

On March 10, 2017, we completed the acquisition of Vitel Laboratorios (the “Vitel Acquisition”). The Vitel Acquisition iswas expected to transform OncBioMune into a revenue-generating international pharmaceutical company with a more diverse product line with a particularly deep reach throughout Mexico, Central and Latin America, and relationships across Europe and Asia. The Vitel Acquisition includes the acquisition of two drugs it licenses and sells in Mexico, Bekunis® for constipation and Cirkused® for stress. Approved for sale in the fourth quarter of 2016, the two over-the-counter products have generated significant sales that have exceeded Vitel’s early projections. Vitel has a total of seven other products that are either already in the registration stage or planned for launch later in 2017.Asia

By acquiring Vitel, we indirectly acquired Vitel’s 50% ownership interest in Oncbiomune México, an entity in which we acquired a 50% interest when we jointly launched this company. Oncbiomune Mexico was launched for the purposes of developing and commercializing our PROSCAVAX vaccine technology and cancer technologies in México, Central and Latin America (“MALA”) for the treatment of prostate, ovarian and various other types of cancer and includes a portfolio of owned products and licenses with OncBioMune.

On December 29, 2017, our Board of Directors of the Company determined to sell or otherwise dispose of our interest in Vitel ~~has license agreements covering~~and Oncbiomune Mexico due to disputes with the ~~Mexican market with Roha Arnzemittel, GmbH (“Roha”) for Bekunis® (for constipation)~~original Vitel Shareholders resulting in a lack of control over the assets and ~~Cirkused® (for stress),~~operations of Vitel and Oncbiomune Mexico. Accordingly, Vitel and Oncbiomune Mexico are now treated as ~~well as licensing rights~~a discontinued operation. This decision will enable us to focus more of our efforts and resources on the ~~remainder~~Phase 2 clinical trial of ~~Roha’s pipeline at Vitel’s discretion.~~Proscavax in the United States.

Vitel also has Mexican territorial rights through licensing agreements with; Kamada for KamRab® (for rabies), KamRho® (an Rh immunization) and Glassia® (for Anti-D deficiency); Aqvida for Imatinib (for cancer), and other oncology products; QPharma for Androferti (a male fertility drug) and is currently developing two innovative orphan drugs through their own research and development

For Mexico, Central and Latin America, Vitel has relationships that are expected to forge development and commercialization of several products, including, Gem Pharmaceuticals for GPX-150 (for sarcoma); EOC Pharma for Telatinib (for first line oral gastric cancer treatment); and Rational Vaccines for the first and only herpes Vaccine technology for the treatment of HSV-2 and HSV-1.

In addition to its product pipeline and relationships, Vitel’s network channel partners cover a wide range of drug development and marketing. A sampling of relationships includes, CID Information Systems (marketing intelligence), Grupo Nichos (pharmaceutical salesforce, demand generation), CeroGrados (pharmaceutical warehousing, and old chain), CRO’s authorized by the Federal Commission for the Protection from Sanitary Risks (“COFEPRIS”) in Mexico and Regulatory Affairs parties that are authorized by the COFEPRIS for dossier build up and pre-inspection.

~~In addition to the assets we acquired through the Vitel Acquisition, our~~Our current product portfolio consists of three target therapies and a vaccine platform that allows us to create a therapeutic vaccine for any solid tumor cancer. The vaccine platform has treated over 300 patients. We are in the ~~planning~~initiation stage of a Phase 2 clinical trial of our lead product, ProscaVax®. The trial will be under the direction of Glenn Bubley, MD and the lead site will be Harvard’s Beth Israel Deaconess Medical Center, with additional other hospitals in the Harvard Health System. We anticipate that the trial will expand the results that we found in our Phase 1 clinical trial in a different patient population. We also hope to develop our other proprietary technologies, such as the paclitaxel-albumin conjugate with regard to which we plan to file an orphan drug indication within the next two years.

Three months Ended March 31, ~~2017~~2018 Compared to Three months Ended March 31, ~~2016~~2017

During the three months ended March 31, 2017, we generated revenue of $14,391 which related to product sales in Mexico during the period from the date of the Vitel acquisition (March 10, 2017) to March 31, 2017. We did not generate any revenues from continuing operations for the three months ended March 31, ~~2016. We expect to generate future revenues from product sales in Mexico as discussed above in the Overview section.~~

~~During the three months ended March 31, 2017, we recorded costs of sales of $10,588~~2018 and ~~gross margin of $3,803 which related to product sales in Mexico during the period from the date of the Vitel acquisition (March 10, 2017) to March 31,~~ 2017. ~~We did not generate any cost of revenues or gross profit during the three months ended March 31, 2016.~~

For the three months ended March 31, ~~2017,~~2018, operating expenses from continuing operations amounted to ~~$826,544~~$446,046 as compared to ~~$444,001~~$776,769 for the three months ended March 31, ~~2016, an increase~~2017, a decrease of ~~$382,543~~$330,723, or ~~86.2%~~42.6%. For the three months ended March 31, ~~2017~~2018 and 2016, operating expenses consisted of the following:

For the three months ended March 31, ~~2017,~~2018, loss from operations amounted to ~~$822,741~~$446,046 as compared to ~~$444,001~~$776,769 for the three months ended March 31, ~~2016, an increase~~2017, a decrease of ~~$378,740~~$330,723, or ~~85.3%~~42.6%. ~~This increase is~~The decreases are primarily a result of the ~~increase~~reduction in operating expenses ~~partially offset by gross profit~~ discussed above.

For the three months ended March 31, ~~2017,~~2018, we had total other ~~expense~~income of ~~$1,959,907~~$9,692,101 as compared to ~~total~~ other expense of ~~$339~~$1,956,378 for the three months ended March 31, ~~2016, an increase~~2017, a change of ~~$1,959,568.~~11,648,479, or 595.4%. This ~~increase~~change was primarily due to the recording of ~~expense~~a gain from the ~~change~~fair value of derivative liabilities of $9,477,478 in the 2018 period as compared to a loss from the fair value of derivative liabilities of $1,814,233 ~~and~~in the 2017 period, a reduction of $11,291,711, or 622.4%. Additionally, during the three months ended March 31, 2018, we recorded debt settlement income of $617,140 as compared to $0 for the three months ended March 31, 2017. This other income was offset by an increase in interest expense of ~~$139,541 due~~$262,637 related to an increase in interest-bearing debt and ~~amortization~~default interest.

For the three months ended March 31, 2018, income from continuing operations amounted to $9,246,055, or $ 0.05 per share (basic) and a $0.00 per share (diluted) as compared to a loss of ~~debt discount which has been~~$2,733,147, or $(0.03) per share (basic and diluted) for the three months ended March 31, 2017, an increase of $11,979,202, or 438.3%.

Our income from discontinued operations was $71,885 or $0.00 per share (basic and diluted), for the three months ended March 31, 2018, as compared with a loss from discontinued operations of $49,501 or $(0.00) per share (basic and diluted), for the three months ended March 31, 2017.

The summarized operating result of discontinued operations included in ~~interest expense.~~the Company’s consolidated statements of operations is as follows:

For the three months ended March 31, ~~2017,~~2018, we had a net income of $9,317,940, or $0.05 per common share (basic) and $0.00 per common share (diluted) as compared to a net loss of $2,782,648 or $(0.03) per common share (basic and diluted) ~~as compared to a net loss of $444,340 or $(0.01) per common share (basic and diluted)~~ for the three months ended March 31, ~~2016,~~2017, an increase of ~~$2,338,308~~$12,100,588, or ~~526.2%~~434.9%.

The functional currency of our subsidiaries operating in Mexico is the Mexican Peso (“Peso”). The financial statements of our subsidiaries are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $55,262 for the three months ended March 31, 2018 as compared to a foreign currency translation loss of $3,872 for the three months ended March 31, ~~2017. During the three months ended March 31, 2016, we did not have any foreign subsidiaries.~~2017, respectively. This non-cash loss had the effect of increasing our reported comprehensive loss.

As a result of our foreign currency translation ~~loss,~~gain (loss), we had comprehensive ~~loss~~income for the three months ended March 31, ~~2017~~2018 of ~~$2,786,520,~~$9,262,678, compared to comprehensive loss of ~~$444,340~~$2,786,520 for the three months ended March 31, ~~2016.~~2017.

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of ~~$2,835,093~~$5,184,447 and cash of ~~$142,547~~$2,068 as of March 31, ~~2017~~2018 and a working capital deficit of ~~$842,637~~$14,822,020 and no$1,431 of cash as of December 31, ~~2016.~~2017.

~~From December 31, 2016 to March 31, 2017, our~~The decrease in working capital deficit ~~increased by $1,992,456 and~~ was primarily ~~due~~attributable to an increase in current assets of $228,724 and a decrease in current liabilities of $9,408,849, including a decrease in derivative liabilities of $1,814,233, an increase in convertible debt, net of $131,249, and an increase in accounts payable of $436,017 offset by an increase in cash of $142,547, an increase in accounts receivable of $170,024, and an increase in inventories of $52,603.$9,524,839.

~~Our~~Net cash flow used in operating activities ~~for the three month ended March 31, 2017 as compared to our cash used in operating activities~~was $433,878 for the three months ended March 31, ~~2016 increased by $313,185. The increase in use of cash in operating activities was primarily due~~2018 as compared to an increase in net loss, partially offset by expense from the change in fair value of derivative liabilities, amortization of debt discount, stock-based compensation, an increase in accounts receivable and prepaid expenses, accrued liabilities and depreciation.

~~Cash flows provided by investing activities~~$670,842 for the three months ended March 31, 2017, a decrease of $236,964, or 35.3%.

Net cash flow used in investing activities was ~~$38,429 as compared to~~ $0 for the three months ended March 31, ~~2016, an increase of $38,429.~~2018 as compared to $38,429 for the three months ended Mach 31, 2017. During the three months ended March 31, 2017, we received cash from acquisition of Vitel of $39,144 ~~partially~~ offset by cash used for the ~~$715 cost~~acquisition of property and equipment ~~we acquired.~~of $715.

~~Cash flows~~Net cash provided by financing activities was $434,515 for the three months ended March 31, ~~2017 was $771,655~~2018 as compared to ~~$51,431~~$771,655 for the three months ended March 31, ~~2016, an increase~~2017. During the three months ended March 31, 2018, we received net proceeds from the sale of ~~$720,224.~~common stock and subscription receivable of $6,000, received cash from convertible debt of $466,666, and proceeds from related party advances of $38,515, offset by debt issue costs paid of $76,666. During the three months ended March 31, 2017, we received net proceeds from the sale of common stock and subscription receivable of $772,035, ~~as compared to $46,801 for the three months ended March 31, 2016 and~~net proceeds ~~of $965~~ from related party advances ~~partially~~of $965, offset by ~~a decrease~~the payment to the line of credit of $533, and an increase in athe bank overdraft ~~and payments to our line~~ of ~~credit.~~$812.

Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for more than 12 months from the date of this report. Accordingly, we will have to raise additional capital in the near future to meet our working capital requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, we had a net income of $9,317,940 and a net loss of $2,782,648 ~~and $444,340~~ for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The net cash used in operations were ~~$670,842~~$433,878 and ~~$357,657~~$670,842 for the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, respectively. Additionally, we had an accumulated deficit of ~~$5,925,499~~$14,338,049 and ~~$3,142,851~~$23,655,989 at March 31, ~~2017~~2018 and at December 31, ~~2016,~~2017, respectively, had a working capital deficit of ~~$2,835,093~~$5,184,447 at March 31, ~~2017,~~2018, had no revenues from continuing operations since inception, and ~~had minimal revenues since inception.~~we are in default on certain convertible debt instruments and loans. Management believes that these matters raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance date of this report. ~~On March 10, 2017, we completed the acquisition of 100% of the issued and outstanding capital stock of Vitel.~~ Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending December 31, ~~2017.~~2018. We will seek to raise capital through additional debt and/or equity financings to fund our operations in the future.

Although ~~we have~~the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If ~~we are~~the Company is unable to raise additional capital or secure additional lending in the near future, management expects that wethe Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should wethe Company be unable to continue as a going concern.

~~In October 2014,~~From June 2017 to September 2017, we entered into ~~a $100,000 revolving promissory note~~loan agreement with several third parties (the ~~“Revolving Note”) with Regions Bank (the “Lender”~~“Loans”). Pursuant to the loan agreements, we borrowed an aggregate of $538,875. The ~~unpaid principal balance of the Revolving Note is payable on demand and any unpaid principal and~~Loans bear interest ~~is payable due not later than October 27, 2017, is secured by deposits located~~ at ~~the Lender, and bears interest computed at a variable~~an annual rate of ~~interest which is equal to the Lender’s prime rate plus 1.7% (5.7%~~33.3% and 5.45% at March 31, 2017 and December 31, 2016, respectively). We will pay to Lender a late charge of 5.0% of any monthly payment not received by Lender within 10 calendar days after its due date. We may, at any time or from time to time, prepay the Revolving Noteare unsecured are currently in whole or in part without penalty. At March 31, 2017 and December 31, 2016, we had $99,208 and $99,741, respectively, in borrowings outstanding under the Revolving Note with $792 and $259, respectively, available for borrowing under such note. The weighted average interest rate during the three months ended March 31, 2017 was approximately 5.57%.default.

On October 20, 2015, we entered into a purchase agreement (the “Purchase Agreement”), together with a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Upon signing the Purchase Agreement, Lincoln Park agreed to purchase 333,334 shares of the Company’s common stock for $100,000 as an initial purchase under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, we have the right to sell to, and Lincoln Park iswas obligated to purchase, up to an additional $10,100,000 in amounts of shares, as described below, of our common stock, subject to certain limitations, from time to time, over the 36-month period commencing on the date that a registration statement, which we agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. We may direct Lincoln Park, at our sole discretion and subject to certain conditions, to purchase up to 100,000 shares of Common Stock on any business day (such purchases, “Regular Purchases”), provided that at least one business day has passed since the most recent purchase, and provided, however that Lincoln Park’s committed obligation under any single Regular Purchase shall not exceed $50,000, provided that the amount the Company may sell to Lincoln Park under a single Regular Purchase may increase under certain circumstances as described in the Purchase Agreement but in no event will the amount of a single Regular Purchase exceed $500,000. The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales. In addition, we may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the Common Stock is not below the threshold price as set forth in the Purchase Agreement. Our sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock.

In connection with the Purchase Agreement, we issued as a commitment fee to Lincoln Park 1,000,000 shares of Common Stock. Lincoln Park represented to us, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The net proceeds under the Purchase Agreement to us will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. We expect that any proceeds received by us from such sales to Lincoln Park under the Purchase Agreement will be used for general corporate purposes and working capital requirements. During 2016, we received net proceeds of $191,850 and a subscription receivable of $11,190 which was collected in January 2017 under the Purchase Agreement. During the ~~three months~~year ended ~~March~~December 31, 2017, wepursuant to the Purchase Agreement, the Company issued ~~900,000~~2,000,000 shares of its common stock to Lincoln Park for net cash proceeds of ~~$176,617 and a subscription receivable of $25,237 which was collected in April 2017.~~$407,787.

~~There can be no assurance that funding will be available under~~On March 13, 2018, we and Lincoln Park entered into a termination agreement pursuant to which the parties terminated (i) the Purchase Agreement ~~or if additional financing will be available~~between them dated October 20, 2015 and (ii) the related registration rights agreement pursuant to ~~us when needed or, if available, that it can be obtained on commercially reasonable terms. If~~which we ~~are not able~~had agreed to ~~obtain~~file a registration statement with the ~~additional financing on a timely basis, if~~Securities and ~~when it is needed, we will be forced to scale down or perhaps even cease~~Exchange Commission covering the ~~operation of our business.~~shares issuable under the Equity Line Agreement and related share issuances.

On November 23, 2016, ~~(the “Original Issue Date”) the Company~~we entered into and closed on the transaction set forth in ~~the~~an Amended and Restated Securities Purchase ~~Agreement~~Agreements (the “Securities Purchase ~~Agreement”~~Agreements”) it entered into with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Securities Purchase Agreement, ~~the Company~~we issued upon closing to the Purchasers for an aggregate subscription amount of $350,000: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the ~~“Notes”~~“November 2016 Notes”); and (ii) warrants (the “Warrants”) to purchase 2,333,334 shares of the Company’s common stock ~~par value $0.001 per share (the “Common Stock”)~~ at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants)~~. The closing under the Securities Purchase Agreement occurred on~~ (see below for reduction of warrant exercise price) which are exercisable for a period of five years from November ~~23, 2016.~~

~~The Notes~~.23,2016. The aggregate principal amount of the November 2016 Notes iswas $350,000 and ~~the Company will receive~~we received $300,000 after giving effect to the original issue discount of $50,000. The November 2016 Notes bear interest at a rate equal to 10% per annum (which interest rate increased to 24% per annum upon the occurrence of an Event of Default (as defined in the November 2016 Notes)), had a maturity date of July 23, 2017 and were convertible (principal, and interest) at any time after the issuance date of the November 2016 Notes into shares of the Company’s Common Stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the Note) (see below for reduction for reduction of conversion price), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the November 2016 Notes shall be convertible and the Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Due to non-payment of the November 2016 Notes, an event of default occurred and accordingly, the November 2016 Notes and Warrants are convertible and exercisable based on the default terms.

On May 23, 2017, in connection with the November 2016 Notes, we entered into forbearance agreements (the “Forbearance Agreements”) with the Purchases whereby the Purchasers waived any event of default, as defined in the November 2016 Notes. We failed to make a payment on May 23, 2017 to each of the Holders as required pursuant to the November 2016 Notes which resulted in an event of default under such Notes. As of result of the event of default, the aggregate amount owing under the November 2016 Notes as of May 23, 2017 was increased to $509,135 with such amount including a mandatory default amount of $141,299 and accrued interest of $17,836 resulting in debt settlement expense of $141,299. The Forbearance Agreement also provides for the Holders to forbear their right to demand an immediate cash payment of the principal amount due plus accrued interest as a result of the Company’s failure to satisfy its payment obligations to the Holder on May 23, 2017 so long as we comply with our other obligations under the November 2016 Notes and the other transaction documents. The Forbearance Agreements did not waive the default interest rate of 24%. In consideration therefore, and as currently set forth in the November 2016 Notes, the Holders shall be entitled to convert such notes from time to time at their discretion in accordance with the terms of the November 2016 Notes and the November 2016 Notes shall not be subject to repayment unless agreed to by the Holder of such Note. In connection with the Forbearance Agreement, in May 2017, we increased the principal balance of the November 2016 Notes by $159,135, reduced accrued interest payable by $17,836, and recorded debt settlement expense of $141,299.

In 2017, the Company also increased the principal amount of these notes by $42,327 for other default charges and other expenses.

The November 2016 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $0.075 per share then to $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $0.05 per share then to $0.03 per share and then to $0.006 per share and the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,114 warrants. In September 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants. The remaining 4,537,038 warrants were then ratcheted to 22,685,192 warrants based on the new ratcheted down $0.006 per share exercise price.

On June 2, 2017, we entered into a 2^nd Securities Purchase Agreement (the “2^nd Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 2^nd Securities Purchase Agreement, we issued upon closing to the Purchasers for an aggregate subscription amount of $233,345: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “June 2017 Notes”); and (ii) warrants (the “June 2017 Warrants”) to purchase 1,555,633 shares of the Company’s common stock, par value $0.001 per share at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants) and exercisable for five years after the issuance date.

The aggregate principal amount of the June 2017 Notes is $233,345 and we received $200,000 after giving effect to the original issue discount of $33,345. The June 2017 Notes bear interest at a rate equal to 10% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the June 2017 Notes)), have a maturity date of ~~July 23, 2017~~February 2, 2018 and are convertible (principal, and interest) at any time after the issuance date of ~~the Notes~~issuance into shares of the Company’s ~~Common Stock~~common stock at aan initial conversion price equal to $0.15 per share (subject to adjustment as provided in the ~~Note)~~June 2017 Notes),provided, ,however, , that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the June 2017 Note shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the ~~Common Stock~~common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The June 2017 Notes provide for two amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 120% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 125% of the applicable amortization payment.

The June 2017 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, ~~the Company~~we shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price.

On July 26, 2017, the Company entered into and closed on a 3^rd Securities Purchase Agreement (the “3^rd Securities Purchase Agreement”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 3^rd Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $300,000: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,883 (the “July 2017 Notes”); and (ii) warrants (the “July 2017 Warrants”) to purchase 4,769,763 shares of the Company’s common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 3^rdSecurities Purchase Agreement occurred on July 26, 2017. These Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the Notes)), have a maturity date of March 25, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stock at a conversion price equal to $0.07 per share (subject to adjustment as provided in the Note), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the July 2017 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the July 2017 Warrants shall be 60% of the Default Conversion Price. These Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. These Notes may be prepaid at any time until the 210th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during months four through seven following the Original Issue Date. In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price.

On January 29, 2018, we entered into and closed on a 4^th Securities Purchase Agreement (the “4^th Securities Purchase Agreement”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 4^th Securities Purchase Agreement, we issued upon closing to the Purchasers for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “January 2018 Notes”); and (ii) 5 year warrants (the “January 2018 Warrants”) to purchase 8,333,333 shares of the Company’s common stock par value $0.001 per share at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 4^th Securities Purchase Agreement occurred on January 29, 2018. The aggregate principal amount of the January 2018 Notes is $333,333 and we received $295,000 after giving effect to the original issue discount of $33,333 and offering costs of $5,000. These Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the Notes)), have a maturity date of September 29, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stock at a conversion price equal to $0.03 per share (subject to adjustment as provided in the Note), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the January 2018 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the January 2018 Warrants shall be 60% of the Default Conversion Price.

On March 13, 2018, we entered into a 5^th Securities Purchase Agreement (the “5^th Securities Purchase Agreement”) securities with three institutional investors for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Purchase Agreement, we Company issued for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “Notes”) and (ii) warrants (the “Warrants”) to purchase an aggregate of 12,350,000 shares of the Company’s common stock at an exercise price of $0.04 per share. The aggregate principal amount of the Notes is $333,333 and as of the date the Company received $61,000 after giving effect to the original issue discount of $33,333 and offering costs of $10,000 which are treated as a debt discount, the payment of legal and accounting fees of $29,000 not related to these Notes, and the funding of an escrow account held by the escrows agent of $200,000. The Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the Notes)), shall mature eight months from issuance and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the Notes); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days.

The November 2016 Notes, June 2017 Notes, July 2017, January 2018 and March 2018 Notes contain certain covenants, such as restrictions on the incurrence of indebtedness, creation of liens, payment of restricted payments, redemptions, payment of cash dividends and the transfer of assets. ~~The~~These Notes also contains certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. The conversion price is also subject to adjustment if ~~we issue~~the Company issues or ~~sell~~sells shares of ~~our~~its common stock for a consideration per share less than the conversion price then in effect, or issue options, warrants or other securities convertible or exchange for shares of ~~our~~its common stock at a conversion or exercise price less than the conversion price of ~~the~~these Notes then in effect. If either of these events should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable. WeThe Company granted the Purchasers certain rights of first refusal on future offerings by usthe Company for as long as the Purchasers hold ~~the~~these Notes. In addition, subject to limited exceptions, the Purchasers will not have the right to convert any portion of ~~the~~these Note if the Purchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to its conversion. The Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to ~~us. In addition, we granted~~ the ~~Purchasers certain rights of first refusal on future offerings by us for as long as the Purchasers hold the Notes.~~Company.

The ~~Warrants~~. As described above, holders of the Notes received Warrants to purchase up to 2,333,334 shares of Common Stock. The initial exercise price for the Warrants is $0.175 per share, subject to adjustment as described below,November 2016, June 2017, July 2017, January 2018 and ~~the Warrants are exercisable for five years after the issuance date. The~~March 2018 Warrants are exercisable for shares of ~~Common Stock~~the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis at any time there is no effective registration statement registering the shares of ~~Common Stock~~common stock underlying the Warrants. The exercise price of ~~the~~these Warrants isare subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of ~~the~~these Warrants isare also subject to full ratchet price adjustment if the Company sells or grants any option to purchase, ~~sell~~sells or ~~re-price~~re-prices any ~~Common Stock~~common stock or ~~Common Stock Equivalents (as~~common stock equivalents, as defined, ~~therein)~~ at an exercise price lower than the then-current exercise price of ~~the Warrant~~these Warrants with the exception for certain exempted issuances and subject to certain limitations on the reduction of the exercise price as provided in the Warrants. In the event of a fundamental transaction, as described in ~~the~~these Warrants and generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of the Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock, the holders of ~~the~~these Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised ~~the~~these Warrants immediately prior to such fundamental transaction; provided that upon the occurrence of certain fundamental transactions, the holder can require the Company to purchase ~~the Warrant~~these Warrants for cash at a price equal to the higher of the Black Scholes Value of the unexercised portion of ~~the Warrant~~these Warrants or difference between the cash per share paid in the fundamental transaction and the exercise price per share. The ~~holder~~holders of these Warrants will not have the right to exercise any portion of ~~the Warrant~~these Warrants if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of ~~Common Stock~~common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of ~~the~~these Warrants. ~~The foregoing description is qualified in its entirety by reference to the full text of the form of Warrant.~~

~~Ancillary Agreements~~. In connection with the Company’s obligations under the November 2016, June 2017, July 2017, January 2018 and March 2018 Notes, the Company ~~and its subsidiary, OncBioMune, Inc. (the “Subsidiaries”)~~ entered into a Security Agreement, Pledge Agreement and Subsidiary Guaranty with Calvary Fund I LP, as agent, pursuant to which the Company ~~and the Subsidiary~~ granted a lien on all assets of the Company ~~and the Subsidiary~~ (the “Collateral”) excluding permitted indebtedness which ~~includes~~included a first lien held by Regions Bank in connection with the $100,000 revolving promissory note entered into with Regions Bank in October 2014, for the benefit of the Purchasers, to secure the Company’s obligations under the Notes. Upon an Event of Default (as defined in the related Notes), the Purchasers may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral.

From May 2017 to December, 2017, the Company issued 10,608,890 shares of its common stock upon the conversion of principal note balances of $408,454 and interest of $17,418.

During the three months ended March 31, 2018, the Company issued 28,450,009 shares of its common stock upon the conversion of principal note balances of $249,359 and interest and penalties of $86,330.

At March 31, 2018, $200,000 of the aggregate subscription amount of the March 2018 financing shall be held in escrow and released upon the upon the satisfaction of certain conditions or waiver thereof by all of the investors, including: (i) the Company shall have filed its annual report for the fiscal year ending December 31, 2017 on or prior to April 17, 2018, (ii) the Company shall have sold or otherwise disposed of its subsidiaries Vitel and Oncbiomune México, S.A. De C.V. and reserved an aggregate of 46,158,013 shares currently held by Vitel principals for the benefit of the investors and (iii) the Company shall at all times be in full compliance with the conditions set forth in Rule 144(i)(2). The escrow was released to us in June 2018.

In connection with the Company’s obligations under the Notes, the Company and its subsidiary OncBioMune, Inc. entered into a security agreement with Calvary Fund I LP, as agent, pursuant to which the Company and the Subsidiary granted a lien on all assets of the Company and the Subsidiary, for the benefit of the holders, to secure the Company’s obligations under the Notes. The Company also entered into a pledge agreement with Cavalry and the Subsidiary executed a subsidiary guaranty. Upon an Event of Default (as defined in the Notes), the holders may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral.

The ~~Securities~~ Purchase Agreement ~~includes additional purchaser rights and Company obligations including obligations on~~also requires the Company to ~~reimburse~~pay counsel for the ~~Purchasers $20,000 for legal fees and expenses,~~holders $10,000, satisfy the current public information requirements under SEC Rule 144(c), ~~obligations on~~refrain from issuing securities for a period of 30 days from closing and provides the ~~Company~~holders with ~~respect to the use~~rights of ~~proceeds~~participation in future financings for a period of 12 months from the ~~sale of securities and Purchaser rights to participate in future Company financings. Reference should be made to the full text of the Securities Purchase Agreement.~~

Subsequent to the date of these Notes, we sold stock at a share price of $0.075 per shares. Accordingly, pursuant to these ratchet provisions, the conversion price on these Notes and the exercise price of the Warrants were lowered to $0.075 per share. Additionally, the total number of Warrants were increased on a full ratchet basis by 3,111,111.

~~During the year ended December 31, 2016, pursuant to stock subscription agreements, we issued 102,341 shares of our common stock to investors for cash proceeds of $51,926.~~

During the year ended December 31, 2016, pursuant to unit subscription agreements, we issued 1,937,696 shares of our common stock and 968,844 five-year warrants to purchase common shares for $0.30 per common share to investors for cash proceeds of $279,462. During the three months ended March 31, 2017, pursuant to unit subscription agreements, the Company issued 8,119,802 shares of its common stock and 4,059,912 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors for cash proceeds of $608,983 or $0.075 per share.closing.

We have identified the following policies as critical to its business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment.

Research and development costs incurred in the development of the Company’s products are expensed as incurred.

We have certain financial instruments that are embedded derivatives associated with capital raises. We evaluates all of our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31, ~~2017,~~2018, our disclosure controls and procedures were not effective.

The ineffectiveness of our ~~disclosure controls and procedures~~internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting: (1) the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and (3) a lack of ~~experienced~~operational controls and lack of controls over assets of the acquired subsidiaries.

We expect to be materially dependent upon third parties to provide us with accounting ~~staff at our newly acquired subsidiaries located in Mexico. It is likely that we~~consulting services related to accounting services for the foreseeable future. We believe this will ~~continue~~be sufficient to ~~report~~remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our ~~internal control over~~disclosure controls and procedures will not result in errors in our financial ~~reporting.~~statements which could lead to a restatement of those financial statements.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

There were no changes in our internal control over financial reporting during the quarter ended March 31, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

In January 2018, pursuant to a unit subscription agreement, we issued ~~150,000~~600,000 shares of our unregistered common stock to an investor for cash proceeds of $6,000, or $0.01 per share.

From January 1, 2018 to May 31, 2018, we issued 28,450,009 shares upon conversion of debt of $249,359 and accrued interest of $86,330.

During January and February 2018, we issued 18,429,093 shares of our common stock ~~to an employee as a bonus for services to~~upon the ~~Company. The shares were valued at the most recent cash price paid~~cashless exercise of ~~$0.075 per share. In connection with these shares, we recorded stock-based compensation of $11,250.~~25,357,414 warrants.

During the three months ended March 31, 2017, pursuant to unit subscription agreements, we issued 8,119,802 unregistered shares of our common stock and 4,059,912 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors for cash proceeds of $608,983 or $0.075 per share.

The above securities were issued in reliance upon the exemptions provided by Section 4(a) (2) under the Securities Act of 1933, as amended.

~~None.~~As of March 31, 2018, we were in default on certain of our convertible debt instruments and loans caused by the non-payment of balance due pursuant to the repayment terms.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Nevada		20-2590810
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [X]

Emerging growth company [ ]

		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets - As of March 31, ~~2017~~2018 (unaudited) and December 31, ~~2016~~2017	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, ~~2017~~2018 and ~~2016~~2017 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2017~~2018 and ~~2016~~2017 (unaudited)	5
	Condensed Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2932
Item 4.	Controls and Procedures	2933

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	3033
Item 1A.	Risk Factors	3033
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3033
Item 3.	Defaults Upon Senior Securities	3034
Item 4.	Mine Safety Disclosures	3034
Item 5.	Other Information	3034
Item 6.	Exhibits	3034

Signatures		3135

							March 31,			December 31,
							2018			2017
	March 31, 2017			December 31, 2016			(Unaudited)
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	142,547		$	-		$	2,068		$	1,431
Accounts receivable		170,024			-
Inventories		52,603			-
Subscription receivable		25,237			11,190
Prepaid expenses and other current assets		69,679			30,119			240,773			12,686

Total Current Assets		460,090			41,309			242,841			14,117

OTHER ASSETS:
Property and equipment, net		8,899			9,604			6,057			6,642
Intangible assets		4,695,596			-
Security deposit		6,400			6,400			6,400			6,400

Total Assets	$	5,170,985		$	57,313		$	255,298		$	27,159

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Convertible debt, net	$	185,937		$	54,688		$	714,522		$	686,383
Line of credit		99,208			99,741
Bank overdraft		-			812
Notes payable								538,875			538,875
Accounts payable		649,633			213,616			369,275			378,227
Accounts payable - related parties		8,748			-
Accrued liabilities		128,925			108,034			384,223			309,312
Derivative liabilities		2,216,288			402,055			2,441,921			11,966,760
Liabilities of discontinued operations								678,373			694,996
Due to related parties		6,444			5,000			300,099			261,584

Total Current Liabilities		3,295,183			883,946			5,427,288			14,836,137

Commitments and contingencies (Note 8)

STOCKHOLDERS’ EQUITY (DEFICIT):
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value; 20,000,000 authorized;
Series A Preferred stock ($0.0001 par value; 1,000,000 shares authorized; 1,000,000 issued and outstanding at March 31, 2017 and December 31, 2016)		100			100
Series B Preferred stock ($0.0001 par value; 7,892,000 shares authorized; 7,892,000 and none issued and outstanding at March 31, 2017 and December 31, 2016, respectively)		789			-
Common stock: $.0001 par value, 500,000,000 shares authorized; 131,135,661 and 60,807,846 issued and outstanding at March 31, 2017 and December 31, 2016, respectively		13,114			6,081
Series A Preferred stock ($0.0001 par value; 1,000,000 shares authorized; 1,000,000 issued and outstanding at March 31, 2018 and December 31, 2017)								100			100
Series B Preferred stock ($0.0001 par value; 7,892,000 shares authorized; 7,892,000 issued and outstanding at March 31, 2018 and December 31, 2017, respectively)								789			789
Common stock: $.0001 par value, 500,000,000 shares authorized; 217,815,339 and 170,336,237 issued and outstanding at March 31, 2018 and December 31, 2017, respectively								21,781			17,034
Additional paid-in capital		7,791,170			2,310,037			9,173,467			8,803,904
Accumulated deficit		(5,925,499	)		(3,142,851	)		(14,338,049	)		(23,655,989	)
Accumulated other comprehensive loss		(3,872	)		-
Accumulated other comprehensive (loss) income								(30,078	)		25,184

Total Stockholders’ Equity (Deficit)		1,875,802			(826,633	)
Total Stockholders’ Deficit								(5,171,990	)		(14,808,978	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	5,170,985		$	57,313
Total Liabilities and Stockholders’ Deficit							$	255,298		$	27,159

	For the Three Months Ended
	March 31,
	2018			2017

REVENUES	$	-		$	-

OPERATING EXPENSES:
Professional fees		177,097			412,259
Compensation expense		169,299			269,521
Research and development expense		56,879			31,914
General and administrative expenses		42,771			63,075

Total Operating Expenses		446,046			776,769

LOSS FROM OPERATIONS		(446,046	)		(776,769	)

OTHER INCOME (EXPENSE):
Interest expense		(402,517	)		(139,880	)
Derivative income (expense)		9,477,478			(1,814,233	)
Gain on debt extinguishment		617,140			-
Loss on foreign currency transactions		-			(2,265	)

Total Other Income (Expense)		9,692,101			(1,956,378	)

INCOME (LOSS) FROM CONTINUING OPERATIONS		9,246,055			(2,733,147	)

DISCONTINUTED OPERATIONS:
Income (loss) from discontinued operations		71,885			(49,501	)
Loss from disposal of discontinued operations		-			-

Total Income (Loss) from Discontinued Operations		71,885			(49,501	)

NET INCOME (LOSS)	$	9,317,940		$	(2,782,648	)

COMPREHENSIVE INCOME (LOSS):
Net income (loss)	$	9,317,940		$	(2,782,648	)

Other comprehensive loss:
Unrealized foreign currency translation loss		(55,262	)		(3,872	)

Comprehensive income (loss)	$	9,262,678		$	(2,786,520	)

NET INCOME (LOSS) PER COMMON SHARE - Basic:
Continuing operations - basic	$	0.05		$	(0.03	)
Discontinued operations - basic		0.00			-

Net income (loss) per common share - basic	$	0.05		$	(0.03	)

NET INCOME (LOSS) PER COMMON SHARE - Diluted:
Continuing operations - diluted	$	(0.00	)	$	(0.03	)
Discontinued operations - diluted		0.00			-

Net income (loss) per common share - diluted	$	(0.00	)	$	(0.03	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		176,883,491			79,639,827
Diluted		500,420,603			79,639,827

	At March 31, 2017						At December 31, 2016						At March 31, 2018						At December 31, 2017
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities		—		—	$	2,216,288		—		—		402,055		—		—	$	2,441,921		—		—		11,966,760

	Derivative Liabilities
Balance at December 31, 2016	$	402,055
Change in fair value included in derivative expense		1,814,233
Balance at March 31, 2017	$	2,216,288

	March 31, 2017		March 31, 2016		March 31, 2018		March 31, 2017
Stock warrants		10,475,895		2,694		59,395,910		10,475,895
Convertible debt		4,666,667		-		126,344,108		4,666,667
Stock options		4,000,000		-		4,000,000		4,000,000

	Three Months Ended March 31,
	2018			2017
Income (loss) per common share - basic:
Income (loss) from continuing operations	$	9,246,055		$	(2,733,147	)
Income (loss) from discontinued operations		71,885			(49,501	)
Net income (loss)	$	9,317,940		$	(2,782,648	)
Weighted average common shares outstanding - basic		176,883,491			79,639,827
Net income (loss) per common share – basic:
From continuing operations	$	0.05			(0.03	)
From discontinued operations		0.00			(0.00	)
Net income (loss) per common share - basic	$	0.05		$	(0.03	)

Income (loss) per common share - diluted:
Income (loss) from continuing operations	$	9,246,055		$	(2,733,147	)
Add: interest of convertible debt		301,720			-
Less: derivative income and debt settlement income		(10,094,618	)		-
Numerator for loss from continuing operations per common share - diluted		(546,843	)		(2,733,147	)
Numerator for income (loss) from discontinuing operations per common share - diluted		71,885			(49,501	)
Net loss per common share – diluted	$	(474,958	)	$	(2,782,648	)

Weighted average common shares outstanding - basic		176,883,491			79,639,827
Effect of dilutive securities:
Stock options and warrants		79,015,603			-
Convertible notes payable		126,344,108			-
Weighted average common shares outstanding – diluted		500,420,603			79,639,827
Net loss per common share – diluted:
From continuing operations	$	(0.00	)		(0.03	)
From discontinued operations		(0.00	)		(0.00	)
Net loss per common share - diluted	$	(0.00	)	$	(0.03	)

Cash	$	39,144
Accounts receivable		178,835
Inventories		54,952
Recoverable taxes		50,792
Other current assets		1,499
Property and equipment		480
Goodwill and other intangible assets		4,695,596
Total assets acquired at fair value		5,021,298

Accounts payable and accrued expenses		427,723
Payroll taxes		6,224
Total liabilities assumed		433,947

Total purchase consideration	$	4,587,351

	March 31, 2018		December 31, 2017
Assets:
Current assets:
Cash	$	-		-
Total current assets		-		-
Total assets	$	-	$	-
Liabilities:
Current liabilities:
Accounts payable	$	678,373	$	692,592
Due to related parties		-		432
Payroll liabilities		-		1,972
Total current liabilities		678,373		694,996
Total liabilities	$	678,373	$	694,996

Dividend rate	0
Term (in years)	~~0.33~~0.01 to ~~4.65~~5.00 years
Volatility	~~156.6%~~178.3% to ~~201.5~~193.2	%
Risk-free interest rate	~~0.76%~~1.73% to ~~1.93~~2.56	%

	March 31, 2018			December 31, 2017
Principal amount	$	1,258,065		$	840,757
Less: unamortized debt discount		(543,543	)		(154,374	)
Convertible note payable, net	$	714,522		$	686,383

	CEO			CFO		Vitel Officers		Total
Balance due to related parties at December 31, 2016	$	5,000		$	-	$	-	$	5,000
Working capital advances received		-			-		6,444		6,444
Repayments made		(5,000	)		-		-		(5,000	)
Balance due to related parties at March 31, 2017	$	-		$	-	$	6,444	$	6,444

	●	Each share of Series B preferred stock entitles the holder to 100 votes on all matters submitted to a vote of the Company’s stockholders.

	●	Except as otherwise provided in the Certificate of Designation, the holders of Series B preferred stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders; and

	●	Commencing at any time after the date of issuance of any shares of the Series B Preferred Stock (the “Issuance Date”) and upon the earliest of the occurrence of (i) a holder of the Series B Preferred Stock owning, directly or indirectly as a beneficiary or otherwise, shares of Common Stock which are less than 5.0% of the total outstanding shares of Common Stock, (ii) the date a holder of the Series B Preferred Stock is no longer an employee of the Company or any of its subsidiaries or (iii) five years after the Issuance Date, the Company shall have the right to redeem all of the then outstanding Series B Preferred Stock held by such holder at a price equal to the Stated Value (the “Redemption Price”). The Series B Preferred Stock which is redeemed as provided for in the Certificate of Designations shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled). The Redemption Price shall be mailed to such holder at the holder’s address of record, and the Series B Preferred Stock owned by such holder shall be canceled.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2016		3,304,872	$	0.27
Issued on a full ratcheted basis		3,111,111		0.075
Issued with unit sales		4,059,912		0.30
Balance Outstanding March 31, 2017		10,475,895	$	0.20		4.71	$	980,000
Exercisable, March 31, 2017		10,475,895	$	0.20		4.71	$	980,000

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2017		153,151,959		$	0.02
Issued in connection with financings		16,666,668			0.04
Reduction in warrants related to full ratcheted basis		(6,049,680	)		0.006
Exercised		(25,357,414	)		0.006
Balance Outstanding March 31, 2018		138,411,533		$	0.02		4.23	$	801,413
Exercisable, March 31, 2018		138,411,533		$	0.02		4.23	$	801,413

	Number of Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2016		-	$	-
Granted		4,000,000		0.25
Balance Outstanding March 31, 2017		4,000,000	$	0.25		9.95	$	20,000
Exercisable, March 31, 2017		1,333,334	$	0.25		9.95	$	20,000

	Number of Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2017		4,000,000	$	-
Granted		-		0.25
Balance Outstanding March 31, 2018		4,000,000	$	0.25		9.19	$	0
Exercisable, March 31, 2018		1,333,334	$	0.25		9.19	$	0

	Three months Ended December 31,
	2018			2017
Revenues	$	100,058		$	14,391
Cost of revenues		56,576			10,588
Gross profit		43,482			3,803
Operating expenses:
Recovery of impairment losses		(56,485	)		-
Other operating expenses		28,480			49,775
Total operating expenses		(28,005	)		49,775
Income (loss) from operations		71,487			(45,972	)
Other income (expense), net		398			(3,529	)
Income (loss) from discontinued operations, net of income taxes	$	71,885	)	$	(49,501	)

							December 31, 2016 to March 31, 2017												December 31, 2017 to March 31, 2018
	March 31, 2017			December 31, 2016			Change			Percentage Change			March 31, 2018			December 31, 2017			Change		Percentage Change
Working capital deficit:
Total current assets	$	460,090		$	41,309		$	418,781			1,013.8	%	$	242,841		$	14,117		$	228,724		1620.2	%
Total current liabilities		(3,295,183	)		(883,946	)		(2,411,237	)		(272,8	)%		(5,427,288	)		(14,836,137	)		9,408,849		63.4	%
Working capital deficit:	$	(2,835,093	)	$	(842,637	)	$	(1,992,456	)		(236,4	)%	$	(5,184,447	)	$	(14,822,020	)	$	9,637,573		65.0	%

	Three months Ended March 31, 2017			Three months Ended March 31, 2016
Cash used in operating activities	$	(670,842	)	$	(357,657	)
Cash provided by investing activities		38,429			-
Cash provided by financing activities		771,655			51,431
Effect of exchange rate changes on cash		3,305			-
Net increase (decrease) in cash	$	142,547		$	(306,226	)

	Three months Ended March 31, 2018			Three months Ended March 31, 2017
Net cash used in operating activities	$	(433,878	)	$	(670,842	)
Net cash provided by investing activities		-			38,429
Net cash provided by financing activities		434,515			771,655
Effect of exchange rate changes on cash		-			3,305
Net increase in cash	$	637		$	142,547

	●	Net cash flow used in operating activities for the three months ended March 31, 2018 primarily reflected our net income of $9,317,940 adjusted for the add-back on non-cash items such as derivative income of $9,477,478, stock-based compensation expense of $32,621, amortization of debt discount of $257,277, and debt settlement income of $617,140, and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses of $28,087, a decrease in accounts payable of $8,952, a decrease in liabilities of discontinued operations of $71,885, and an increase in accrued liabilities of $161,241.

	●	Net cash flow used in operating activities for the three months ended March 31, 2017 primarily reflected a net loss of $2,782,648 adjusted for non-cash items such as stock-based compensation of $115,522, amortization of debt discount of $131,249, and derivative expense of $1,814,233, and changes in operating assets and liabilities of $48,879.

Exhibit No.		Description of Exhibit

~~10.1+~~10.1		Form of ~~Non-Qualified Stock Option Agreement for Directors~~Note issued January 29, 2018 (incorporated by reference to Exhibit ~~10.1~~10.46 to ~~the Company’s Current Report~~registrant’s current report on Form ~~8-K~~10-K filed with the SEC on ~~April 21, 2017)~~May 31, 2018).

10.2		Form of Warrant issued January 29, 2018 (incorporated by reference to Exhibit 10.47 to registrant’s current report on Form 10-K filed with the SEC on May 31, 2018).

10.3		Form of Note issued March 13, 2018 (incorporated by reference to Exhibit 10.52 to registrant’s current report on Form 10-K filed with the SEC on May 31, 2018).

10.4		Form of Warrant issued March 13, 2018 (incorporated by reference to Exhibit 10.53 to registrant’s current report on Form 10-K filed with the SEC on May 31, 2018).

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.

101.INS*		XBRL INSTANCE DOCUMENT

101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

	ONCBIOMUNE PHARMACEUTICALS, INC.

Dated: ~~May 22, 2017~~June 19, 2018	By:	/s/ Jonathan F. Head, PhD
		Jonathan F. Head, PhD
		Chief Executive Officer (principal executive officer)

Dated: ~~May 22, 2017~~June 19, 2018	By:	/s/ Andrew Kucharchuk
		Andrew Kucharchuk
		Chief Financial Officer and President (principal financial officer and principal accounting officer)