Plan of Operation

Despite the fact that we now are generating revenues, we have elected to include a Plan of Operation to discuss our ongoing research and development activities relating to our proprietary drug development operations, as well as our other business activities.

~~Proprietary~~ Drug Development Operations

~~Coronavirus~~SBFM-PL4 Anti-Coronavirus Treatment

On May 22, 2020, we filed a patent application in the United States for a new treatment for Coronavirus infections, including COVID-19. Our patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease (Mpro), an enzyme that is essential for viral replication. The small molecules covered by the patent application were computer modelled and designed by Dr. Steve N. Slilaty, our CEO. The patent application has a priority date of May 22, 2020.

Viruses carry minimal genetic information as they rely, for the most part, on host cellular machinery to multiply. Coronavirus has a positive-sense RNA genome consisting of approximately 30,000 nucleotides, a genome size that places ~~Coronavirus~~it among the larger sized viruses. A positive-sense RNA genome is effectively a messenger RNA which allows the virus to express its genes immediately upon gaining entry into the host cell without the need for any prior replication or transcription steps as is the case with negative-sense RNA or DNA viruses. This is part of what makes Coronavirus a highly aggressive pathogen. Many of the causative agents of serious human diseases are positive-sense RNA viruses, including Hepatitis C, Zeka, Polio, West Nile, Dengue, Cardiovirus, and many others. Some positive-sense RNA viruses, such as the rhinoviruses that cause the common cold, are less clinically serious but they are responsible for widespread morbidity on a yearly basis.

The initial genome expression products of Severe Acute Respiratory Syndrome Coronavirus 2 (SARS-CoV-2), the causative agent of COVID-19, are two large polyproteins, referred to as pp1a and pp1ab. These two polyproteins are cleaved at 1315 specific sites by ~~the main Coronavirus~~two virus encoded ~~protease~~proteases (Mpro ~~or 3CLpro)~~and PLpro) to generate ~~a number of mature viral~~16 different non-structural proteins essential for viral replication. Mpro ~~represents~~and PLpro represent an attractive anti-viral drug development ~~target~~targets as ~~it plays~~they play a central role in the early stages of viral replication. The crystal structure of Mpro shows the presence of an active site Cysteine (Cys145) and a coordinated active site Histidine (His41), both of which are essential for the enzyme’s proteolytic activity. ~~We have designed~~Similarly, PLpro, also a Cysteine Protease, has an active site Cysteine at position 112 and a Histidine at 273. The following is a summary of the development to date of our Coronavirus Treatment project:

●

On May 22, 2020, we filed a patent application in the United States for a ~~series~~new treatment for Coronavirus infections. Our patent application covers composition subject matter pertaining to small molecules for inhibition of ~~Mpro~~the Coronavirus main protease (Mpro), an enzyme that is essential for viral replication. The small molecules covered by the patent application were computer modelled and designed by Dr. Steve N. Slilaty, our CEO. The patent application has a priority date of May 22, 2020.

●

In August 2020, we completed the synthesis of four different potential inhibitors of Coronavirus protease. These compounds are based on the technology described in our patent application filed on May 22, 2020.

●

In September 2020, we completed the screening of our four compounds and subsequently identified a lead Anti-Coronavirus drug candidate (SBFM-PL4). The screening which pinpointed the lead compound was performed at the University of Georgia, College of Pharmacy under the leadership of Dr. Scott D. Pegan, Director of the Center for Drug Discovery and Interim Associate Head of Pharmaceutical and Biomedical Sciences.

●

In October 2020, we expanded our collaboration with Dr. Scott Pegan group by entering into a research agreement with the University of Georgia to further develop our Anti-Coronavirus lead compound, SBFM-PL4.

●

On February 1, 2021, we entered into an exclusive license agreement with the University of Georgia for two Anti-Coronavirus compounds which the University of Georgia had previously developed and patented. We are currently advancing the development of these two compounds in parallel with our SBFM-PL4 by conducting a transgenic mice study in collaboration with the University of Georgia. The mice being used in the study have been genetically engineered to express the human angiotensin-converting enzyme 2 (hACE2) transmembrane protein in their lungs making them susceptible to lethal infection by SARS-CoV-2, the causative agent of COVID-19. The SARSCoV-2 virus uses the hACE2 receptor to gain entry into human cells to replicate. The goal of the study is to determine if our protease inhibitors will protect the hACE2-transgenic mice from disease progression and death following infection with SARS-CoV-2 virus. Should these mice studies prove successful, we plan to ~~synthesize~~submit the results to the FDA for authorization to conduct testing on actual COVID-19 patient volunteers in a Phase I clinical trial setting. The implications of a COVID-19 treatment becoming available are vast. This is particularly the case in view of the fact that some of the variants emerging around the world are more virulent and ~~test for potential viral replication inhibitory activity soon.~~may escape neutralization by the current vaccines.

Adva-27a Anticancer Drug

Since inception, our proprietary drug development activities ~~have been~~has focused on the development of a small molecule called Adva-27a for the treatment of aggressive forms of cancer. A Topoisomerase II inhibitor, Adva-27a has been shown to be effective at destroying Multidrug Resistant Cancer cells including Pancreatic Cancer cells, Breast Cancer cells, Small-Cell Lung Cancer cells and Uterine Sarcoma cells (Published in ANTICANCER RESEARCH, Volume 32, Pages 4423-4432, October 2012). Sunshine Biopharma is direct owner of all issued and pending worldwide patents pertaining to Adva-27a including U.S. Patents Number 8,236,935 and 10,272,065.

Figure 1

Adva-27a is a GEM-difluorinated C-glycoside derivative of Podophyllotoxin (see Figure 1). Another derivative of Podophyllotoxin called Etoposide is currently on the market and is used to treat various types of cancer including leukemia, lymphoma, testicular cancer, lung cancer, brain cancer, prostate cancer, bladder cancer, colon cancer, ovarian cancer, liver cancer and several other forms of cancer. Etoposide is one of the most widely used anticancer drugs. Adva-27a and Etoposide are similar in that they both attack the same target in cancer cells, namely the DNA unwinding enzyme, Topoisomerase II. Unlike Etoposide however, Adva-27a is able to penetrate and destroy Multidrug Resistant Cancer cells. Adva-27a is the only compound known today that is capable of destroying Multidrug Resistant Cancer. In addition, Adva-27a has been shown to have distinct and more desirable biological and pharmacological properties compared to Etoposide. In side-by-side studies using Multidrug Resistant Breast Cancer cells and Etoposide as a reference, Adva-27a showed markedly greater cell killing activity (see Figure 2).

Figure 2

Our preclinical studies to date have shown that:

●

Adva-27a is effective at killing different types of Multidrug Resistant cancer cells, including Pancreatic Cancer Cells (Panc-1), Breast Cancer Cells (MCF-7/MDR), Small-Cell Lung Cancer Cells (H69AR), and Uterine Sarcoma Cells (MES-SA/Dx5).

●

Adva-27a is unaffected by P-Glycoprotein, the enzyme responsible for making cancer cells resistant to anti-tumor drugs.

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Adva-27a has excellent clearance time (half-life = 54 minutes) as indicated by human microsomes stability studies and pharmacokinetics data in rats.

●

~~Adva-27a clearance is independent of Cytochrome P450, a mechanism that is less likely to produce toxic intermediates.~~

●

Adva-27a is an excellent inhibitor of Topoisomerase II with an IC50 of only 13.7 micromolar (this number has recently been reduce to 1.44 micromolar as a result of resolving the two isomeric forms of Adva-27a).

●	Adva-27a clearance is independent of Cytochrome P450, a mechanism that is less likely to produce toxic intermediates.

●

~~Adva-27a has shown excellent pharmacokinetics profile as indicated by studies done in rats.~~

●	Adva-27a is an excellent inhibitor of Topoisomerase II with an IC50 of only 13.7 micromolar (this number has recently been reduce to 1.44 micromolar as a result of resolving the two isomeric forms of Adva-27a).

●	Adva-27a has shown excellent pharmacokinetics profile as indicated by studies done in rats.

~~Adva-27a does not inhibit tubulin assembly.~~

●	Adva-27a does not inhibit tubulin assembly.

These and other preclinical data have been published in ANTICANCER RESEARCH, a peer-reviewed International Journal of Cancer Research and Treatment. The publication which is entitled “Adva-27a, a Novel Podophyllotoxin Derivative Found to Be Effective Against Multidrug Resistant Human Cancer Cells” [ANTICANCER RESEARCH 32: 4423-4432 (2012)] is available on our website at www.sunshinebiopharma.com.

We have been delayed in our clinical development program due to lack of funding. Our fund raising efforts are continuing and as soon as adequate financing is in place we will continue our clinical development program of Adva-27a by conducting the following next sequence of steps:

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~~GMP Manufacturing of 2 kilogram for use in IND-Enabling Studies and Phase I Clinical Trials~~

●	GMP Manufacturing of 2 kilogram for use in IND-Enabling Studies and Phase I Clinical Trials

●

~~IND-Enabling Studies~~

●	IND-Enabling Studies

●

~~Regulatory Filing (Fast-Track Status Anticipated)~~

●	Regulatory Filing (Fast-Track Status Anticipated)

●

~~Phase I Clinical Trials (Pancreatic Cancer Indication)~~

●	Phase I Clinical Trials (Pancreatic Cancer Indication)

Adva-27a’s initial indication will be Pancreatic Cancer for which there are currently little or no treatment options available. We are planning to conduct our clinical trials at McGill University’s Jewish General Hospital in Montreal, Canada. All aspects of the clinical trials in Canada will employ FDA standards at all levels.

According to the American Cancer Society, nearly 1.5 million new cases of cancer are diagnosed in the U.S. each year. While particularly effective against Multidrug Resistant Cancer, we believe Adva-27a can potentially treat all cancer types, ~~as it is general chemotherapy drug.~~particularly those in which Topoisomerase II has been amplified. We believe that upon successful completion of Phase I Clinical Trials we may receive one or more offers from large pharmaceutical companies to buyout or license our drug. However, there are no assurances that our Phase I Trials will be successful, or if successful, that any pharmaceutical companies will make an acceptable offer to us. In the event we do not consummate such a transaction, we will require significant capital in order to manufacture and market our new drug on our own. The following, Figure 3, is a space-filling molecular model of our Adva-27a.

Figure 3

Generic Pharmaceuticals Operations

In ~~2016, our Canadian~~July 2014, we formed a wholly owned Canadian subsidiary, Sunshine Biopharma Canada Inc. (“Sunshine Canada”)~~, signed Licensing Agreements with a major~~ for the purposes of offering generic pharmaceutical ~~company for four prescription~~products in Canada and elsewhere around the world. Due to unfavorable evolution of the generic drugs ~~for~~marketplace, Sunshine Canada has recently terminated its Generic Pharmaceuticals Operations and shifted its focus to the ~~treatment of Breast Cancer, Prostate Cancer~~development and ~~Enlarged Prostate. We have since been working towards commencement of~~ marketing of ~~these pharmaceutical products under our own, Sunshine Biopharma, label. These four generic products are as follows:~~

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~~Anastrozole (brand name Arimidex® by AstraZeneca) for treatment of Breast Cancer;~~

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~~Letrozole (brand name Femara® by Novartis) for treatment of Breast Cancer;~~

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~~Bicalutamide (brand name Casodex® by AstraZeneca) for treatment of Prostate Cancer;~~

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~~Finasteride (brand name Propecia® by Merck) for treatment of BPH (Benign Prostatic Hyperplasia)~~

Science-Based Nutritional Supplements.

Sunshine Canada is currently in the process of securing a Drug Identification Number (“DIN”) for each of these products from Health Canada. We are also required to obtain a Drug Establishment License (“DEL”) from Health Canada. Upon receipt of the DEL and DIN’s, we will be able to accept orders for our own label SBI-Anastrozole, SBI-Letrozole, SBI-Bicalutamide and SBI-Finasteride. We cannot estimate the timing for our obtaining either the DIN’s or the DEL due to variables involved that are out of our control. Figure 4 shows our 30-Pill blister pack of Anastrozole.

~~Figure 4~~

We currently have a number of additional Generic Pharmaceuticals under review for in-licensing. While no assurances can be provided that we will acquire the rights to any additional generic drugs, we believe that a larger product portfolio will provide us with more opportunities and a greater reach into the marketplace.

Various publicly available sources indicate that the worldwide sales of generic pharmaceuticals are approximately $200 billion per year. In the United States and Canada, the sales of generic pharmaceuticals are approximately $50 billion and $5 billion, respectively. The generic pharmaceuticals business is fairly competitive and there are several multinational players in the field including Teva (Israel), Novartis - Sandoz (Switzerland), Hospira (USA), Mylan (Netherlands), Sanofi (France), Fresenius Kabi (Germany) and Apotex (Canada). While no assurances can be provided, with our offering of Canadian approved products we believe that we will be able to access at least a small percentage of the generic pharmaceutical marketplace.

Science-Based Nutritional Supplements Operations

In December 2018, we completed the development of Essential 9tm™, the first in a line of essential micronutrients products that we are planning to launch. On December 14, 2018, Health Canada issued NPN 80089663 through which it authorized Sunshine Biopharma Inc. to manufacture and sell the Essential 9tm9™ product. Our Essential 9tm9™ nutritional supplement tablets contain a balanced formula of the 9 Essential Amino Acids that the human body cannot make. Essential Amino Acids are 9 out of the 20 amino acids required for protein synthesis. Proteins are involved in all body functions – From the musculature and immune system to hormones and neurotransmitters. Like vitamins, Essential Amino Acids cannot be made by the human body and must be obtained through diet. Deficiency in one or more of the 9 Essential Amino Acids can lead to loss of muscle mass, fatigue, weight gain and reduced ability to build muscle mass in athletes. Sunshine Biopharma’s Essential 9tm™ provides all 9 Essential Amino Acids in freeform and in the proportions recommended by Health Canada. Essential 9tm™ is currently available on Amazon.com and Amazon.ca. Figure 54 below shows our 60-Tablet Essential 9tm™ product.

Figure 54

In November 2019, we received Health Canada approval for another nutritional supplement, a new Calcium-Vitamin D tablets. Health Canada issued NPN 80093432 through which it authorized us to manufacture and sell the new Calcium-Vitamin D supplement under the brand name Essential Calcium-Vitamin D™.

Vitamin D is a group of steroid-like molecules responsible for increasing intestinal absorption of calcium, magnesium, and phosphate. They are also involved in multiple other biological functions, including proper functioning of the immune system, promoting ~~the~~ healthy growth ~~and remodeling~~ of bone, ~~cell growth, neuromuscular and immune functions,~~ and reduction of inflammation. The most important compounds in this group are Vitamin D2 (ergocalciferol) and Vitamin D3 (cholecalciferol). Sunshine Biopharma’s Essential Calcium-Vitamin D™ tablets contain both of these compounds as well as Calcium for optimum health benefits. We anticipate that Essential Calcium-Vitamin D™ will be available on Amazon.ca in ~~the third quarter of 2020.~~early 2021.

~~Discontinued Analytical Chemistry Services Operations~~

On ~~January~~March 1, ~~2018,~~2021, we ~~acquired all of the issued~~launched a new eCommerce website, Nutrition.SushineBiopharma.com. The site has over 20 products including Essential 9tm and ~~outstanding shares of Atlas Pharma Inc. (“Atlas”), a privately held Canadian company providing analytical chemistry testing services (“Atlas Business”)~~Essential Calcium-Vitamin D™. The purchase price for the shares was $848,000 Canadian ($676,748 US). The purchase price included a cash payment of $100,500 Canadian ($80,289 US), plus the issuance of 50,000 shares of the Company’s Common Stock valued at $238,000, and a promissory note in the principal amount of $450,000 Canadian ($358,407 US), with interest payable at the rate of 3% per annum (“Atlas Note”).

~~Effective April 1, 2019, we disposed of Atlas by re-assigning all~~All of our ~~stock~~Science-Based Nutritional Supplements are manufactured and tested in Atlas back to the original owner in exchange for the Atlas Note. As a consequence of the sale, the operating results and the assets and liabilities of the discontinued Atlas Business are presented separately in the Company's financial statements as Discontinued Operations. In additions, prior period balances have been reclassified to present the operations of the Atlas Business as Discontinued Operations.Canada under GMP conditions.

Results Ofof Operations

Comparison of Results of Operations for the ~~Six~~Three Months ~~ended June 30,~~Ended March 31, 2021 and 2020 ~~and 2019~~

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we generated $40,058 in revenues, compared to $11,102 in revenues for the same three month period in 2020, an increase of ~~$26,247~~$28,956. The increase is attributable an enhanced advertising campaign we undertook in 2021. All of these revenues were generated from ~~the sale of products generated by~~ our new Science-Based Nutritional Supplements Operations which we launched in March 2019. The direct cost for generating these revenues was ~~$9,044. We generated $3,239 in revenues during the comparable period in 2019, which included a little over three months of sales activities. The direct cost for generating these revenues was $1,572.~~

General and Administrative Expenses during the six months ended June 30, 2020 was $183,471, compared to $190,073 during the six months ended June 30, 2019, a decrease of $6,602. The reason for this relatively small decrease was due to our continuing effort to reduce expenses across the board. In terms of specific expense categories that saw a relatively large change were executive compensation which increased by $11,878 due to the issuance of Series B Preferred Stock to our CEO and consulting which decreased by $18,108 owing to our ongoing cost cutting effort.

We incurred $550,390 in losses arising from debt conversion during the six months ended June 30, 2020, compared to $65,094 in losses from debt conversion during the similar period in 2019. This large increase was due to the specific structure of our convertible debt combined with recent volatility in our stock price. We also incurred $36,719 in interest expense during the six months ended June 30, 2020, compared to $64,639 in interest expense during the similar period in 2019. The decrease was a result of a more rapid rate of conversion by our debt holders. In addition, we incurred $582,237 in losses from discontinued operations during the six month ended June 30, 2019 as a result of the sale of Atlas Pharma Inc. and termination of our Analytical Chemistry Services Operations. We did not incur this loss during the similar period in 2020.

As a result, we incurred a Net Loss of $732,572 ($0.01 per share) during the six month period ended June 30, 2020, compared to a net loss of $913,432 ($0.07 per share) during the six month period ended June 30, 2019.

~~Comparison of Results of Operations for the Three Months Ended June 30, 2020 and 2019~~

During the three months ended June 30, 2020, we generated $15,145 in revenues, compared to $3,033 in revenues for the same three months period of 2019, an increase of $12,112. All of these revenues were generated from our new Nutritional Supplements Operations which we launched in March 2019. The direct cost for generating these revenues was $5,161$18,520 (46%) for the period ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$1,460~~$3,883 (35%) for the same period in ~~2019.~~2020. The increase in the cost of goods sold in 2021 is due to increased manufacturing cost. Our gross profit increased to ~~$9,984~~$21,538 for the period ended ~~June 30, 2020,~~March 31, 2021, compared to a gross profit of ~~$1,573~~$7,219 for the same period in ~~2019.~~2020.

General and Administrative expenses during the three month period ended ~~June 30, 2020~~March 31, 2021 were ~~$138,553,~~$1,297,184, compared to General and Administrative expense of ~~$67,770~~$44,918 incurred during the three month period ended ~~June 30, 2019,~~March 31, 2020, an increase of ~~$70,783.~~$1,252,266. Nearly all categories of our General and Administrative expenses saw an increase during the three month period ended ~~June 30, 2020,~~March 31, 2021, compared to the same period in ~~2019, except for consulting which decreased by $8,756. The expense categories that increased~~2020. Specifically, the increases included accounting fees by ~~$13,060, legal~~$41,400, consulting fees by ~~$14,038,~~$9,169, office expenses by ~~$4,633, and~~$27,557, officer and director compensation by ~~$48,249. The increase in officer~~$1,018,097, patenting fees by $1,816, and ~~director compensation was~~R&D by $166,786. These increases were due to ~~the issuance~~expansion of ~~Series B Preferred Stock to~~ our ~~CEO.~~drug development and nutritional supplements operations. Overall, we incurred a loss of ~~$138,553~~$1,275,646 from our operations in the three month period ended ~~June 30, 2020,~~March 31, 2021, compared to a loss of ~~$67,770~~$37,699 in the similar period of ~~2019.~~2020.

In ~~the area of other expenses,~~addition, we incurred ~~$20,363~~$49,711 in interest expense during the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$18,342~~$16,356 in interest expense during the similar period in ~~2019. In addition, we~~2020. We also incurred ~~$498,997~~$4,910,786 in losses arising from debt conversion during the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$42,786~~$51,100 in losses from debt conversion during the similar period in ~~2019.~~2020. These increases were due to increased borrowings to fund our expanded drug development and nutritional supplements operations.

As a result, we incurred a net loss of ~~$638,313~~$6,185,126 ($0.01 per share) for the three month period ended ~~June 30, 2020,~~March 31, 2021, compared to a net loss of ~~$710,890~~$95,600 ($~~0.03~~0.00 per share) during the three month period ended ~~June 30, 2019.~~March 31, 2020.

Liquidity and Capital Resources

As of ~~June 30, 2020,~~March 31, 2021, we had cash or cash equivalents of ~~$85,593.~~$1,796,596.

As discussed in Note 2 to the consolidated financial statements included in this Report for going concern, we have incurred significant continuing losses in 2021 and 2020. Our total accumulated deficits as of March 31, 2021 and December 31, 2020 were $26.4 million and $20.2 million, respectively. Our ability to continue operating is highly dependent upon continued funding from the debt and equity markets. Based on past experience, we believe that we will be able to raise the necessary capital to continue operations. Our historical and ongoing dependence on proceeds from debt and/or equity issuances to fund operating expenses could raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements included in this Report have been prepared assuming that our Company will continue as a going concern and, accordingly, do not include any adjustments that may result from the outcome of this uncertainty.

Net cash used in operating activities was ~~$113,050~~$297,355 during the ~~six~~three month period ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$281,423~~$31,034 for the ~~six~~three month period ended ~~June 30, 2019.~~March 31, 2020. We anticipate that overhead costs and other expenses will increase in the future as we move forward with our Proprietary Drug Development activities and ~~expansion of~~ our ~~Generic Pharmaceuticals and~~Science-Based Nutritional Supplements operations discussed above.

Cash flows provided by financing activities were ~~$159,007~~$1,102,000 for the ~~six~~three month periods ended ~~June 30, 2019,~~March 31, 2021, compared to ~~$219,428~~$-0- during the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. Cash flows used in investing activities were $-0- for both, the ~~six~~three month period ended ~~June 30, 2020, compared to $12,976 during~~March 31, 2021 and the ~~six~~same three month period ended ~~June 30, 2019.~~in 2020.

During the ~~six months~~three month period ended ~~June 30, 2020,~~March 31, 2021, we issued a total of ~~156,390,606~~58,586,629 shares of our Common Stock valued at ~~$807,909~~$5,139,637 for the conversion of outstanding notes payable, reducing debt by $222,000 and interest payable by $6,851 and generating a loss on conversion of $4,910,786.

During the three months ended March 31, 2020, we issued a total of 24,355,427 shares of our Common Stock valued at $122,379 for the conversion of outstanding notes payable, reducing the debt by ~~$230,074~~$66,500 and interest payable by ~~$27,445~~$4,486 and generating a loss on conversion of ~~$550,390.~~$51,393.

During the six month period ended June 30, 2019, we issued a total of 931,751 shares of our Common Stock valued at $151,169 for the conversion of outstanding notes payable, reducing debt by $83,000 and interest payable by $3,841 and generating a loss on conversion of $65,094.

~~During the six~~three months ended ~~June 30, 2020,~~March 31, 2021, we did not sell any of our capital stock for cash; however we entered into ~~the following~~three (3) new debt ~~arrangements:~~arrangements, including the following:

On April 27, 2020, we received a Paycheck Protection Program loan in the principal amount of $50,655 from the US Small Business Administration as part of the US government’s COVID-19 relief program. This loan accrues interest at the rate of 1% per annum. We are obligated to make payments of principal and interest totaling $2,133 each month commencing November 27, 2020, with any remaining balances due and payable on or before April 27, 2022. The proceeds derived from this loan may only be used for payroll costs, interest on mortgages, rent and utilities (“Admissible Expenses”). In addition, the Paycheck Protection Program provides for conditional loan forgiveness if we utilize at least 75% of the proceeds from the loan to pay Admissible Expenses. As of the date of this Report, all of the proceeds from this loan have been utilized for Admissible Expenses and we believe that we will qualify for forgiveness of the entire amount of the loan.

●

On ~~June 1, 2020,~~January 12, 2021, we received monies in exchange for a Note Payable having a Face Value of ~~$42,000~~$150,000 with interest accruing at 8%5% is due ~~June 1, 2021.~~January 12, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price ~~35% below market value.~~equal to $0.60 per share.

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On ~~June 9, 2020,~~January 27, 2021, we received monies in exchange for a Note Payable having a Face Value of ~~$37,000~~$300,000 with interest accruing at 8%5% is due ~~June 9, 2021.~~January 27, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price ~~35% below~~equal to $0.50 per share.

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On February 12, 2021, we received monies in exchange for a Note Payable having a Face Value of $700,000 with interest accruing at 5% is due February 12, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price equal to $0.60 per share.

On September 8, 2020, we executed a financing agreement with RB Capital Partners, Inc., La Jolla, CA, who agreed to provide us with a minimum of $2 million in convertible debt financing during the ensuing three to six month period pursuant to the terms and conditions included in relevant Promissory Notes (the “Promissory Notes”). As of the date of this Report, we have received a total of $2,554,000 in funding under this agreement. The Promissory Notes bear interest at the rate of 5% per annum and are fully convertible into shares of our Common Stock at a conversion price equal to the market ~~value.~~value of our Common Stock on the applicable conversion date or $0.30 per share, whichever is greater. The Promissory Notes have a maturity date of two years from the date of issuance and must be fully converted on or before the maturity date. We have the right under these Promissory Notes to pay off all or any part of the Promissory Notes at any time without penalty.

We are not generating adequate revenues from our operations to fully implement our business plan as set forth herein. As a result, our future success will depend on the future availability of financing, among other things. Such financing will be required to enable us to actualize our ~~Proprietary~~ Drug Development program and further develop our ~~Generic Pharmaceuticals Operations and~~Science-Based Nutritional Supplements ~~plans.~~operation. We intend to raise funds through private placements of our Common Stock and/or debt financing. We estimate that we will require approximately $20 million ~~($2 million for the Generic Pharmaceuticals and Nutritional Supplements operations and~~(approximately $18 million for ~~the recently expanded~~our Proprietary Drug Development ~~program)~~projects and $2 million for our Science-Based Nutritional Supplements operations) to fully implement our business plan in the future and there are no assurances that we will be able to raise this capital. Our inability to obtain sufficient funds from external sources when needed will have a material adverse effect on our plan of operation, results of operations and financial condition.

We are currently in discussion with various investment groups for additional financing. There are no assurances that we will be successful in raising any funds.

Our cost of operations is expected to increase as we move forward with implementation of our business plan. We do not have sufficient funds to cover the anticipated increase in the relevant expenses. We need to raise additional capital in order to continue our existing operations and finance our expansion plans for the next year. If we are successful in raising additional funds, we expect our operations and business efforts to continue and expand. There are no assurances this will occur.

Subsequent Events

On July 7, 2020, the holder of a note payable dated November 30, 2019 elected to convert a total of $35,785 in principal and $441 in accrued interest into 8,598,048 shares of Common Stock leaving a principal balance of $-0-.

~~On July 7, 2020,~~April 5, 2021, wereceived monies in exchange for a Note Payable having a Face Value of ~~$48,000~~$330,000 with interest accruing at ~~8% is due July 7, 2021.~~10%. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below ~~market value.~~market.

On ~~July 27, 2020,~~April 20, 2021, we received monies in exchange for a Note Payable having a Face Value of ~~$102,000~~$500,000 with interest accruing at 8%5% is due ~~July 27, 2021.~~April 20, 2023. The Note is convertible after 180 days from issuance into Common Stock at a price ~~30% below market value.~~equal to $0.30 per share.

On ~~August 14, 2020,~~April 22, 2021, the ~~Company received monies in exchange for~~holder of a Note Payable ~~having~~dated December 31, 2019 elected to convert a ~~Face Value~~total of ~~$67,000 with~~$11,028 in principal and $4,472 in accrued interest ~~accruingat 8% is due August 14, 2021. The Note is convertible after 180 days from issuance~~ into 15,500,000 shares of Common Stock atleaving a ~~price 30% below market value.~~principal balance of $-0-.

Off Balance Sheet Arrangements

None

I~~TEM~~ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

I~~TEM~~

ITEM 4.CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures – Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO to allow timely decisions regarding required disclosure.

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of ~~June 30, 2020,~~March 31, 2021, at reasonable assurance level, for the following reasons:

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Ineffective control environment and lack of qualified full-time CFO who has SEC experience to focus on our financial affairs;

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Lack of qualified and sufficient personnel, and processes to adequately and timely identify making any and all required public disclosures;

●

Deficiencies in the period-end reporting process and accounting policies;

●

Inadequate internal controls over the application of new accounting principles or the application of existing accounting principles to new transactions;

●

Inadequate internal controls relating to the authorization, recognition, capture, and review of transactions, facts, circumstances, and events that could have a material impact on the Company’s financial reporting process;

●

Deficient revenue recognition policies;

●

Inadequate internal controls with respect to inventory transactions; and

●

Improper and lack of timely accounting for accruals such as prepaid expenses, accounts payable and accrued liabilities.

Our Board of Directors has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. We are reviewing various potential solutions to remedy the processes that would eliminate the issues that may arise due to the absence of separation of duties within the financial reporting functions. Additionally, the Board of Directors will work with management to continuously review controls and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure controls and procedures.

We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

Inherent Limitations – Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting – There were no changes in our internal control over financial reporting during the ~~six~~three month period ended ~~June 30, 2020,~~March 31, 2021, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

P~~ART~~PART II. OTHER INFORMATION

I~~TEM~~ITEM 1.LEGAL PROCEEDINGS

In June 2018 we filed an action in the Superior Court of the Province of Quebec in the District of Montreal (Canada) against one of our existing shareholders residing in Quebec City (Canada) arising out of a possible equity investment intended to be completed by August 2018. The complaint alleges among other things, claims of misrepresentations and misleading conduct resulting in damages to us in an amount of approximately $200,000 Canadian (approximately $154,000 US). On April 1, 2019, a note payable held by the defendant having a face value of $100,000 Canadian (approximately $76,000 US) became due and payable. We have elected not to pay the amount due and to petition the courts to link this matter to the ongoing litigation. On March 6, 2020, the Superior Court in the District of Montreal granted our motion and the two proceedings were linked. A date for the hearings to commence was subsequently set for April 7, 2020, however due to the ongoing Coronavirus (COVID-19) Pandemic the date has been postponed until further notice.

To the best of our management’s knowledge and belief, there are no ~~other~~ material claims that have been brought against us nor have there been any claims threatened.

I~~TEM~~ITEM 1A.RISK FACTORS

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

I~~TEM~~ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, to issue these shares.

Other than reduction of debt from the conversion of the outstanding convertible notes payable described above, we did not receive any direct proceeds from the issuance of these shares. The proceeds from the convertible notes payable were used for working capital.

I~~TEM~~ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

I~~TEM~~ITEM 4.MINE SAFETY DISCLOSURE

Not Applicable.

I~~TEM~~ITEM 5.OTHER INFORMATION

None.

I~~TEM~~

ITEM 6.EXHIBITS

Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document*
101.SCH		XBRL Schema Document*
101.CAL		XBRL Calculation Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*
101.LAB		XBRL Label Linkbase Document*
101.PRE		XBRL Presentation Linkbase Document*

______________________

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are not deemed filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act or Section 18 of the Securities Exchange Act and otherwise not subject to liability.

S~~IGNATURES~~SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on ~~August 18, 2020.~~May 11, 2021.

	SUNSHINE BIOPHARMA, INC.

	By:	s/ Dr. Steve N. Slilaty
		Dr. Steve N. Slilaty,
		Principal Executive Officer


	By:	s/ Camille Sebaaly
		Camille Sebaaly, Principal Financial Officer and
		Principal Accounting Officer

2426

Colorado		20-5566275
(State of other jurisdiction of incorporation)		(IRS Employer ID No.)

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

	TABLE OF CONTENTS
	PART I FINANCIAL INFORMATION	Page No.

Item 1.	Financial Statements	3
	~~UnauditedCondensed~~ Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~ 2020 (Unaudited)	3
	~~UnauditedCondensed~~ Consolidated Statements of Operations for the Three ~~and Six~~ Month Periods Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited)	4
	~~Unaudited Condensed~~ Consolidated Statements of Cash Flows for the ~~Six~~Three Month Periods Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited)	5
	~~UnauditedCondensed~~Consolidated Statement of Shareholders' Equity (Unaudited)	6
	Notes to ~~Unaudited Condensed~~ Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2120
Item 4.	Controls and Procedures.	2120

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	2321
Item 1A.	Risk Factors	2322
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2322
Item 3.	Defaults Upon Senior Securities	2322
Item 4.	Mine Safety Disclosures	2322
Item 5.	Other Information	2322
Item 6.	Exhibits	2322
	Signatures	2423

			March 31,	December 31,
			2021	2020
	June 30, 2020	December 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$85,593	$40,501	$1,796,596	$989,888
Accounts receivable	-	430	-	1,916
Inventory	16,576	15,910	26,660	23,771
Prepaid expenses	2,406	1,255	10,993	2,778
Deposits	7,590		7,590
Total Current Assets	112,165	65,686	1,841,839	1,025,943

Equipment (net of $43,723 and $37,109 depreciation, respectively)	26,352	32,456
Equipment (net of $54,565 and $51,485 depreciation, respectively)			16,629	19,531
Patents (net of $58,918 amortization and $556,120 impairment)	-		-

TOTAL ASSETS	$138,517	$98,142	$1,858,468	$1,045,474

LIABILITIES

Current Liabilities:
Notes payable	439,496	586,307	521,028	820,454
Notes payable - related party	128,269	129,261	143,661
Accounts payable & accrued expenses	89,883	96,882	148,564	62,870
Interest payable	28,548	21,077	51,533	24,320
Total Current Liabilities	686,196	833,527	864,786	1,051,305

Long-term portion of notes payable	63,234	-	2,078,071	949,006

TOTAL LIABILITIES	749,430	833,527	2,942,857	2,000,311

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
Preferred Stock, Series B $0.10 par value per share; Authorized 1,000,000 shares;			Preferred Stock, Series B $0.10 par value per share; Authorized 1,000,000 shares;
Issued and outstanding 1,000,000 shares			100,000

Preferred Stock, Series B $0.10 par value per share; Authorized 1,000,000 shares;
Issued and outstanding 1,000,000 and 500,000 at June 30, 2020 and December 31, 2019, respectively	100,000	50,000

Common Stock, $0.001 per share; Authorized 3,000,000,000 Shares;
Issued and outstanding 191,710,596 and 35,319,990 at June 30, 2020 and December 31, 2019, respectively	191,709	35,320
Common Stock, $0.001 par value per share; Authorized 3,000,000,000 Shares;
Issued and outstanding 465,005,925 and 346,419,296 March 31, 2021 and December 31, 2020, respectively			465,005	346,418

Capital paid in excess of par value	17,267,946	16,616,426	24,759,393	18,820,343

Accumulated comprehensive income	(3,360)	(2,495)	(4,934)	(2,871)

Accumulated (Deficit)	(18,167,208)	(17,434,636)	(26,403,853)	(20,218,727)

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)	(610,913)	(735,385)	(1,084,389)	(954,837)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$138,517	$98,142	$1,858,468	$1,045,474

	3 Months Ended June 30, 2020	3 Months Ended June 30, 2019	6 Months Ended June 30, 2020	6 Months Ended June 30, 2019

Revenues	$15,145	$3,033	$26,247	$3,239
Cost of revenues	5,161	1,460	9,044	1,572
Gross profit	9,984	1,573	17,203	1,667

General & Administrative Expenses:
Accounting	37,200	24,140	37,200	41,140
Consulting	2,184	10,940	3,908	22,016
Legal	20,351	6,313	44,075	38,969
Office	22,835	18,202	34,457	34,910
Officer & director remuneration	52,000	3,751	55,830	43,952
Rent	492	1,009	999	2,257
Depreciation	3,491	3,415	7,002	6,829
Total General & Administrative Expenses	138,553	67,770	183,471	190,073

Income (Loss) from Operations	(128,569)	(66,197)	(166,268)	(188,406)

Other Income (Expense):
Miscellaneous income	3,000	-	3,000	-
Foreign exchange gain (loss)	(2,894)	(3,440)	8,002	(13,056)
Interest expense	(20,363)	(18,342)	(36,719)	(64,639)
Debt release	9,510	-	9,803	-
Loss on debt conversions	(498,997)	(42,786)	(550,390)	(65,094)
Total Other Income (Expense)	(509,744)	(64,568)	(566,304)	(142,789)

Net income (loss) before income taxes	(638,313)	(130,765)	(732,572)	(331,195)
Provision for income taxes	-	-	-	-
Net income (loss) from continuing operations	(638,313)	(130,765)	(732,572)	(331,195)
Net income (loss) on discontinued operations	-	(580,125)	-	(582,237)
Net Income (Loss)	(638,313)	(710,890)	(732,572)	(913,432)

Unrealized Gain (Loss) from foreign exchange translation	476	2,499	(865)	1,714
Comprehensive Income (Loss)	(637,837)	(708,391)	(733,437)	(911,718)

Basic income (loss) from continuing operations per common share	$(0.01)	$(0.03)	$(0.01)	$(0.07)

Basic income (loss) from discontinued operations per common share	$0.00	$(0.12)	$0.00	$(0.13)

Basic income (loss) per common share	$(0.01)	$(0.14)	$(0.01)	$(0.20)

Weighted Average Common Shares Outstanding	109,110,342	4,973,649	78,975,458	4,641,040

	6 Months Ended June 30, 2020	6 Months Ended June 30, 2019

Cash Flows From Operating Activities:
Net Income (Loss)	$(732,572)	$(913,432)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,002	6,829
Foreign exchange (gain) loss	(8,002)	13,056
Stock issued for services	50,000	-
Stock issued for payment interest	27,445	3,841
Loss on debt conversion	550,390	65,094
Debt & interest release	(9,803)	(720)
Loss on disposition of subsidiary		582,237
(Increase) decrease in accounts receivable	430	(1,023)
(Increase) decrease in inventory	(666)	(18,193)
(Increase) in prepaid expenses	(1,151)	(5,442)
(Increase) in deposits	-	(7,590)
Increase (decrease) in Accounts Payable & accrued expenses	(3,594)	(31,449)
Increase (decrease) in interest payable	7,471	25,369
Net Cash Flows (Used) in Operations	(113,050)	(281,423)

Cash Flows From Investing Activities:
Advances to discontinued operations	-	(12,491)
Purchase of equipment	-	(485)
Net Cash Flows (Used) in Investing Activities	-	(12,976)

Cash Flows From Financing Activities:
Proceeds from notes payable	155,007	249,500
Payments of notes payable	-	(53,000)
Advances from related parties	-	6,998
Note payable used to pay note origination fees	4,000	15,930
Net Cash Flows Provided by Financing Activities	159,007	219,428

Cash and Cash Equivalents at Beginning of Period	$40,501	$110,534
Net increase (decrease) In cash and cash equivalents	45,957	(74,971)
Foreign currency translation adjustment	(865)	1,714
Cash and Cash Equivalents at End of Period	$85,593	$37,277

Supplementary Disclosure of Cash Flow Information:
Stock issued for note conversions including interest	$807,909	$151,169
Note payable cancelled upon disposal of subsidiary	$-	$315,785
Cash paid for interest	$-	$11,034
Cash paid for income taxes	$-	$-

	Number of Common Shares Issued	Par Value	Capital Paid in Excess of Par Value	Number of Preferred Shares Issued	Value of Preferred Stock	Comprehensive Income	Accumulated Deficit	Total
Three Months Ended June 30, 2019
Balance at March 31, 2019	4,467,449	$4,468	$15,715,170	500,000	$50,000	$(4,523)	$(15,976,887)	$(211,772)

Common stock issued for the reduction of notes payable
and payment of interest	746,922	747	103,114					103,861

Net income (loss)						2,499	(710,890)	(708,391)

Balance at June 30, 2019	5,214,371	$5,215	$15,818,284	500,000	$50,000	$(2,024)	$(16,687,777)	$(816,302)

Six Months Ended June 30, 2019
Balance at December 31, 2018	4,282,620	$4,283	$15,668,047	500,000	$50,000	$(3,738)	$(15,774,345)	$(55,753)

Common stock issued for the reduction of notes payable
and payment of interest	931,751	932	150,237					151,169

Net income (loss)						1,714	(913,432)	(911,718)

Balance at June 30, 2019	5,214,371	$5,215	$15,818,284	500,000	$50,000	$(2,024)	$(16,687,777)	$(816,302)

Three Months Ended June 30, 2020
Balance at March 31, 2020	59,675,417	$59,675	$16,714,450	500,000	$50,000	$(3,836)	$(17,528,895)	$(708,606)

Common stock issued for the reduction of notes payable
and payment of interest	132,035,179	132,033	553,497					685,530

Preferred stock issued for services				500,000	50,000			50,000

Net income (loss)						476	(638,313)	(637,837)

Balance at June 30, 2020	191,710,596	$191,708	$17,267,947	1,000,000	$100,000	$(3,360)	$(18,167,208)	(610,913)

Six Months Ended June 30, 2020
Balance at December 31, 2019	35,319,990	$35,320	$16,616,426	500,000	$50,000	$(2,495)	$(17,434,636)	$(735,385)

Common stock issued for the reduction of notes payable
and payment of interest	156,390,606	156,388	651,521					807,909

Preferred stock issued for services				500,000	50,000			50,000

Net (loss)						(865)	(732,572)	(733,437)

Balance at June 30, 2020	191,710,596	$191,708	$17,267,947	500,000	$50,000	$(3,360)	$(18,167,208)	(660,913)

	3 Months	3 Months
	Ended	Ended
	March 31,	March 31,
	2021	2020

Sales	$40,058	$11,102
Cost of sales	18,520	3,883
Gross profit	21,538	7,219

General & Administrative Expenses:
Accounting	41,400	-
Consulting	10,893	1,724
Legal	7,117	19,347
Office	39,686	12,129
Officer & director remuneration	1,021,927	3,830
Patenting fees	6,193	4,377
R&D	166,786	-
Depreciation	3,182	3,511
Total General & Administrative Expenses	1,297,184	44,918

Loss from Operations	(1,275,646)	(37,699)

Other Income (Expense):
Foreign exchange	(14)	10,896
Interest expense	(49,711)	(16,356)
Debt release	51,031	-
Loss on debt conversions	(4,910,786)	(51,100)
Total Other Income (Expense)	(4,909,480)	(56,560)

Net Income (Loss) before income taxes	(6,185,126)	(94,259)
Provision for income taxes	-	-
Net Loss	(6,185,126)	(94,259)

Unrealized Loss from foreign exchange translation	(2,063)	(1,341)
Comprehensive Loss	(6,187,189)	(95,600)


Basic Loss per Common Share	$(0.01)	$(0.00)

Weighted Average Common Shares Outstanding	438,794,543	37,590,084

	3 Months Ended March 31, 2021	3 Months Ended March 31, 2020

Cash Flows From Operating Activities:
Net Loss	$(6,185,126)	$(94,259)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,182	3,830
Foreign exchange (gain) loss	14	(10,896)
Stock issued for services	918,000	-
Stock issued for payment interest	6,851	4,486
Loss on debt conversion	4,910,786	51,100
Debt release	(51,031)	-
(Increase) decrease in accounts receivable	1,916	430
(Increase) decrease in inventory	(2,889)	2,198
(Increase) in prepaid expenses	(8,215)	(658)
Increase (decrease) in Accounts Payable & accrued expenses	81,568	1,158
Increase (decrease) in interest payable	27,589	11,577
Net Cash Flows (Used) in Operations	(297,355)	(31,034)

Cash Flows From Investing Activities:
	-	-
Net Cash Flows (Used) in Investing Activities	-	-

Cash Flows From Financing Activities:
Proceeds from notes payable	1,150,000	-
Payments of notes payable	(48,000)	-
Net Cash Flows Provided by Financing Activities	1,102,000	-

Cash and Cash Equivalents at Beginning of Period	989,888	40,501
Net increase (decrease) in cash and cash equivalents	804,645	(31,034)
Foreign currency translation adjustment	2,063	1,341
Cash and Cash Equivalents at End of Period	$1,796,596	$10,808

Supplementary Disclosure of Cash Flow Information:	-
Stock issued for note conversions including interest	$5,139,637	$122,379
Cash paid for interest	$15,271	$-
Cash paid for income taxes	$-	$-

	Number of Common Shares Issued	Common Stock	Capital Paid in Excess of Par Value	Number of Preferred Shares Issued	Preferred Stock	Comprehensive Income	Accumulated Deficit	Total

Balance December 31, 2019	35,319,990	35,320	16,616,426	500,000	50,000	(2,495)	(17,434,636)	(735,385)

Common Stock issued for the reduction of notes payable
and payment of interest	24,355,427	24,355	98,024					122,379

Net Loss						(1,341)	(94,259)	(95,600)

Balance at March 31, 2020	59,675,417	$59,675	$16,714,450	500,000	$50,000	$(3,836)	$(17,528,895)	(708,606)

Balance December 31, 2020	346,419,296	346,418	18,820,343	1,000,000	100,000	(2,871)	(20,218,727)	(954,837)

Common Stock issued for the reduction of notes payable
and payment of interest	58,586,629	58,587	5,081,050					5,139,637

Common stock issued for services	60,000,000	60,000	858,000					918,000

Net Loss						(2,063)	(6,185,126)	(6,187,189)

Balance at March 31, 2021	465,005,925	$465,005	$24,759,393	1,000,000	$100,000	$(4,934)	$(26,403,853)	(1,084,389)

	Unaudited	Unaudited
	6 Month and 3 Month Ended June 30, 2020	6 Month and 3 Month Ended June 30, 2019

Revenues	$-	$119,522
Cost of revenues	-	81,920
Gross profit	-	37,602

General & Administrative Expenses	-	36,196
Gain (Loss) from operations	-	1,406

Other income (expense) – Interest	-	(3,518)
Net Income (Loss) from discontinued operations	-	(2,112)
Loss on disposal	(580,125)	580,125)
Total Net Income (Loss) from Discontinued Operations	$(580,125)	$(582,237)

	~~Unaudited~~ ~~June 30, 2020~~	~~Unaudited~~ ~~June 30, 2019~~
~~ASSETS~~
~~Current Assets:~~
~~Cash and cash equivalents~~	$-	$~~4,682~~
~~Accounts receivable~~	-	~~94,955~~
~~Total Current Assets~~	-	~~99,637~~

~~Equipment (net of $-0- and $34,959 depreciation)~~	-	~~224,238~~
~~Goodwill~~	-	~~665,697~~
~~TOTAL ASSETS~~	-	~~989,572~~

~~LIABILITIES~~
~~Current Liabilities:~~
~~Notes payable~~	-	~~4,657~~
~~Notes payable - related party~~	-	~~18,230~~
~~Related party advances~~	-	~~10,248~~
~~Accounts payable and accrued expenses~~	-	~~70,597~~
~~Total Current Liabilities~~	-	~~103,732~~
~~TOTAL LIABILITIES~~	$-	$~~103,732~~