Reverse Stock Split

On approximately August 6, 2020, the Company effected a reverse-split of our common shares as follows:

The net effect of these actions was a 1 for 200 reverse-split of the Company’s common shares, with no shareholder being reduced below 200 shares. All shareholders who prior to the reverse-split had 40,000 shares or less of the pre-split shares received 200 of the new, post-split shares.

Common Stock - As of November 30, 2020,March 31, 2021 the Company had 1,658,800 post-split29,974,740 shares of its common stock issued and outstanding, and on February 29,March 31, 2020 the Company had 249,038,025 pre-split16,396,000 shares of its common stock issued and outstanding.

All references to the common shares outstanding have been retroactively adjusted to reflect the stock splits unless stated otherwise.

Issuance of Common Stock

In October 2020, the Company entered into Subscription Agreements for the purchase of 70,000 shares of restricted common stock to a total of 7 individuals at a price of $0.01 per share, or $700.

Issuance of Warrants to Related Party

On November 23, 2020, the Company issued 500,000 Class A Warrants and 500,000 Class B Warrants to purchase common stock to Coral Investment Partners, LP, a related party, and entity 100% controlled by Erik Nelson, CEO of the Company with the terms as indicated in the table below:

The purchase price of the Class A and Class B Warrants was $0.0002 per warrant, for an aggregate of $100 for Class A Warrants and $100 for Class B Warrants.

This issuance of the Class A and Class B warrants was valued at $60,000 using Black Scholes Methodology and are being amortized over the three year life of the warrants. As a result the Company recorded $1,333 in general and administrative expense-related party during the three months ended November 30, 2020.

Series A Preferred Stock.

Stock - As of April 30, 2019, the Series A Preferred Stock hashad been canceled.

canceled, and no shares remain outstanding. The rights and privileges of future issuances of the Series A Preferred stock will be determined at such time if and when they are issued. As of November 30, 2020, and February 29, 2020,March 31, 2021, there were 0 shares of Series A Preferred outstanding.

The provisions of the Series A were as follows:

The Series A Preferred shall have no liquidation preference over any other class of stock.

Except as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock or any other class or series of preferred stock) for the taking of any corporate action.

Conversion at the Option of the Holder. From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock at a rate equal to 9.9% of the Common Stock. However, the holders of the Series A Preferred Stock are limited to ownership of 9.99% of the company’s common stock.

Anti-dilution. For a period of 18 months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price. The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares. At the expiration of the anti-dilution period, the conversion rate in Section VI (A) above shall be equal to a conversion rate equal to 9.9% on the Common Stock. For example, if on the date of expiration of the anti-dilution clause there are 500,000,000 shares of Common Stock issued and outstanding then each Series A Preferred Stock shall convert at a rate of 88.24 common shares for each 1 Series Preferred Share.

The Company has evaluated the Series A Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply.

The Company has evaluated the Series A Preferred Stock in accordance with FASB ASC Subtopic 47020 and has determined that there is no beneficial conversion feature that must be accounted for.

Series B Convertible Preferred Stock Related Party

- The Company designated 2,000,000 shares of Series B Convertible Preferred Stock with a par value of $0.0001 per share.

On November 23, 2020, Coral Investment Partners, LP, a related an entity 100% controlled by Erik Nelson, CEO of the Company, subscribed to purchase and was issued 8,000 Series B Preferred Shares of the Company at a price of $0.125 per share for a total of $1,000.

Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 1,000 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock.

As a result of the beneficial conversion feature of the Series B Preferred Stock into 8,000,000 shares of common stock, the Company recorded a non-cash charge of $479,000 in stock-based compensation-related party during the three months ended November 30, 2020.

Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

The Series B Preferred shall have no liquidation preference over any other class of stock.

Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to equal to one thousand (1,000) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 1,000 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock.

In the event of a reverse split, the conversion ratio shall not be changed. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split.

NOTE 6 - SUBSEQUENT EVENTS

InThe Company has evaluated the Series B Preferred Stock in accordance with ASC 855-10 management815 and has performed an evaluationdetermined their conversion options were for equity and ASC 815 did not apply as of subsequent events from NovemberApril 30, 2020, through2019. The Company has evaluated the date the financial statements were available to be issuedSeries B Preferred Stock in accordance with FASB ASC Subtopic 47020 and has determined that there have beenis no subsequent eventsbeneficial conversion feature that must be accounted for which disclosure is required other than as disclosed below:of April 30, 2019.

As of March 31, 2021, there were 8,000 shares of Series B Preferred outstanding.

Common Stock Warrants - On December 22,November 23, 2020, the Company and Sterling Acquisitions 1, Inc.,issued a related party controlled by Erik Nelsonclass A and a Delaware corporation,class B warrant to Coral Investment Partners, LP (“Sterling”CIP”) entered into a Divestiture Agreement effective December 23, 2020. The Company is seeking, with each warrant granting CIP the right to further the development of its business operations. As a result, the Company desires to divest itself of NDYN Delaware, a wholly-owned subsidiary of the Company. Sterling acquired NDYN Delaware with the following terms and the divestiture of NDYN Delaware shall be effected as follows:

A. The Company and Sterling entered into a Stock Purchase Agreement and Sterling purchased all the issued and outstanding shares of NDYN Delaware (1,000purchase 500,000 shares of common stock consistingat a price of 100% ownership)$2 for ten dollars ($10).Class A or $5 for Class B. The warrants expire on November 30, 2023. The warrants also contain a cashless exercise provision and contained anti-dilution provisions.

B. The CompanyIn 2021 and Sterling entered into a share purchase agreement whereby Sterling purchased fifty thousand (50,000) common shares at an aggregate price of ten dollars ($10).

C. the Company paid Sterling a fee of $1,000 to cover the expenses associated with the maintenance of NDYN Delaware until a certificate of dissolution is filed with the state of Delaware.

On December 31, 2020, the Company entered into an Agreement and Plan of Merger (the “Agreement and Plan”) with Coeptis Pharmaceuticals, Inc., a Delaware corporation (“COEPTIS”) and Coeptis Acquisition Corp., a wholly-owned subsidiary of the Company, domiciled in Delaware (“Acquisition Sub”). Pursuant to the terms of the Agreement and Plan, the Company and COEPTIS intend to effect a merger, pursuant to which Acquisition Sub will merge with and into COEPTIS and COEPTIS will survive, as a result of which the entire issued shareraised capital of COEPTIS (the “COEPTIS Shares”) will be deemed for all purposes to represent sharesby issuance of common stock ofabove the Company uponstated par value. The contributed capital recognized as additional paid in capital during the termsthree months ended March 31, 2021 and subject to2020 was $2,436,256 and $99,800 respectively. During the conditions outlinedthree months ended March 31, 2021 and 2020, there were $0 in the Agreement.

COEPTIS agreed to transfer to the Company all of the COEPTIS Shares in exchange for the issuance of 25,178,840 shares of the Company’s common stock.

In connection with the Merger, the Company will take the necessary action to effectuate a name and symbol change.

In addition, the sole officer and Director of the Company, Erik Nelson, shall resign from his officer positions at the Company effective simultaneous with the Closing, and shall be replaced by the new officers designated by COEPTIS. Erik Nelson shall remain a director of the Company’s post-merger board of directors, holding one of the five (5) board of director seats that are being established upon effectiveness of the Merger. The remaining seats on the board of directors shall be designated by COEPTIS and shall be approved pre-closing by all parties. Post-Merger officers of the Company shall be appointed by the post-Merger board of directors. The Company will report biographical and compensation information at the time of appointment.

capital distributions.

NOTE 6 – ASSET PURCHASE AGREEMENT

On June 18, 2019, the Company entered into an Asset Purchase Agreement with ANI Pharmaceuticals, Inc. (ANI) for the sale of certain intellectual property and materials related to the research and development related to potential ANDA candidates. The Company recognized revenue of approximately $2,300,000 related to the Asset Purchase Agreement in the year ended December 31, 2019.

In addition to the original purchase price, the Company is due an additional $2,000,000 with respect to the Product that is Vigabatrin 500mg tablets (tablets) as follows; (A) $250,000 within 30 days following the completion of all bioequivalence studies related to tablets, (B) $250,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $1,000,000 in a calendar year, (C) $500,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $5,000,000 in a calendar year, (D) $1,000,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $10,000,000 in a calendar year. As of three months ended March 31, 2021 and 2020, and through this date, none of these milestones have occurred. Because collection of these milestone payments is not reasonably assured, we have not recorded any revenues in the accompanying financial statements.

Also, the Company is due an additional $1,750,000 with respect to the Product that is Vigabatrin 500mg powder for Oral Solution (powder) as follows; (A) $250,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $1,000,000 in a calendar year, (B) $500,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $5,000,000 in a calendar year, (C) $1,000,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $10,000,000 in a calendar year. As of three months ended March 31, 2021 and 2020, and through this date, none of these milestones have occurred. Because collection of these milestone payments is not reasonably assured, we have not recorded any revenues in the accompanying financial statements.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Leases - The Company leases office space under an operating lease commencing December 1, 2017 through November 30, 2019 and a first lease extensions commending December 1, 2019 through May 31, 2020. The second lease extension extends the lease for twenty-four months, beginning on June 1, 2020 and ending on May 31, 2022. The monthly rent is $3,750. On January 1, 2019, the Company adopted ASC Topic 842, Leases, requiring this lease to be recorded as an asset and corresponding liability on its consolidated balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. During the three months ended March 31, 2021 and 2020, rental expense totaled $11,250 and $10,500 respectively.

Future minimum rental payments required under the lease are as follows:

Legal Matters – The company is currently not a defendant in any litigation or threatened litigation that could have a material effect on the company’s financial statements.

Royalty Obligations - In connection with the product licensing agreement discussed in Note 3, the Company owes a minimum royalty payment of $1,000,000 following the first year of product sales. A minimum royalty amount is also due in subsequent years. As of March 31, 2021 and December 31, 2020, liabilities of $833,333 and $583,333, respectively, have been recorded to reflect the minimum future royalty payments.

Royalty Advances - In the three months ended March 31, 2021 and 2020, the Company received royalty advances on future product sales of $0 and $250,000, respectively, from its pharmaceutical marketing partner. Interest is due on this advance and will continue to accrue at the rate of 10% until the payment is fully recouped from royalties.

NOTE 8 - 401(k) PROFIT-SHARING PLAN

The Company sponsors a qualified profit-sharing plan with a 401(k) feature that covers all eligible employees. Participation in the 401(k) feature of the plan is voluntary. Participating employees may defer up to 100% of their compensation up to the maximum prescribed by the Internal Revenue Code. The plan permits for employee elective deferrals but has no contribution requirements for the Company. During the three months ended March 31, 2021 and 2020, no employer contributions were made.

NOTE 9 – INCOME TAXES

For the three months ended March 31, 2021 and 2020, respectively, no income tax expense or benefit was recognized. The Company’s deferred tax assets are comprised primarily of net operating loss carryforwards. The Company maintains a full valuation allowance on its deferred tax assets since it has not yet achieved sustained profitable operations. As a result, the Company has not recorded any income tax benefit since its inception.

NOTE 10 – SUBSEQUENT EVENT

On May 6, 2021, the Company made initial payments under two definitive agreements. The two definitive option purchase agreements are with VyGen-Bio, Inc. (“Vy-Gen”), pursuant to which the Company has the exclusive option to acquire co-development rights with respect to two Vy-Gen product candidates. The Company paid a total of $750,000 to acquire the two exclusive options. The options are exercisable at any time until December 31, 2021 with the option exercise payments totaling an additional $1,250,000 to $5,750,000, depending on the timing of the exercise and if both options are exercised.

Item 2.Forward-Looking Statements

This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 12E of the Securities Exchange Act of 1934, including or related to our future results, certain projections and business trends. Assumptions relating to forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. When used in this Report, the words “estimate,” “project,” “intend,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements. Although we believe that assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate, and we may not realize the results contemplated by the forward-looking statement. Management decisions are subjective in many respects and susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our business strategy or capital expenditure plans that may, in turn, affect our results of operations. In light of the significant uncertainties inherent in the forward-looking information included in this Report, you should not regard the inclusion of such information as our representation that we will achieve any strategy, objective or other plans. The forward-looking statements contained in this Report speak only as of the date of this Report as stated on the front cover, and we have no obligation to update publicly or revise any of these forward-looking statements. These and other statements which are not historical facts are based largely on management’s current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. These risks and uncertainties include, among others, the failure to successfully develop a profitable business, delays in identifying customers, and the inability to retain a significant number of customers, as well as the risks and uncertainties described in “Risk Factors” section to our Annual Report for the fiscal year ended December 31, 2020.

When we use works like “we,” “us”, “our,” the “company” and words of the like, unless otherwise indicated, we are referring to the operations of us and our wholly-owned subsidiary Coeptis Pharmaceuticals, Inc. (“Coeptis”).

Objective

The objective of our Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations (“MD&A”) is to provide users of our financial statements with the following:

The following discussion

Our MD&A is provided as a supplement to, and analysis of the results of operations and financial condition of the Company for the quarters ended November 30, 2020 and 2019, should be read together with, our unaudited financial statements for the three months ended March 31, 2021 and 2020, included in conjunction with the other sectionsPart I, Item 1 of this Quarterly Report, including the Financial Statements and notes thereto of the Company included in this Quarterly Report. The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Quarterly Report as well as other matters over which we have no control. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Organizational History of the Company and Overview

Reverse Merger

On April 30, 2019, the Company executed a reverse merger with PowerTech Bit, Inc. a Colorado corporation whose principal line of business was selling Bitcoin Mining Equipment on its website www.powertechbit.com. Under the terms of the Agreement, the Company acquired 100% of PowerTech Bit, Inc, in exchange for 2,000,000 shares of Naerodynamics Series B Preferred Stock. Additionally, 151,750,000 shares of common stock were transferred to Tatiana Shishova from Matt Billington. Immediately prior to the reverse merger, there were 249,038,025 common shares outstanding and 0 of Series A Preferred shares outstanding, and 0 Shares of Shares B Preferred Stock. and Matt Billington was the sole officer/director. After the reverse merger, the Company had 249,038,025 common shares outstanding, 0 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred shares.

For accounting purposes, this transaction was accounted for as a reverse merger and has been treated as a recapitalization of the Company with PowerTech Bit, Inc. is considered the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. Naerodynamics had no operations, assets, or liabilities prior to the reverse merger. The Company did not recognize goodwill or any intangible assets in connection with the transaction.

On July 23, 2019, the Company divested its PowerTech Bit, Inc. subsidiary and all of its assets to original Sellers of PowerTech Bit, in return for PowerTech Bit’s assumption of all liabilities incurred between May 1, 2020, and July 23, 2020, and the return of the 2,000,000 shares of Series B. The Company recorded a gain of $99 on the divestiture

Naerodynamics was re-domiciled in the state of Delaware on January 30th, 2020 under a Delaware Holding Company Reorganization with an effective date of February 28th, 2020.  The surviving company was named Vinings Holdings, Inc.

Our auditor has expressed substantial doubt about our ability to continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Form 10-Q.

Overview and Outlook

NoVinings Holdings, Inc. (“Vinings”) is a holding company that conducts its current operations through its wholly-owned subsidiary Coeptis Pharmaceuticals, Inc. (“Coeptis”). We are a pharmaceutical company which owns, acquires, and develops drug products and pharmaceutical technologies which offer improvements to current therapies. Our products and technologies are intended to be commercialized in the US and worldwide markets. Since Coeptis’ inception in 2017, it has acquired and commercialized two drug products for the U S market, which were approved as 505b2 applications. These anti-hypertension products were launched into the US market during 2020 through a marketing partner. At launch, the sales and promotional efforts were significantly impeded by the limitation of the global pandemic and as such, we are continually evaluating plans in 2021. We also began the development of several ANDA products which we divested in 2019 to a larger generic pharmaceutical drug manufacturer, and have moved away from focusing on the commercialization of generic products. In early 2021, we entered into strategic partnerships to co-develop improved therapies for the auto-immune and oncology markets. Following the reverse merger transaction involving us and Coeptis, we continue to focus on identifying and investing resources into innovative products and technologies which we believe will significantly transform Coeptis’ current products and therapies.

During 2020 and continuing into early 2021, Coeptis faced several operational challenges related to the COVID-19 global pandemic, which we continue to work to overcome. The launch of both 5050b2 products was impacted because of various COVID-19 limitations, most notably field sales personnel were not able to make healthcare provider visits in person; thereby limiting the awareness of the availability of these products. We explored and implemented several non-personal promotion efforts, but given the global limitations and dynamics, it was challenging to achieve expected sales. We continue to explore all possible marketing and sales options for the products.

We have recently entered into agreements that provide us with the opportunity to invest in and co-develop new technologies for the global cell therapy market. We cannot predict the success of these processes or the timing of when they may be available; however, we will work to understand how these products can affect current therapies to improve patient outcomes. See our Current Report on Form 8-K that was filed on May 11, 2021, which discusses this opportunity.

We expect to generate revenue from product sales and technology licensing. We cannot be certain of the timing of this revenue and will likely need funding to support continuing operations and support our growth strategy. We may have to finance operations by offering any combination of equity offerings, debt financing, collaborations, strategic alliances, or other licensing arrangements.

Our Results of Operations

The Company has no operations at this time,Revenue. To date, we have generated minimal revenue mostly from consulting arrangements and currently does not have any principalproduct sales. Due to the COVID-19 global pandemic and the resulting market dynamics, it is uncertain if the current marketed products orcan generate sufficient sales to cover expenses. If our strategic business discussions progress to agreements we expect to generate additional revenue from collaboration partners.

Operating Expenses. General and administrative expenses consist primarily of salaries and related costs for personnel and professional fees for consulting services customers, or intellectual property. Asrelated to regulatory, pharmacovigilance, quality, legal, and business development. We expect that our general and administrative expenses will increase in the Company has no current operations, itfuture as we increase our headcount to support the business growth. We also currently is not subject to any competitive business conditions. Further, the Company is not subject to any government approvals at this time,anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, insurance, and those applicable to itinvestor relation expenses associated with operating as a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.public company.

Currently, the Company is a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assetsResearch and the satisfaction of liabilities in the normal course of business. On November 30, 2020, the Company had a retained deficit of $526,090 and current liabilities in excess of current assets by $45,155. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s continuation as a going concern is solely dependent upon the Coral Investment Partners, a related party, continuing to fund the Company. There is no assurance that theydevelopments costs will continue to do so.  

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic which continues to spread throughout the U.S. and the globe. In addition to the devastating effects on human life, the pandemic is having a negative ripple effectdependent on the global economy, leading to disruptionsstrategic business collaborations and volatilityagreements will are anticipating in the global financial markets. Most U.S. states and many countries have issued policies intendedfuture. We expect development costs to stop or slow the further spread of the disease such as issuing temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. COVID-19 and the U.S’s responseincrease to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. The extent of the ultimate impact of the pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and spread of the outbreak, which cannot be reasonably predicted at this time. Accordingly, while management reasonably expects the COVID-19 outbreak to negatively impact the Company, the related consequences and duration are highly uncertain and cannot be predicted at this time.

Liquidity and Capital Resources

We cannot assure that additional funding will be available on a timely basis, on terms acceptable to us, or at all. We currently have no agreement with any third party to provide us this additional financing and there can be no assurances that we will obtain this financing, either debt or equity or both, on favorable terms, and at all. currently we are being funded by Coral investment Partners, a related entity who has provided us with all ofsupport our funding to date amounting to $35,000. Our inability to receive additional financing may have a significant negative impact on our continued development and results of our operations. COVID-19 has also caused significant disruptions to the global financial markets, which impacts our ability to raise additional capital. If the Company is unable to obtain adequate capital due to the continued spread of COVID-19, or otherwise, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.new strategic initiatives.

Critical Accounting PoliciesComparison of the three months ended March 31, 2021 and EstimatesMarch 31, 2020

Our management’s discussionRevenues. Revenues, which were generated from consulting agreements, of $75,000 and analysis$4,508 recorded in the three months ended March 31, 2021 and 2020 respectively, continue to be minimal. The Company’s activities primarily include product development, raising capital, and building infrastructure. Management does not expect the Company to generate any significant revenue for at least the next two years, during which time drug development will continue toward the goal of ourcommercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.

Operating Expenses

Overview. Operating expenses increased from $400,907 in the three months ended March 31, 2020 to $1,775,081 in the three months ended March 31, 2021. The increase is mainly due to higher professional services related to the merger transaction, as well as new requirements for D&O insurance.

General and Administrative Expenses. For the three months ended March 31, 2020 and 2021, general and administrative expenses are included in operating expenses. All costs incurred can be attributed to the planned principal operations of product development, raising capital, and building infrastructure. Management may separate out G&A expenses in 2021 and 2022, especially if new personnel are hired consistent with the Company’s financial conditionregulatory and results of operations is based on our consolidated financial statements,filings obligations as a publicly traded entity.

Interest Expense. Interest expense was $34,500 for the three months ended March 31, 2020 and was $1,193 for the three months ended March 31, 2021. Interest was related to notes payable, which have been preparedare discussed in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires usdetail in the Footnotes to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, incorporated by reference herein. Management expects that in 2021 and thereafter, interest expense will increase, as it may take on debt from insiders or independent third parties to fund operations either while awaiting receipt of the reported amountsproceeds of revenueequity capital financings or as a stand-alone strategy in addition to raising capital through equity capital financings.

Financial Resources and expensesLiquidity. The Company had limited financial resources during the reported period. In accordancetwelve months ended December 31, 2020 with GAAP, we base our estimatescash and cash equivalents of just $202,965. For the period ending March 31, 2021, cash and cash equivalents increased to $2,034,729 as the Company raised capital in conjunction with its private placement and merger transaction. During both these time periods, the Company continues to operate a minimal infrastructure in order to maintain its ability to fund operations, keep full focus on historical experienceall product development targets and on various other assumptionsto stay current with all of the Company’s scientist consultants, legal counsel, and accountants. During 2021, the Company believes that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.ability to raise capital through equity transactions will increase liquidity and enable the execution of management’s operating strategy.

Our significant accounting policies are fully described in Note 2 to our consolidated financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our consolidated financial statements.

Income Taxes

Due to the historical operating losses, the inability to recognize an income tax benefit, and the failure to file tax returns for numerous years, there is no provision for current or deferred federal or state income taxes for the period from inception through the period ended November 30, 2020. As of November 30, 2020, the Company had a retained earnings deficit of $526,090 however, the amount of that loss that could be carried forward to offset future taxes is indeterminable.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

AsThe Company is a smaller reporting company we areas defined by Rule 12b-2 of the Exchange Act and is not required to provide the information called for byunder this Item.

Item 4. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.

We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of the CEO, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of November 30, 2020. Based uponare controls and other procedures that evaluation,are designed to ensure that information required to be disclosed in our CEO concluded that our disclosurereports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures were not effectiveinclude, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as of November 30, 2020.

Report of Management on Internal Controls over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As of November 30, 2020, management has not completed an effective assessment of the Company’s internal control over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework.

appropriate to allow timely decisions regarding required disclosure.

Management has

Our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report on Form 10-Q. Based upon that evaluation, and as a result of the material weaknesses described below, our principal executive officer and principal financial officer concluded that, as of November 30, 2020,March 31, 2021, our disclosure controls and procedures were not effective. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Our Annual Report on Form 10-K contains information regarding a material weakness in our internal control over financial reporting was not effectiveas of December 31, 2020. For example, the Company lacked adequate segregation of duties which led to detect the inappropriate application of U.S. GAAP.situations where individuals had access to both initiate and approve transactions with no additional formal review process.

Management identifiedIn an effort to address the followingCompany’s internal accounting personnel deficiencies, in February 2021 we hired a consulting group to assist our Chief Financial Officer. Accordingly, the Company believes, based on its knowledge, that: (i) this quarterly report does not contain any untrue statement of a material weaknesses set forth belowfact or omit to state a material fact necessary to make the statements made, in our internal control overlight of the circumstances under which they were made, not misleading with respect to the period covered by this report; and (ii) the financial reporting:

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. Management necessarily applied its judgmentfinancial information included in assessing the benefits of controls relative to their costs. Because of the inherent limitationsthis quarterly report, fairly present in all control systems, no evaluationmaterial respects our financial condition, results of controls can provide absolute assurance that all control issuesoperations and instancescash flows as of fraud, if any, withinand for the Company have been detected. The design of any system of controls is basedperiods presented 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, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.this quarterly report.

PART II -— OTHER INFORMATION

Item 1. Legal Proceedings.None.

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Transition Report on Form 10-KT for the ten-months ended December 31, 2020, which could materially affect our business, financial condition or future results. The Company may be involvedrisks described in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directorsour Transition Report on Form 10-K are not aware of any threatenedthe only risks facing our company. Additional risks and uncertainties not currently known to us or pending litigationthat we currently deem to which the Company is a partybe immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered SalesAll prior sales of Equity Securities and Use Of Proceeds.unregistered securities have been properly disclosed in prior SEC filing.

On November 4, 2020, the Company issued 70,000 shares to a total of 7 individuals at a price of $0.01/share. The total proceeds net of offering expenses was $700. The proceeds from the offering were used for general corporate expenses.

On November 23, 2020, Coral Investment Partners, LP, a related an entity 100% controlled by Erik Nelson, CEO of the Company subscribed to purchase and was issued 8,000 Series B Preferred Shares of the Company at a price of $0.125 per share for a total of $1,000.

Item 3. Defaults Upon Senior Securities.Not applicable.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

The following exhibits are attached hereto or incorporated by reference herein (numbered to correspond to Item 601(a) of Regulation S-K, as promulgated by the Securities and Exchange Commission) and are filed as part of this Form 10-Q:

* To be filed by Amendment.

Item 6. Exhibits.

The exhibits listed on the Exhibit Index below are provided as part of this report.

* Filed herewith.

SIGNATURES

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.

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