| Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share | NOTE
1 – Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share Basis
of Presentation The
unaudited consolidated financial statements of Arizona Gold and Onyx Mining Company (the “Company”) as of March 31,
2019, and for the three months ended March 31, 2019 and 2018, have been prepared in accordance with generally accepted accounting
principles (“GAAP”) in the United States for interim financial reporting and include the Company’s subsidiaries.
Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States
for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes
thereto for the year ended December 31, 2018, as filed with the Securities and Exchange Commission as part of the Company’s
Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary
for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision
during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative
of the results of operations for the entire year. Organization Our
Company’s name is Arizona Gold and Onyx Mining Company. The Company was incorporated on November 12, 1986, in the state
of Utah under the name of Silver Harvest, Inc. In February 1990, the Company amended its Articles of Incorporation to change its
name to Viking Capital Group, Inc. In June 2010, the Company changed its name to its name to Arizona Gold and Onyx Mining Company.
On February 1, 2018, the Company changed its name to its name to Nuzia Pharmaceutical Corporation in anticipation of completion
of a merger with California Biotech, Inc., owner of www.NunziaPharmaceutical.com. Due to lack of FINRA approval of the name change
to Nunzia Pharmaceutical Corporation, on April 17, 2019, the Company changed its name back to Arizona Gold and Onyx Mining Company.
The proposed transaction has not been consummated. In
February 2007, the company fell into default status after abandoning its business plan and for failing to file and pay annual
fees to the State of Utah. On May 21, 2009, the Third District Court, in and for Salt Lake County, State of Utah, appointed a
custodian to the Company. The custodian reestablished the Company in good standing, but did not resume operations. The Company
was seeking an operating company with which to merge or to acquire. On
October 5, 2009, the court appointed custodian reverse split (1-for-10) the outstanding Class B Common shares of 100,000 to 10,000
shares and issued a new certificate for 51,000 Class B Common shares to Joseph Arcaro, former CEO, bringing the total outstanding
Class B Common shares of 61,000. On
October 6, 2009, the Company affected a reverse split of 1:300 resulting in the reduction of Class A Common Stock outstanding
from 112,410,467 to approximately 375,000 shares. On
April 23, 2010, the Company filed Form 15 to suspend the Company’s reporting requirements under the Securities Exchange
Act of 1934, as amended. On
May 21, 2010, the Company affected a reverse split of 1-for 10 resulting in the reduction of Class A Common Stock outstanding
to 89,077 shares. On
June 21, 2010, the Company issued 12,000,000 shares of Class A Common Stock in exchange for $5,000 of debt bringing the total
issued and outstanding Class A Common Stock to 12,089,077 shares. On
June 28, 2010, the Company and Gold & Onyx Mining Company (“GOMC”) closed, a Securities Exchange Agreement
(the “Merger”). Pursuant to the terms of the Merger, the Company changed its corporate name from Viking Capital
Group, Inc. to Arizona Gold & Onyx Mining Company (“AGOMC”), and issued 131,000,000 shares to the
shareholders of GOMC such that GOMC shareholders acquired approximately 91.6% of the total 143,089,077 shares of Class A
Common Stock outstanding after the Merger. The
terms and conditions of the Merger gave rise to reverse merger accounting whereby Gold & Onyx Mining Company was deemed the
acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of Gold & Onyx Mining
Company prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of Gold
& Onyx Mining Company. In
the purchase of GOMC by AGOMC, all seven subsidiaries of AGOMC became part of the combined corporation. These subsidiaries were:
A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance
Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of
Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All of these subsidiaries have had their charters suspended or revoked
and have been inactive for several years. On
October 22, 2017, the Company and California Biotech, Inc., owner of www.NunziaPharmaceutical.com, entered into a Merger and Consolidation
Agreement (the “MCA”). In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1
reverse stock split (The Company filed with FINRA to approve the corporate action which is pending as of the date of this report)
and amended its articles changing its name to Nunzia Pharmaceutical Corporation. A closing condition of the MCA is bringing the
Company current with its SEC reporting requirements. Upon closing, the MCA provides for the Company to issue a single share for
each single share of California Biotech, Inc. outstanding. Going
Concern The
Company’s financial statements are prepared using generally accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow
it to continue as a going concern. As of March 31, 2019, the Company had an accumulated deficit of $303,454. The ability of the
Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In
view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a
profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically,
the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes
and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary
additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance
that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable
terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount
of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should
the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities
in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. Applicable
Accounting Guidance Any
reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as
found in the Financial Accounting Standards Board's Accounting Standards Codification. In
February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases,
and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset
for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands
the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning
January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 did not have an
impact on its consolidated financial statements. The
Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the
end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company
believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have
a significant impact on the financial statements. Earnings
(Loss) Per Share The
Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net
income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are
based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company
has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. Following
is the computation of basic and diluted net loss per share for the three months ended March 31, 2019 and 2018:
Three Months Ended
March 31,
2019 2018
Basic and Diluted EPS Computation
Numerator:
Loss available to common stockholders' $ (6,257 ) $ (10,666 )
Denominator:
Weighted average number of common shares outstanding 146,859,077 146,859,077
Basic and diluted EPS $ (0.00 ) $ (0.00 ) |
