SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
For the quarterly period ended December 31, 2018
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________

Commission File Number: 000-54905

Cantabio Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-54905	99-0373067
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1250 Oakmead Pkwy Sunnyvale, California		94085
2225 East Bayshore Road Palo Alto, California		94303
(Address of principal executive offices)		(Zip Code)

844-200-2826

Registrant’s telephone number, including area code

~~N/A~~1250 Oakmead Pkwy

Sunnyvale, California 94085

(Former name or former address, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging Growth Company	[ ]

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

As of ~~November~~June 917, ~~2018~~2019, there were 81112,~~950~~724,~~977~~148 shares of the issuer’s common stock issued and outstanding.

CANTABIO PHARMACEUTICALS, INC

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2018

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	~~Condensed Consolidated Interim~~ Financial Statements (Unaudited)	23
	Condensed Consolidated Balance Sheets as of September 30, 2018 and March 31, 2017	2
	Condensed Consolidated Balance Sheets as of December 31, 2018 and March 31, 2017	3
	Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2018 and 2017	3
	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2018 and 2017	4
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2018 and 2017	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2018 and 2017	5
	Notes to Condensed Consolidated Financial Statements	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1214
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1316
Item 4.	Controls and Procedures	1416
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1517
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 1A.	Risk Factors	17
Item 3.	Defaults Upon Senior Securities	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 4.	Mine Safety Disclosures	15
Item 3.	Defaults Upon Senior Securities	17
Item 5.	Other Information	15
Item 4.	Mine Safety Disclosures	17
Item 6.	Exhibits	15
Item 5.	Other Information	17
SIGNATURES		16
Item 6.	Exhibits	18
SIGNATURES		19

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

CANTABIO PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

		September 30, 2018			March 31, 2018
	December 31,			March 31,
ASSETS
	2018			2018
Current Assets
ASSETS
Cash		$	21,527		$	109,426
Current Assets:
Total Current Assets			21,527			109,426
Cash	$	283,371		$	109,426
TOTAL ASSETS		$	21,527		$	109,426
Prepaid expenses		42,500			-
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Total Current Assets		325,871			109,426
Current Liabilities
Total Assets	$	325,871		$	109,426
Accounts payable and accrued expenses			641,354			606,751
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Accrued technology access fee			162,217			171,105
Current Liabilities:
Secured convertible debentures			1,479,690			947,160
Accounts payable and accrued expenses	$	642,006		$	606,751
Convertible debt related party			161,148			257,614
Accrued technology access fee		163,990			171,105
Total Current Liabilities			2,444,409			1,982,630
Secured convertible debentures		-			947,160
TOTAL LIABILITIES		$	2,444,409		$	1,982,630
Convertible debt-related party		1,408,789			257,614
Stockholders' Equity (Deficit)
Total Current Liabilities		2,214,785			1,982,630
Common stock, $0.001 par value, (250,000,000 shares authorized, 78.5 million and 51.9 million shares issued and outstanding as of September 30, 2018 and March 31, 2018, respectively)			78,537			51,857
Total Liabilities		2,214,785			1,982,630
Stock subscriptions			1,060,000			1,060,000
Commitments and contingencies
Additional paid in capital			1,593,884			1,134,763
Stockholders' Deficiency:
Accumulated deficit			(5,155,303)			(4,119,824)
Common stock, $0.001 par value; 250,000,000 shares authorized, 96.6 million and 51.9 million shares issued and outstanding as of December 31, 2018 and March 31, 2018, respectively		96,590			51,857
Total Stockholders' Equity (Deficit)			(2,422,882)			(1,873,204)
Stock subscriptions		1,060,000			1,060,000
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		$	21,527		$	109,426
Additional paid-in capital		1,766,832			1,134,763
Accumulated deficit		(4,812,336)			(4,119,824)
Total Stockholders' Deficiency		(1,888,914)			(1,873,204)
Total Liabilities and Stockholders' Deficiency	$	325,871		$	109,426

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CANTABIO PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		For the three months ended September 30,						For the six months ended September 30,
	For The Three Months Ended						For The Nine Months Ended
		2018			2017			2018			2017
	December 31,						December 31,
Operating expenses:
	2018			2017			2018			2017
Research & development		$	79,003		$	98,904		$	190,223		$	196,096
Operating expenses:
General & administrative			155,128			177,435			279,780			368,169
Research and development	$	80,219		$	58,480		$	270,442		$	254,576
Total operating expenses			234,131			276,339			470,003			564,265
General and administrative		159,973			107,549			439,753			475,718
Loss from operations			(234,131)			(276,339)			(470,003)			(564,265)
Total operating expenses		240,192			166,029			710,195			730,294
Other income (expense):
Loss from operations		(240,192)			(166,029)			(710,195)			(730,294)
Interest expense			(288,693)			(112,952)			(637,684)			(187,423)
Other (expense) income:
Change in fair value of embedded derivatives, including modification accounting			2,000			44,000			120,000			54,000
Interest expense		(347,200)			(204,962)			(984,884)			(392,386)
Loss on extinguishment of debt, related party			(91,621)			-			(91,621)			-
Change in fair value of embedded derivatives, including modification accounting		420,275			77,000			540,275			131,000
Gain on extinguishment of debentures			43,829			-			43,829			-
Gain (loss) on extinguishment of debt - related party, net		43,020			(169,492)			(48,601)			(169,492)
Total Other Income & (Expenses)			(334,485)			(68,952)			(565,476)			(133,423)
Gain on extinguishment of debentures		467,064			-			510,893			-
Net loss		$	(568,616)		$	(345,291)		$	(1,035,479)		$	(697,688)
Total other income (expense)		583,159			(297,454)			17,683			(430,878)
Basic and Diluted Loss per share		$	(0.01)		$	(0.01)		$	(0.02)		$	(0.03)
Net income (loss)	$	342,967		$	(463,483)		$	(692,512)		$	(1,161,172)
Weighted average number of common shares outstanding			58,430,000			27,284,000			55,745,000			27,145,000
Earnings (loss) per share:
Basic	$	0.00		$	(0.02)		$	(0.01)		$	(0.04)
Diluted	$	0.00		$	(0.02)		$	(0.01)		$	(0.04)
Weighted average shares outstanding:
Basic		87,367,000			28,700,000			66,324,000			27,667,000
Diluted		87,367,000			28,700,000			66,324,000			27,667,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CANTABIO PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Six Months Ended September 30,
	For The Nine Months Ended
		2018			2017
	December 31,
CASH FLOWS FROM OPERATING ACTIVITIES
	2018			2017
Net loss		$	(1,035,479)		$	(697,688)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss	$	(692,512)		$	(1,161,172)
Loss on extinguishment of debt related party			91,621			-
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of debentures			(43,829)			-
Loss on extinguishment of debt related party, net		48,601			-
Loss on extinguishment of obligation			17,500			-
(Gain) loss on extinguishment of debentures		(510,893)			169,492
Amortization of debt discount			594,621			156,406
Loss on extinguishment of obligation		17,500			-
Change in fair value of embedded derivative			(120,000)			(54,000)
Amortization of debt discount		871,967			293,210
Share based compensation for services			10,000			39,549
Change in fair value of embedded derivatives		(540,275)			(131,000)
Changes in operating assets and liabilities:
Share based compensation for services		10,000			39,549
Accounts payable and accrued expenses			104,601			232,564
Changes in operating assets and liabilities:
Accrued technology access fee			(8,888)			17,688
Prepaid expenses		(42,500)			1,248
Accrued debenture interest			36,954			21,153
Accounts payable and accrued expenses		163,656			294,390
Prepaid Expenses			-			1,248
Accrued technology access fee		(7,115)			23,561
Net cash used in operating activities			(352,899)			(283,080)
Accrued debenture interest		70,516			34,721
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash used in operating activities		(611,055)			(436,001)
Proceeds from issuance of convertible debt related party, net of issuance cost			265,000			175,000
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debenture, net of issuance cost			-			127,000
Proceeds from issuance of convertible debt related party, net of issuance cost		1,415,000			175,000
Net cash provided by financing activities			265,000			302,000
Proceeds from issuance of convertible debenture, net of issuance cost		265,000			255,500
Net increase (decrease) in cash			(87,899)			18,920
Repayments of secured convertible debentures		(895,000)			-
Cash at beginning of period			109,426			32,275
Net cash provided by financing activities		785,000			430,500
Cash at end of period		$	21,527		$	51,195
Net increase (decrease) in cash		173,945			(5,501)
Schedule of non-cash financing activities
Cash at beginning of period		109,426			32,275
Recognition of beneficial conversion feature associated with convertible debentures		$	-		$	35,000
Cash at end of period	$	283,371		$	26,774
Conversion of secured convertible debenture		$	118,785		$	-
Supplemental disclosures of cash flow information:
Conversion of convertible debt related party		$	269,517		$	-
Cash paid during the period for:
Issuance of shares for settlement of accounts payable		$	70,000		$	27,178
Interest	$	32,220		$	-
Non-cash financing activities:
Conversion of secured convertible debentures	$	164,784		$	139,000
Conversion of convertible debt - related party	$	414,517		$	-
Issuance of shares for settlement of accounts payable	$	70,000		$	-
Recognition of beneficial conversion feature associated with convertible debentures	$	-		$	35,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CANTABIO PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 - ORGANIZATION, OPERATIONS AND ~~DESCRIPTION~~BASIS OF ~~THE BUSINESS~~PRESENTATION

~~Cantabio~~Organization ~~Pharmaceuticals Inc. (the “Company” or “Cantabio”) is a preclinical stage biotechnology company focusing on commercializing novel therapies~~ and the intellectual property generated from research and development activities for Parkinson’s disease (PD) and Alzheimer’s disease (AD). The Company’s strategy involves integration of therapeutic focus, the targeting of family biophysics, drug discovery technology and expertise into an innovative drug discovery approach, which synergizes to identify and develop small molecule pharmacological chaperones for clinical trials. In addition, the Company’s research efforts concentrate on the development of therapeutic proteins that can pass through the blood-brain barrier and supplement in vivo levels of proteins with display loss of function during disease conditions.Operations

~~NOTE~~Cantabio 2Pharmaceuticals Inc. (the “Company” or “Cantabio”) is a preclinical stage biotechnology company focusing on commercializing novel therapies and the intellectual property generated from research and development activities for Parkinson’s disease (PD) and Alzheimer’s disease (AD). The Company’s strategy involves integration of therapeutic focus, the targeting of family biophysics, drug discovery technology and expertise into an innovative drug discovery approach, which synergizes to identify and develop small molecule pharmacological chaperones for clinical trials. In addition, the Company’s research efforts concentrate on the development of therapeutic proteins that can pass through the blood-brain ~~GOING~~barrier ~~CONCERN~~and supplement in vivo levels of proteins with display loss of function during disease conditions.

AsBasis of ~~September 30, 2018, the Company had a working capital deficit and continues to have losses from operations due to its research and development activities.~~Presentation

The ~~Company~~accompanying ~~typically~~unaudited ~~raises~~condensed ~~capital~~consolidated ~~which~~financial itstatements ~~spends~~have onbeen ~~maintaining~~prepared ~~its~~in ~~research~~accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and ~~corporate~~with ~~operations~~the instructions to Form 10-Q and Article 10 of Regulation S-X. AtAccordingly, ~~this~~certain ~~early~~information ~~stage~~and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (“SEC”) rules and regulations and accounting principles applicable for interim periods. In the ~~life~~opinion of ~~the~~management, ~~Company~~all ~~funding~~adjustments is(consisting ~~often~~of ~~short~~normal ~~term~~recurring inaccruals) ~~nature~~considered necessary for a fair presentation have been included. ~~While~~Events subsequent to the ~~Company~~balance ~~has~~sheet date have been ~~proficient~~evaluated for inclusion in ~~raising~~the ~~funds~~accompanying inunaudited condensed consolidated financial statements through the ~~past~~date of issuance. Operating results for the ~~short-term~~three ~~nature~~and nine months ended December 31, 2018, are not necessarily indicative of ~~these~~the ~~funding~~results ~~cycles~~that ~~raises~~may ~~substantial~~be ~~doubt~~expected ~~about~~for the ~~Company's~~year ~~ability~~ended toMarch ~~continue~~31, as2019. aThese ~~going~~unaudited ~~concern~~condensed ~~within~~consolidated ~~one~~financial ~~year~~statements ~~from~~should be read in conjunction with the ~~date~~consolidated offinancial ~~this~~statements ~~filing~~and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2018.

~~Management~~NOTE is2 ~~addressing~~- ~~going~~GOING ~~concern~~CONCERN ~~risk~~AND byMANAGEMENT’S seeking new sources of capital and is continuing initiatives to raise capital through private placements, related party loans and other institutional sources to meet future working capital requirements. Furthermore, strategic partnerships, most likely with larger pharmaceutical industry companies, will be needed to continue to fund research and development costs as our projects expand. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for the Company for at least twelve months from issuance of these condensed consolidated financial statements.PLANS

~~The~~As ~~ability~~ of ~~the~~December ~~Company~~31, to2018, ~~continue~~the asCompany had a ~~going~~working ~~concern~~capital isdeficit ~~dependent~~and ~~upon~~continues ~~its ability~~ to ~~raise~~have ~~additional~~losses ~~capital~~from ~~and achieve profitable~~ operations. ~~The~~due ~~accompanying financial statements do not include any adjustments that might be necessary if the Company is unable~~ to ~~continue~~its asresearch aand ~~going~~development ~~concern~~activities.

~~NOTE~~The 3Company typically raises capital which it spends on maintaining its research and corporate operations. At this early stage in the life of the Company, funding is often short-term ~~SUMMARY~~in OFnature. ~~SIGNIFICANT~~While ~~ACCOUNTING~~the ~~POLICIES~~Company has been proficient in raising funds in the past, the short-term nature of these funding cycles raises substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing.

~~Interim~~Management ~~Reporting~~is addressing going concern risk by seeking new sources of capital and is continuing initiatives to raise capital through private placements, related party loans and other institutional sources to meet future working capital requirements. Furthermore, strategic partnerships, most likely with larger pharmaceutical industry companies, will be needed to continue to fund research and development costs as our projects expand. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for the Company for at least twelve months from issuance of these condensed consolidated financial statements.

The ~~accompanying~~ability ~~unaudited~~of ~~condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~Company ~~States (“U.S. GAAP”) for interim financial information and with the instructions~~ to ~~Form~~continue ~~10-Q~~as ~~and~~a ~~Article~~going 10concern ofis ~~Regulation~~dependent ~~S-X.~~upon ~~Accordingly,~~its ~~certain~~ability ~~information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant~~ to ~~such~~raise ~~Securities~~additional ~~and~~capital ~~Exchange Commission (“SEC”) rules~~ and ~~regulations~~achieve ~~and~~profitable ~~accounting principles applicable for interim periods~~operations. InThe the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements ~~through~~do ~~the date of issuance. Operating results for the three months ended September 30, 2018 are~~ not ~~necessarily~~include ~~indicative~~any ofadjustments ~~the results~~ that ~~may~~might be ~~expected~~necessary ~~for~~if the ~~year~~Company ~~ending~~is ~~March~~unable ~~31,~~to ~~2019.~~continue ~~These~~as ~~unaudited~~a ~~condensed~~going consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2018concern.

~~Use~~CANTABIO ofPHARMACEUTICALS, ~~Estimates~~INC.

~~The~~Notes ~~preparation of financial statements in conformity with GAAP requires management~~ to ~~make~~Condensed ~~estimates~~Consolidated ~~and~~Financial assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.Statements

~~Earnings~~ (~~Loss~~Unaudited) ~~per Share~~

~~The~~NOTE ~~Company~~3 ~~calculates~~- ~~earnings~~SUMMARY ~~per~~OF ~~share~~SIGNIFICANT ~~using~~ACCOUNTING basic net income (loss) per common share be computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. The Company does not compute diluted earnings per share because to do so would be anti-dilutive.POLICIES

~~Potentially~~Since ~~dilutive~~the ~~securities~~date of the Annual Report on Form 10-K for the year ended March 31, 2018, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

	September 30,	September 30,
	2018	2017
Convertible debentures (Note 6)	59,045,000	11,331,000
Convertible debt related party (Note 7)	7,843,000	5,450,000
Stock subscriptions	530,000	530,000

Reclassification

~~Recent~~Certain ~~Accounting~~amounts ~~Standards~~in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss.

~~Fiscal~~Subsequent ~~2019 Accounting Standards Adoptions~~Events

InThe ~~August~~Company ~~2016,~~evaluates ~~the~~events ~~FASB~~that ~~issued~~have ~~ASU~~occurred ~~No.~~after ~~2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard clarifies certain aspects of~~ the ~~statement~~balance ofsheet ~~cash~~date ~~flows,~~but ~~including~~before the ~~classification~~financial ofstatements ~~debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that~~ are ~~insignificant~~issued. inBased ~~relation~~upon to the ~~effective interest rate of the borrowing~~evaluation, ~~contingent consideration payments made after a business combination, proceeds from~~ the ~~settlement~~Company ofdid ~~insurance~~not ~~claims,~~identify ~~proceeds~~any ~~from~~recognized ~~the~~or ~~settlement of corporate~~non-~~owned~~recognized ~~life~~subsequent ~~insurance~~events ~~policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies~~ that anwould entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have ~~aspects~~required ofadjustment ~~more than one class of cash flows and cannot be separated by source~~ or ~~use,~~disclosure ~~the~~in ~~appropriate classification should depend on~~ the ~~activity~~consolidated ~~that~~financial ~~is likely to be the predominant source or use of cash flows for the item. This new standard became effective for the Company on April 1~~statements, ~~2018.~~except ~~The~~as ~~new standard does not have a material impact on our financial statements~~disclosed.

~~Recently~~Earnings ~~Issued~~(Loss) ~~Accounting~~Per ~~Standards~~Common Share

InBasic ~~February~~earnings ~~2016, the FASB issued ASU 2016-02, Leases~~ (~~Topic 842~~loss). ~~ASU~~per ~~2016-02~~share ~~increases~~data ~~the~~for ~~transparency~~each ~~and~~period ~~comparability~~presented ~~among~~is ~~organizations~~computed byusing ~~recognizing lease assets and lease liabilities on~~ the ~~balance~~weighted ~~sheet~~average ~~and~~number ~~disclosing~~of ~~key~~shares ~~information~~of ~~about~~common ~~leasing~~stock ~~arrangements.~~outstanding ~~Certain~~during ~~qualitative~~each ~~and~~such ~~quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases~~period. ~~The~~Diluted ~~new~~earnings ~~ASU~~(loss) isper ~~effective~~share ~~for~~data ~~fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company~~ is ~~currently~~computed ~~evaluating~~using the ~~impact~~weighted ofaverage ~~this~~number ~~new~~of ~~standard~~common and ~~does~~dilutive ~~not~~common ~~expect~~equivalent itshares tooutstanding ~~have~~during aeach ~~material impact on our financial statements~~period.

InThe ~~June~~following ~~2018,~~securities ~~the~~were ~~FASB~~excluded ~~issued~~from ~~Accounting Standards Update (ASU) 2018-07 intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently,~~ the ~~accounting~~calculation ~~requirements for nonemployee and employee share-based payment transactions are significantly different. This ASU expands the scope~~ of ~~Topic~~diluted ~~718,~~earnings ~~Compensation-Stock~~per ~~Compensation (which currently only includes~~ share~~-based~~ ~~payments~~because totheir ~~employees)~~inclusion towould ~~include~~have ~~share-based~~been ~~payments issued to nonemployees for goods or services. Consequently, the accounting for share~~anti-~~based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity-Equity-Based Payments to Nonemployees.~~dilutive:

	December 31,	December 31,
	2018	2017
Convertible debentures (Note 5)	--	26,375,000
Convertible debt related party (Note 6)	20,156,000	10,577,000
Stock subscriptions	530,000	530,000
Total potentially dilutive shares	20,686,000	37,482,000

~~The~~Recent ~~amendments~~Accounting in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company's adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on our financial statements.Standards

~~SEC~~Fiscal ~~Disclosure~~2019 ~~Update~~Accounting ~~and~~Standards ~~Simplification~~Adoptions

In August ~~2018~~2016, the ~~SEC~~Financial ~~adopted~~Accounting ~~the~~Standard ~~final~~Board ~~rule~~(“FASB”) ~~under~~issued ~~SEC~~Accounting ~~Release~~Standard Update (“ASU”) No. 332016-~~10532~~15, ~~Disclosure~~Statement ~~Update~~of Cash Flows (Topic 230): Classification of Certain Cash Receipts and ~~Simplification,~~Cash ~~amending~~Payments. This new standard clarifies certain ~~disclosure~~aspects ~~requirements~~of ~~that~~the ~~were~~statement ~~redundant,~~of ~~duplicative,~~cash ~~overlapping~~flows, ~~outdated~~including the classification of debt prepayment or ~~superseded.~~debt Inextinguishment ~~addition,~~costs ~~the~~or ~~amendments~~other ~~expanded~~debt ~~the~~instruments ~~disclosure~~with ~~requirements~~coupon oninterest rates that are insignificant in relation to the ~~analysis~~effective interest rate of ~~stockholders'~~the ~~equity~~borrowing, ~~for~~contingent ~~interim~~consideration ~~financial~~payments ~~statements.~~made ~~Under~~after ~~the~~a ~~amendments~~business combination, anproceeds ~~analysis~~from the settlement of ~~changes~~insurance inclaims, ~~each~~proceeds ~~caption~~from the settlement of ~~stockholders'~~corporate-owned ~~equity~~life ~~presented~~insurance inpolicies, ~~the~~distributions ~~balance~~received ~~sheet~~from ~~must~~equity bemethod ~~provided~~investees inand abeneficial ~~note~~interests orin ~~separate~~securitization ~~statement~~transactions. ~~The~~This ~~analysis~~new standard also clarifies that an entity should ~~present~~determine aeach ~~reconciliation~~separately identifiable source of use within the ~~beginning~~cash ~~balance~~receipts toand payments on the ~~ending~~basis ~~balance~~of the nature of ~~each~~the ~~period~~underlying ~~for~~cash flows. In situations in which acash ~~statement~~receipts and payments have aspects of ~~comprehensive~~more ~~income~~than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is ~~required~~likely to be ~~filed~~the predominant source or use of cash flows for the item. This ~~final~~new ~~rule~~standard ~~was~~became effective for the Company on ~~November~~April 51, 2018. The ~~Company~~new isstandard ~~evaluating~~does ~~the~~not ~~impact~~have ofa ~~this~~material ~~guidance~~impact on ~~its~~the Company’s unaudited condensed consolidated financial statements and financial statement disclosures.

~~NOTE 4 - RELATED PARTY TRANSACTIONS~~7

~~There~~CANTABIO ~~have~~PHARMACEUTICALS, ~~been no changes to the Company’s related party consulting arrangements as they have been disclosed in our most recently filed form 10K~~INC.

~~Costs~~Notes ~~incurred~~to ~~associated~~Condensed ~~with~~Consolidated ~~related~~Financial ~~party transactions included in general and administrative in the statement of operations are as follows:~~Statements

	For the six months ended September 30,
	2018		2017
Operating expenses:
Toth and Associates LTD	$	87,000	$	80,000
Capro LTD		48,000		66,000
Eden Professional LTD		45,000		42,000
Max Zhu Consulting		6,000		12,000
Total related party transactions	$	186,000	$	200,000

(Unaudited)

~~Accounts~~Recently ~~payable~~Issued ~~and~~Accounting ~~accrued expenses includes amounts payable to related parties of $0.3 and $0.6 million for the period ended September 30, 2018 and March 31, 2018, respectively.~~Standards

~~NOTE~~In 5February 2016, the FASB issued ASU No. 2016-02, ~~CONVERTIBLE~~Leases ~~DEBENTURES~~(Topic AS842) ~~AMENDED~~(“ASU 2016-02”). ASU 2016-02 increases the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on its unaudited condensed consolidated financial statements and financial statement disclosures.

~~New~~In ~~issuance~~June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718)” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. This ASU expands the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity-Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company's adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the impact of this new standard and does not expect it to have a material impact on its unaudited condensed consolidated financial statements and financial statement disclosures.

OnIn ~~June~~March 52019, ~~2018~~ the ~~Company~~FASB ~~entered~~issued ~~into~~ASU a2019-01, ~~new~~“Leases ~~securities~~(Topic ~~purchase~~842): ~~agreement~~Codification ~~with~~Improvements” an(“Topic ~~accredited~~842”) ~~investor~~(“ASU to2019-01”). ~~place~~These ~~Convertible~~amendments ~~Debentures~~align ~~(as~~the ~~amended~~guidance for fair value of the ~~“Debentures”)~~underlying asset by lessors that are not manufacturers or dealers in ~~the~~Topic ~~aggregate~~842 ~~principal~~with ~~amount~~that of upexisting toguidance. ~~$300~~As a result,~~000~~ ~~net~~the fair value of ~~issuance~~the ~~costs~~underlying ofasset ~~$35~~at lease commencement is its cost,~~000~~ ~~(the~~reflecting ~~“Transaction”).~~any ~~The~~volume ~~Debentures~~or ~~bear~~trade ~~interest~~discounts atthat ~~the~~may ~~rate~~apply. ofHowever, 5%if ~~per~~there ~~annum~~has ~~with~~been a ~~maturity~~significant ~~date~~lapse of ~~June~~time 5,between ~~2019,~~when asthe ~~may~~underlying beasset ~~extended~~is atacquired and when the ~~option~~lease ofcommences, the ~~note~~definition ~~holder. In~~of ~~addition~~fair value (in Topic 820, ~~the~~Fair ~~Company~~Value ~~must~~Measurement) ~~pay~~should tobe ~~the~~applied. ~~holder~~(Issue an1). ~~annual~~The ~~fee~~ASU ~~equal~~also torequires 7%lessors ofwithin the ~~amount~~scope of ~~the~~Topic ~~Debentures~~942, toFinancial ~~assist~~Services-Depository inand ~~their~~Lending, ~~monitoring~~to ~~costs~~present ~~for~~all ~~the~~“principal ~~Debentures.~~payments ~~The~~received ~~net~~under ~~proceeds~~leases” ofwithin ~~the~~investing ~~financing~~activities. ~~were~~(Issue ~~used~~2). ~~for~~Finally, ~~general~~the ~~corporate~~ASU ~~matters~~exempts both lessees and ~~for~~lessors ~~other~~from ~~expenses.~~having ~~The~~to ~~Debentures~~provide ~~may~~certain beinterim ~~converted~~disclosures atin ~~any~~the ~~time~~fiscal onyear orin ~~prior~~which toa ~~maturity~~company atadopts the ~~lower~~new ofleases $0standard.05 or(Issue ~~93%~~3). ofThe ~~the~~transition ~~average~~and ofeffective ~~the~~date ~~three~~provisions ~~lowest~~apply ~~daily~~to ~~volume~~Issue ~~weighted~~1 ~~average~~and ~~price~~Issue ~~(“VWAP”)~~2. ~~during~~They ~~the~~do 10not ~~consecutive~~apply ~~trading~~to ~~days~~Issue ~~immediately~~3 ~~preceding~~because the ~~conversion~~amendments ~~date,~~for ~~provided~~ that asIssue ~~long~~are asto wethe ~~are~~original ~~not~~transition requirements in ~~default~~Topic ~~under~~842. ~~the~~The ~~Debenture~~effective ~~and~~date ~~the~~of ~~conversion~~those ~~price~~amendments is ~~never~~for ~~lower~~fiscal ~~than~~years abeginning ~~stated~~after ~~floor~~December ~~price~~15, 2019. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited condensed consolidated financial statements.

~~Amendment~~CANTABIO PHARMACEUTICALS, INC.

AtNotes ~~the same time all previous debentures were amended~~ to ~~align~~Condensed ~~them~~Consolidated ~~with~~Financial the new agreement. All the Debentures may be converted at any time on or prior to maturity at the lower of $0.05 (rather than $0.10 as previously) or 93% of the average of the three lowest daily volume weighted average price (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price. The Company accounted for the amendment as a debt modification which resulted in $76,000 impact that was recorded in the change in fair value of embedded derivatives in the Company’s statements of operations.Statements

~~Embedded Derivative~~(Unaudited)

~~Embedded~~NOTE ~~Derivatives~~4 - ~~Monthly~~RELATED ~~Payment~~PARTY ~~Provision~~TRANSACTIONS

~~The~~There ~~monthly~~have ~~payment~~been ~~provision~~no ~~within~~changes ~~the Debentures is a contingent put option that is required~~ to ~~be separately measured at fair value, with subsequent changes in fair value recognized in~~ the ~~Condensed Consolidated Statements of Operations. The~~ Company’s ~~estimated~~related ~~the~~party ~~fair~~consulting ~~value~~arrangements ~~of the monthly payment provision,~~ as ofthey ~~the~~have ~~issuance~~been ~~date~~disclosed ~~and~~in ~~September 30, 2018 using probability analysis of~~ the ~~occurrence~~Company’s ofmost arecently ~~Triggering~~filed ~~Date~~Form ~~applied to the discounted maximum redemption premium for any given payment~~10-K.

~~The~~Costs ~~probability~~incurred ~~analysis~~associated ~~utilized~~with inrelated ~~calculating~~party ~~the~~transactions ~~embedded~~included ~~derivative~~in atgeneral ~~September~~and ~~30,~~administrative ~~2018~~in ~~and~~the ~~March~~unaudited ~~31,~~condensed ~~2018~~consolidated ~~was~~statements ~~calculated~~of ~~using~~operations ~~the~~are ~~following~~as ~~key inputs~~follows:

Monthly Payment Provision

	For the three months ended December 31,				For the nine months ended December 31,
	2018		2017		2018		2017

Operating expenses:
Toth and Associates LTD	$	44,000	$	40,000	$	130,000	$	120,000
Capro LTD		25,000		18,000		72,000		84,000
Eden Professional LTD		23,000		21,000		68,000		63,000
Max Zhu Consulting		6,000		3,000		12,000		12,000

Total related party transactions	$	98,000	$	82,000	$	282,000	$	279,000

	September 30, 2018	March 31, 2018
Stock price	$0.017	$0.06
Probability of Triggering Date	100%	100%
Volatility	300%	300%
Risk-free rate	1%	1%
Discount rate	0%	0%

Accounts payable and accrued expenses include amounts payable to related parties in the aggregate amount of $0.4 million and $0.6 million as of December 31, 2018 and March 31, 2018, respectively.

~~Due~~Additional torelated-party ~~the~~transactions ~~Company’s~~are ~~sequencing~~discussed ~~policy~~in ~~the~~Note ~~Company~~6 ~~recorded~~- anConvertible-Debt ~~embedded~~Related ~~derivative associated with the conversion feature~~Party. ~~The following are the inputs associated with the conversion feature.~~

~~Conversion~~NOTE ~~Feature~~5 - SECURED CONVERTIBLE DEBENTURES

	September 30, 2018	March 31, 2018
Stock price	$0.017	$0.06
Exercise price	$0.016	$0.06
Volatility	400%	300%
Contractual term	0.14 - 0.68 year	1 year
Risk-free rate	1%	1%
Discount rate	0%	0%

Overview

The ~~fair~~carrying value ~~estimate~~ of ~~the~~outstanding ~~embedded~~secured ~~derivatives~~convertible isdebentures, aas ~~Level 3 measurement. The roll-forward~~ of ~~the~~December ~~Level 3 fair value measurement~~31, ~~for~~2018 ~~the~~and ~~six~~March ~~months ended September 30~~31, 2018, isare ascomprised ~~follows~~of the following:

Balance at March 31, 2018		Issuance of new debentures	Change due to modification		Net realized (gain)/loss	Conversion	Balance at September 30, 2018
	December 31, 2018		March 31, 2018
$ 736,000		$ 281,000	$ 76,000		$ (200,000)	$ (65,000)	$ 828,000
Principal value	$	--	$	750,000
Fair value of embedded derivatives		--		736,000
Accrued interest		--		22,264
Debt discount		--		(561,104)
Carrying value of secured convertible debentures	$	--	$	947,160

9New issuance

~~The~~On ~~approximate~~June ~~carrying~~5, ~~value~~2018, ofthe Company entered into a securities purchase agreement (the “SPA”) with an accredited investor to place convertible debentures (as amended the “Debentures”) in the aggregate principal amount of up to $300,000 net of issuance costs of $35,000. The Debentures bear interest at the rate of 5% per annum with a maturity date of June 5, 2019, as may be extended at the option of ~~September~~the 30note holder. In addition, ~~2018~~the Company must pay to the holder an annual fee equal to 7% of the amount of the Debentures to assist in their monitoring costs for the Debentures. The net proceeds of the financing were used for general corporate matters and ~~March~~for ~~31,~~other ~~2018~~expenses. isThe ~~comprised~~Debentures may be converted at any time on or prior to maturity at the lower of $0.05 or 93% of the ~~following:~~average of the three lowest daily volume weighted average price (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price.

	September 30, 2018		March 31, 2018
Principal value of 5%, convertible, net of conversion	$	916,000	$	750,000
Fair value of embedded derivatives		828,000		736,000
Accrued interest		34,000		22,264
Debt discount		(298,000)		(561,104)
Carrying value of Secured Convertible Debenture Note	$	1,480,000	$	947,160

AsCANTABIO ~~of September 30~~PHARMACEUTICALS, ~~2018, the estimated aggregate fair value of outstanding convertible notes payable is approximately $1~~INC.~~5 million. The fair value estimate is based on the estimated option value of the conversion terms. The estimated fair value represents a Level 3 measurement.~~

~~Secured~~Notes ~~Convertible~~to ~~Debenture~~Condensed ~~Conversions~~Consolidated Financial Statements

During the six months ended September 30, 2018, holders of approximately $0.16 million in principal amount and accrued interest with respect to Secured Convertible Debentures exercised the conversion option and converted into 7.1 million shares of common stock. The fair market value of the shares issued of $0.12 million was less than the net carrying value of the convertible notes by $0.04 million and a gain on extinguishment was recorded.(Unaudited)

~~Events of Default or Financial covenants~~Amendments

Concurrent with the issuance of the aforementioned convertible debentures, all outstanding debentures were amended to align with the new agreement. All the Debentures may be converted at any time on or prior to maturity at the lower of $0.05 (rather than $0.10 as previously) or 93% of the average of the three lowest daily volume weighted average price (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price. The Company isaccounted for the amendment as a debt modification which resulted in ~~compliance~~a ~~with~~$76,000 ~~all~~impact ~~terms~~that ~~associated~~was ~~with~~recorded in the ~~convertible~~change ~~note~~in fair value of embedded derivatives in the Company’s unaudited condensed statements of operations.

~~NOTE 6 - CONVERTIBLE DEBT RELATED PARTY~~Conversions

~~Overview~~During the nine months ended December 31, 2018, certain holders of secured convertible debentures of approximately $0.21 million in principal and accrued interest exercised their conversion option and converted into an aggregate of 10.5 million shares of common stock of the Company. The aggregate fair market value of the shares issued of $0.16 million was less than the net carrying value of the convertible notes by $0.05 million and a gain on extinguishment of debentures was recorded.

~~The~~Secured ~~carrying~~Convertible ~~value~~Debenture ~~of the Notes, as of September 30, 2018 and March 31, 2018 is comprised of the following:~~Repayments

	September 30, 2018		March 31, 2018
Principal value of 5%, convertible, net of conversion	$	120,000	$	220,000
Fair value of embedded derivatives		95,000		156,000
Accrued interest		4,800		15,204
Debt discount		(58,000)		(133,590)
Carrying value of Secured Convertible Debenture Note	$	161,000	$	257,614

During the nine months ended December 31, 2018, the Company repaid secured convertible debentures in the aggregate amount of $0.93 million of principal and accrued interest. As a result of the repayments, the Company extinguished the associated bifurcated embedded derivatives and debt discount in the aggregate amount of $0.54 million and $0.08 million, respectively, and recorded a gain on extinguishment of debentures of $0.46 million. See below within Note 5 - Convertible Debentures as Amended - Embedded Derivatives for additional details regarding the embedded derivatives.

AsEmbedded of September 30, 2018, the estimated aggregate fair value of outstanding convertible notes payable is approximately $0.2 million. The fair value estimate is based on the estimated option value of the conversion terms. The estimated fair value represents a Level 3 measurement.Derivatives

~~Conversions~~The following table sets forth a summary of the changes in the fair value of Level 3 embedded derivatives that are measured at fair value on a recurring basis for the nine months ended December 31, 2018:

In September 2018 the holder converted $100,000 of principal and $25,789 of interest into approximately 10.7 million shares of common stock. The fair market value of the shares issued of $0.3 million exceeded the net carrying value of the convertible notes by $0.1 million and a loss on extinguishment was recorded.

Balance at

March 31, 2018

Issuance of

embedded

derivatives

Change due to

modification

Change in

fair value of

embedded

derivatives

Extinguishment

of derivatives

due to

conversions

and

repayments

Balance at

December 31, 2018

$ 736,000

$ 281,000

$ 76,000

$ (529,000)

$ (564,000)

$ --

~~Embedded~~Monthly ~~features~~Payment Provision

~~The~~During ~~analysis~~the ~~utilized~~nine months ended December 31, 2018, the Debentures had monthly payment provisions that were deemed to be contingent put options and were required to be separately measured at fair value, with subsequent changes in ~~calculating~~fair value recognized in the ~~embedded~~unaudited ~~derivative~~condensed consolidated statements of operations. The Company estimated the fair value of the monthly payment provisions at ~~September~~each 30reporting period commencing on the “Triggering Date”, ~~2018~~as ~~and~~defined, ~~March~~through December 31, 2018, ~~was~~using ~~calculated~~a ~~using~~discount to the ~~following~~respective ~~key~~maximum ~~inputs:~~redemption premium for any given payment, pursuant to the Debentures.

	September 30, 2018	March 31, 2018
Stock price	$0.017	$0.06
Contractual term	0.27 years	0.1 - 1.0 years
Volatility	400%	300%
Risk-free rate	1%	1%

10CANTABIO PHARMACEUTICALS, INC.

~~The~~Notes ~~fair~~to ~~value~~Condensed ~~estimate~~Consolidated ofFinancial ~~the embedded derivative is a Level 3 measurement. The roll-forward of the Level 3 fair value measurement, for the six months ended September 30, 2018, is as follows:~~ Statements

Balance at March 31, 2018		Conversion		Net unrealized (gain)/loss		Balance at September 30, 2018
$ 156,000		$ (65,000)		$ 4,000		$ 95,000

(Unaudited)

~~Technical~~In ~~default~~applying a probability analysis to the contingent put options, the Company used the following key inputs:

The remaining note which was due in July 2018 is in technical default, although the obligation has not been called by the lender.

	For the Three Months Ended December 31,		For the Nine Months Ended December 31,
	2018	2017	2018	2017
Stock price	N/A	$0.030	$0.017-$0.060	$0.030-$0.230
Probability of triggering date	N/A	100%	100%	4%-100%
Volatility	N/A	282%	300%	207%-282%
Risk-free rate	N/A	1%	1%	1%
Discount rate	N/A	0%	0%	0%

~~NOTE~~Embedded 7Conversion ~~- CAPITAL STOCK~~Features

~~Issuance~~The Company analyzes the Embedded Conversion Features (“ECFs”) of ~~shares~~its convertible notes at issuance to determine whether the ECF should be bifurcated and accounted for ~~consulting~~as ~~services~~a derivative liability or if the ECF contains a beneficial conversion feature. During the nine month’s ended December 31, 2018, the Company determined that the ECFs of the Debentures were derivative liabilities and, as a result, were recorded as debt discount and are being amortized over the respective terms of the Debentures.

~~During~~The ~~the~~analysis ~~six~~used ~~months~~in ~~ended~~calculating ~~September 30, 2018~~ the ~~Company issued approximately 0.4 million shares with a fair~~ value of ~~approximately~~issued ~~$10,000~~and asoutstanding ~~compensation~~ECFs ~~for~~during ~~services~~the ~~performed,~~three and ~~issued~~nine ~~approximately~~months ~~8.6~~ended ~~million~~December ~~shares~~31, to2018 ~~Directors~~and of2017 ~~the~~was ~~company~~calculated inusing ~~lieu~~the offollowing ~~$70,000 of unpaid fees.~~assumptions:

NOTE 8 - SUBSEQUENT EVENTS

	For the Three Months Ended December 31,		For the Nine Months Ended December 31,
	2018	2017	2018	2017
Stock price	$0.007-$0.017	$0.030	$0.007-$0.060	$0.030
Exercise price	$0.007-$0.016	$0.030	$0.007-$0.060	$0.030
Volatility	220%-395%	282%	220%-400%	282%
Contractual term (years)	0.00-0.48	1.00	0.00-1.00	1.00
Risk-free rate	2%-3%	1%	1%-3%	1%
Discount rate	0%	0%	0%	0%

~~The~~NOTE ~~Company issued a convertible loan note to a related party for $115,000. The loan matures in~~ 6 ~~months,~~- ~~and~~CONVERTIBLE ~~earns~~DEBT ~~interest~~RELATED ~~at 24% before maturity and 29% thereafter, with conversion terms substantially similar to those already existing~~PARTY

~~A holder of convertible debentures converted approximately $0.4 million of principal and interest into approximately 3.4 million shares of common stock.~~Overview

11The carrying value of convertible related party debentures are comprised of the following as of December 31, 2018 and March 31, 2018:

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

	December 31, 2018		March 31, 2018
Principal value	$	1,415,000	$	220,000
Fair value of embedded derivatives		57,000		156,000
Accrued interest		26,541		15,204
Debt discount		(89,752)		(133,590)
Carrying value of convertible debt related party	$	1,408,789	$	257,614

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.11

~~This~~CANTABIO ~~Quarterly Report contains forward-looking statements about our business~~PHARMACEUTICALS, ~~financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available~~INC. The expectations indicated by such forward-looking statements might not be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

~~The~~Notes ~~key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited~~ to, ~~managements’~~Condensed ~~ability~~Consolidated toFinancial ~~raise capital in the future, the retention of key employees and changes in the regulation of our industry. There may be other risks and circumstances that management may be unable to predict.~~Statements

When used in this Quarterly Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.(Unaudited)

AsNew of September 30, 2018, we had approximately $22,000 cash in the bank. This amount will not satisfy our cash requirements for the next twelve months. We plan to satisfy our future cash requirements by additional equity financing. This will likely be in the form of private placements of common stock. Additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.Issuances

IfDuring wethe ~~are~~nine ~~unsuccessful~~months inended ~~raising~~December 31, 2018, the ~~additional~~Company ~~proceeds~~issued ~~through~~one aof ~~private~~our ~~placement~~directors ~~offering,~~convertible wedebentures ~~will~~in ~~then~~the ~~have~~aggregate toprincipal ~~seek~~amount ~~capital~~of ~~from~~$1.615 ~~other~~million. ~~sources~~The ~~such~~Company asreceived ~~debt~~proceeds ~~financing,~~of ~~which~~$1.415 ~~may~~million ~~not~~during bethe ~~available~~nine tomonths ~~us.~~ended ~~However~~December 31, if2018, ~~such~~which ~~financing~~bear ~~were~~interest ~~available,~~at wethe ~~would~~rate ~~likely~~of ~~have~~24% toper ~~pay~~annum ~~additional~~and ~~costs~~provide ~~associated~~for ~~with~~maturity ~~high~~dates ~~risk~~between ~~loans~~April 2019 and beAugust ~~subject~~2019. toThe andifference ~~above~~of ~~market~~$0.20 ~~interest~~million ~~rate.~~was Atsubsequently ~~such~~funded ~~time~~to ~~these~~the ~~funds~~Company ~~are~~in ~~required,~~January ~~management~~2019. ~~would~~The ~~evaluate~~proceeds of the ~~terms~~financing ofshall ~~such~~be ~~debt~~used ~~financing~~for ~~and~~general ~~determine~~corporate ~~whether~~matters, ~~the~~repayment ~~business~~of ~~could~~certain ~~manage~~outstanding ~~the~~debentures, ~~debt~~research ~~load.~~and Ifdevelopment weand ~~cannot~~for ~~raise~~other ~~additional~~expenses. ~~proceeds~~In ~~via~~connection awith ~~private~~the ~~placement~~issuance of ~~our~~a ~~common~~certain ~~stock~~convertible ordebenture, ~~secure~~the ~~debt~~Company ~~financing~~granted wethe ~~would~~lender bea ~~required~~board toseat ~~cease~~for asat aleast ~~business~~one-year, effective October 2018. AsSee aNote ~~result,~~8 ~~investors~~- inSubsequent ~~our~~Events ~~common~~for ~~stock~~details ~~would~~regarding ~~lose~~a ~~all~~certain ofrelated ~~their~~party ~~investment~~debenture in technical default.

~~Results~~The convertible debentures are convertible into shares of ~~Operations~~common ~~for~~stock of the ~~three~~Company ~~months~~at ~~ended~~the ~~September~~option ~~30,~~of ~~2018,~~the lender as ~~compared~~follows: (i) at any time on or prior to maturity at 80% of the ~~three~~Company’s ~~months~~share ~~ended~~price ~~September~~providing 30a $6 million or $9 million valuation, ~~2017~~depending on the note, or (ii) at any time on or prior to maturity following an equity investment of over $1.5 million or $3.5 million, depending on the note, at a conversion price generally equal to 80% of the share price of such equity investment. The Company analyzes the ECFs of its convertible notes at issuance to determine whether the ECF should be bifurcated and accounted for as a derivative liability or if the ECF contains a beneficial conversion feature. See below within Note 6 - Convertible Debt - Related Party - Embedded Conversion Features for additional details regarding the embedded derivatives.

~~Our~~The ~~operating~~notes ~~expenses~~have ~~decreased~~forced toredemption ~~$234~~provisions,~~131~~ ~~for~~whereby, the ~~three~~holder ~~months~~may ~~ended~~demand ~~September~~redemption ~~30,~~of ~~2018~~the ~~from $276~~loan,~~339~~ either: (i) in cash at the ~~three~~then-outstanding ~~months~~principal ~~ended~~and ~~September~~accrued ~~30,~~interest ~~2017.~~balance ~~The~~or ~~R&D~~(ii) ~~spend~~in ofcommon ~~$79,003~~stock inof the ~~three~~Company, ~~months~~pursuant to ~~September~~the 30conversion terms, ~~2018~~provided ~~compares~~the ~~with~~Company ~~$98,904~~either onreceives ~~R&D~~an inequity ~~the~~investment ~~same~~of ~~period~~over in$1.5 ~~2017,~~million ~~due~~or accumulated torevenue ~~headcount~~in ~~having~~an ~~reduced~~amount ~~between~~equal ~~the~~to ~~two~~or ~~periods~~greater than $3.5 ~~There~~million, ~~was~~depending aon ~~decrease~~the innote. ~~General~~The ~~and~~notes ~~Administrative~~also ~~expenses~~provide tofor ~~$155~~redemption provisions,~~128~~ inwhereby, the ~~three~~Company ~~months~~may elect to ~~September~~prepay ~~30,~~the ~~2018~~notes ~~from~~at ~~$177~~any time,~~435~~ in ~~the~~cash, ~~three~~at ~~months~~a topremium ~~September~~of ~~30,~~up ~~2017.~~to ~~The~~10% ~~decrease~~of ~~was~~the ~~largely~~then ~~driven~~outstanding byprincipal ~~decreased legal~~ and ~~professional~~accrued ~~fees~~interest, ~~related~~depending toon ~~fundraising~~the ~~activities~~note.

We generated Other Expense in the three months ended September 30, 2018 of $334,485 made up of $288,693 of interest expense, the overwhelming majority of which relates to amortization of debt discount connected with convertible instruments, a $2,000 gain in fair value of an embedded derivative, and a net $47,792 loss on extinguishment of debt and debentures. Other Expense for the same period of 2017 was $68,952, made up of $112,952 of interest expense, partially offset by a $44,000 gain in fair value of an embedded derivative.Conversions

12During the nine months ended December 31, 2018, a certain holder converted an aggregate of $0.22 million of principal and $0.05 million of the respective interest into approximately 25.3 million shares of common stock of the Company with an aggregate fair market value of $0.42 million. As a result of the conversion, the Company extinguished the associated bifurcated embedded derivatives and debt discount in the aggregate amount of $0.13 million and $0.03 million, respectively, and recorded a loss on extinguishment of related party debentures of $0.05 million. See below within Note 6 - Convertible Debt - Related Party - Embedded Conversion Features for additional details regarding the embedded derivatives.

~~Results~~Technical ~~of Operations for the six months ended September 30, 2018, as compared to the six months ended September 30, 2017.~~Default

~~Our~~A ~~operating~~debenture ~~expenses~~held ~~decreased~~by toone ~~$470,003 for the six months ended September 30, 2018 from $564,265 in the six months ended September 30, 2017. R&D spend~~ of ~~$190,223~~our indirectors ~~the~~was ~~six~~due ~~months to September 30, 2018, compared to $196,096~~ in ~~the~~April ~~same~~2019 ~~period~~and inis ~~2017~~now ~~driven by lower staff costs~~ in ~~2017~~technical ~~partially offset by higher third-party R&D costs~~default. ~~There~~The ~~was~~obligation ahad ~~decrease~~not inbeen ~~General~~called ~~and Administrative expenses to $279,780 in the six months to September 30, 2018 from $368,169 in the same period in 2017 largely driven~~ by ~~reduction~~such ~~in legal and professional fees which were high in 2017 due to fundraising activities~~director.

~~Other~~Embedded ~~Expense~~Conversion in the six months ended September 30, 2018 was $565,476 made up of $637,684 of interest expense, the majority of which relates to amortization of debt discount connected with convertible instruments, and $47,792 net loss on extinguishment of debt and debentures, offset by a gain in the value of embedded derivatives of $120,000. In the six months to September 30, 2017 Other Expense was $133,423 made up of $187,423 of interest expense, offset by a gain in the value of embedded derivatives of $54,000.Features

~~Liquidity~~The ~~and~~following ~~Capital~~table ~~Resources~~sets forth a summary of the changes in the fair value of Level 3 embedded derivatives that are measured at fair value on a recurring basis for the nine months ended December 31, 2018:

On September 30, 2018, we had approximately $22,000 in current assets, consisting entirely of cash. Our total current liabilities as of September 30, 2018, were approximately $2,444,000. Thus, we had negative working capital of approximately $2,422,000 as of September 30, 2018.

Balance at

March 31, 2018

Issuance of

embedded

derivatives

Change in fair

value of

embedded

derivatives

Extinguishment

of derivatives

due to

conversions

Balance at

December 31, 2018

$ 156,000

$ 113,000

$ (87,000)

$ (125,000)

$ 57,000

Cash Flows from Financing Activities. During the six months ended September 30, 2018, financing activities provided $265,000 from a convertible debenture facility. This compares to approximately $127,000 from a convertible debenture facility and approximately $175,000 from related party convertible notes in the same period in 2017.12

~~The~~CANTABIO ~~Company typically raises capital which it spends on maintaining its research and corporate operations. At this early stage in the life of the Company~~PHARMACEUTICALS, ~~funding is often short term in nature~~INC. ~~While the Company has been proficient in raising funds in the past, the short-term nature of these funding cycles raises substantial risk around the Company's ability to continue as a going concern.~~

~~Management~~Notes ~~is addressing going concern risk by seeking new sources of capital and is continuing initiatives~~ to ~~raise~~Condensed ~~capital~~Consolidated ~~through~~Financial private placements, related party loans and other institutional sources to meet future working capital requirements. Furthermore, strategic partnerships, most likely with larger pharmaceutical industry companies, will be needed to continue to fund research and development costs as our projects expand. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for the Company beyond the next twelve months.Statements

Our financial statements indicate there is substantial doubt about our ability to continue as a going concern as this would depend upon our ability to obtain ongoing financing and ultimately to generate sufficient cash flow to meet our obligations on a timely basis. Our plans and efforts to achieve the above steps might not be successful, which raises substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing.(Unaudited)

~~OFF~~The ~~BALANCE~~Company ~~SHEET~~analyzes ~~ARRANGEMENTS~~the ECFs of its convertible related party notes at issuance to determine whether the ECF should be bifurcated and accounted for as a derivative liability or if the ECF contains a beneficial conversion feature. During the nine month’s ended December 31, 2018, the Company determined that the ECFs of convertible related party notes were derivative liabilities and, as a result, were recorded as debt discount and are being amortized over the respective terms of the Debentures.

The ~~Company~~analysis ~~does~~used ~~not~~in ~~have~~calculating ~~any~~the ~~off-balance~~value ~~sheet~~of ~~arrangements~~issued ~~that~~and ~~have~~outstanding orECFs ~~are~~during ~~reasonably likely to have a current or future effect on~~ the ~~Company's~~three ~~financial~~and ~~condition,~~nine ~~changes~~months inended ~~financial~~December ~~condition~~31, ~~revenues~~2018 orand ~~expenses,~~2017 ~~results~~was ofcalculated ~~operations,~~using ~~liquidity,~~the ~~capital~~following ~~expenditures or capital resources that are material to investors.~~assumptions:

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	For the Three Months Ended December 31,		For the Nine Months Ended December 31,
	2018	2017	2018	2017
Stock price	$0.009-$0.019	$0.010-$0.030	$0.009-$0.07	$0.030
Volatility	261%-368%	125%-159%	261%-400%	282%
Contractual term (years)	0.13-0.50	0.10-0.50	0.10-1.00	1.00
Risk-free rate	2%-3%	1%	1%-3%	1%
Discount rate	0%	0%	0%	0%

~~Not~~NOTE ~~applicable.~~7 - CAPITAL STOCK

13Issuance of shares for consulting services.

~~ITEM~~During the nine months ended December 31, 2018 the Company issued approximately 0.4 million shares of common stock of the Company with a fair value of approximately $10,000 as compensation for services performed and issued approximately 8.6 ~~CONTROLS~~million ~~AND~~shares ~~PROCEDURES~~of common stock of the Company to directors of the Company in lieu of $70,000 of unpaid fees.

ASee ~~set~~Note of5 ~~disclosure~~- ~~controls~~Secured ~~and~~Convertible ~~procedures~~Debentures ~~designed~~and toNote ~~ensure~~6 ~~that~~- ~~information~~Convertible ~~required~~Debt to- beRelated ~~disclosed~~Party byfor usdetails inregarding the ~~reports~~issuance ~~filed~~of ~~under~~common ~~the~~stock ~~Securities~~of ~~Exchange Act, is recorded, processed, summarized and reported within~~ the ~~time~~Company ~~periods~~in ~~specified~~connection ~~by the SEC’s rules and forms is required to be maintained by management. Disclosure controls should be designed~~ with ~~the~~conversions ~~objective~~ of ~~ensuring~~certain that this information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosuredebentures. ~~Management has not designed and currently does not maintain a designed set of disclosure controls and procedures.~~

WeNOTE ~~have~~8 ~~not evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a~~-~~15(e)~~ ~~and~~SUBSEQUENT 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. As a result, management has concluded that our disclosure controls and procedures were not effective for the quarter ended September 30, 2018, due to the following:EVENTS

1.Compensatory Common Stock Issuance

~~Failure~~Subsequent to ~~design~~December ~~and~~31, ~~maintain~~2018, athe ~~set~~Company issued an aggregate of ~~disclosure~~approximately 16.1 million shares of common stock of the Company to certain employees and ~~control~~consultants ~~procedures~~of the Company as compensation for services performed with an aggregate fair value of approximately $0.2 million.

2.Reverse Stock Split

~~Lack~~Subsequent to December 31, 2018, the shareholders of ~~segregation~~the Company approved an amendment to the Certificate of ~~duties~~Incorporation asof the Company to effect a ~~result~~reverse split of ~~limited~~the ~~personnel~~Company’s common stock at a ratio of 1-for-5,000, with the Chief Executive Officer having the discretion as to the timing of when the reverse stock split is to be effected. For each fractional share resulting from the reverse stock split, the Company will pay, in cash, an amount equal to $0.01296 per share prior to the reverse stock split. As of the date of this filing, the Company has not effected the reverse stock split.

3.Technical Default

~~Lack~~A ofdebenture ~~Functioning~~held ~~Audit~~by ~~Committee~~one -of Weour dodirectors ~~not~~was ~~have~~due anin ~~Audit~~April ~~Committee,~~2019 ~~our~~and ~~board~~is ofnow ~~directors~~in ~~currently~~technical ~~acts~~default. asThe ~~our~~obligation ~~Audit~~had ~~Committee. We do~~ not ~~have~~been ancalled ~~independent~~by such director.

1413

~~PART~~ITEM II2. -MANAGEMENT'S ~~OTHER~~DISCUSSION ~~INFORMATION~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~The 1.following ~~LEGAL~~discussion ~~PROCEEDINGS~~and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

~~None~~This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. The expectations indicated by such forward-looking statements might not be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

~~ITEM~~The 2key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry. ~~UNREGISTERED~~There ~~SALES~~may OFbe ~~EQUITY~~other ~~SECURITIES~~risks ~~AND~~and ~~USE~~circumstances OFthat ~~PROCEEDS~~management may be unable to predict.

OnWhen ~~September~~used ~~11,~~in ~~2018,~~this aQuarterly ~~holder~~Report, ofwords asuch ~~convertible~~as, ~~debenture~~"believes," ~~converted~~"expects," ~~$34~~"intends,~~329~~" of"plans," ~~principal~~"anticipates," "estimates" and ~~interest~~similar onexpressions ~~such~~are ~~debenture~~intended ~~into~~to ~~2,795,502~~identify ~~shares~~forward-looking ofstatements, ~~our~~although ~~common~~there ~~stock~~may atbe ~~$0.01228~~certain ~~per~~forward-looking ~~share~~statements ~~pursuant~~not toaccompanied ~~the~~by ~~terms of~~ such ~~debenture~~expressions.

On September 20, 2018, a holder of a convertible note converted $125,789 of principal and interest on such loan into 10,652,853 shares of our common stock at $0.011808 per share pursuant to the terms of such loan.Overview

OnAs ~~September~~of 20December 31, 2018, we ~~issued~~had 8approximately $283,~~578,431~~000 ~~shares~~ of cash. This amount will not satisfy our ~~common~~cash ~~stock~~requirements for the next twelve months. We plan to satisfy our ~~Directors~~future cash requirements by raising additional equity financing. This will likely be in ~~lieu~~the form of ~~unpaid~~private ~~fees~~placements ~~totalling~~of ~~$70,000~~common stock. Additional equity financing may not be available to us on acceptable terms or at aall, ~~price~~and ofthus, $0we could fail to satisfy our future cash requirements.~~00816.~~

OnIf ~~October~~we 17are unsuccessful in raising the additional proceeds through a private placement offering, ~~2018~~we will then have to seek capital from other sources such as debt financing, awhich ~~holder~~may ofnot abe ~~convertible~~available ~~debenture~~to ~~converted~~us. ~~$40~~However,~~008~~ ofif ~~principal~~such financing were available, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest onrate. At such ~~debenture~~time ~~into~~these 3funds are required,~~413,670~~ ~~shares~~management would evaluate the terms of such debt financing and determine whether the business could manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock ator ~~$0.01172~~secure ~~per~~debt ~~share~~financing, ~~pursuant~~we would be required to ~~the~~cease ~~terms~~as a business. As a result, investors in our common stock would lose all of ~~such~~their ~~debenture~~investment.

~~ITEM~~Results 3.of ~~DEFAULTS~~operations ~~UPON~~for ~~SENIOR~~the ~~SECURITIES~~three months ended December 31, 2018, as compared to the three months ended December 31, 2017

~~None~~Our operating expenses increased to $240,192 for the three months ended December 31, 2018, from $166,029 in the three months ended December 31, 2017. The research and development (“R&D”) expenses of $80,219 in the three months ended December 31, 2018 compares with $58,480 on R&D expenses in the same period in 2017, driven by higher third-party R&D costs, partially offset by lower staff costs. There was an increase in general and administrative expenses to $159,973 in the three months ended December 31, 2018, from $107,549 in the three months ended December 31, 2017. The increase was largely driven by increased legal and professional fees.

~~ITEM~~We 4generated other income in the three months ended December 31, 2018 of $583,159, made up of a $420,275 gain on change in fair value of embedded derivatives, a $467,064 and $43,020 gain on extinguishment of secured convertible debentures and convertible related party debt, respectively, partially offset by $347,200 of interest expense, the overwhelming majority of which relates to amortization of debt discount connected with convertible instruments. ~~MINE~~Other ~~SAFETY~~expense ~~DISCLOSURES~~for the same period of 2017 was $297,454, made up of $204,962 of interest expense, the overwhelming majority of which relates to amortization of debt discount connected with convertible instruments and a $169,492 loss upon extinguishment of debt, partially offset by a gain of $77,000 due to change in fair value of an embedded derivative.

~~None~~14

~~ITEM~~Results 5.of ~~OTHER~~operations ~~INFORMATION~~for the nine months ended December 31, 2018, as compared to the nine months ended December 31, 2017

~~None~~Our operating expenses increased to $710,195 for the nine months ended December 31, 2018, from $730,294 in the nine months ended December 31, 2017. R&D expenses were $270,442 in the nine months ended December 31, 2018, compared to $254,576 in the same period in 2017, driven by higher third-party R&D costs, partially offset by lower staff costs. There was a decrease in general and administrative expenses to $439,753 in the nine months ended December 31, 2018, from $475,718 in the same period in 2017, largely driven by a reduction in legal and professional fees.

~~ITEM~~We 6generated other income in the nine months ended December 31, 2018 of $17,683, made up of a $540,275 gain on change in fair value of embedded derivatives, a $510,893 gain and a $48,601 loss on extinguishment of secured convertible debentures and convertible related party debt, respectively, partially offset by $984,884 of interest expense, the overwhelming majority of which relates to amortization of debt discount connected with convertible instruments. ~~EXHIBITS~~In the nine months ended December 31, 2017, other expense was $430,878, made up of $392,386 of interest expense, the majority of which relates to amortization of debt discount connected with convertible instruments, and a loss on extinguishment of debt of $169,492, offset by a gain of $131,000 due to the change in fair value of an embedded derivative.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1	Certification of the Principal Executive Officer and Acting Principal Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Liquidity and Capital Resources

15On December 31, 2018, we had approximately $326,000 in current assets, consisting of approximately $283,000 and $43,000 of cash and prepaid expenses, respectively. Our total current liabilities as of December 31, 2018 were approximately $2,215,000. Thus, we had negative working capital of approximately $1,889,000 as of December 31, 2018.

~~SIGNATURES~~Cash Flows from Financing Activities. During the nine months ended December 31, 2018, financing activities provided $1,415,000 and $265,000 from convertible related party debt and a convertible debenture facility, respectively. During the nine months ended December 31, 2018, we repaid $895,000 of secured convertible debentures. This compares to $255,500 provided from a convertible debenture facility and $175,000 provided from related party convertible notes in the same period in 2017.

InWe ~~accordance~~typically ~~with~~raise ~~the~~capital ~~requirements~~that ofwe ~~the~~spend ~~Securities~~on ~~Exchange~~maintaining ~~Act~~our research and corporate operations. At this early stage in the life of ~~1934~~our company, ~~the~~funding ~~registrant~~is ~~caused~~often ~~this~~short ~~report~~term toin benature. ~~signed~~While onwe ~~its~~have ~~behalf~~been byproficient in raising funds in the ~~undersigned~~past, ~~thereunto~~the ~~duly~~short-term ~~authorized~~nature of these funding cycles raises substantial risk around our ability to continue as a going concern.

~~Cantabio~~Management ~~Pharmaceuticals~~is ~~Inc~~addressing going concern risk by seeking new sources of capital and is continuing initiatives to raise capital through private placements, related party loans and other institutional sources to meet future working capital requirements. Furthermore, strategic partnerships, most likely with larger pharmaceutical industry companies, will be needed to continue to fund research and development costs as our projects expand. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for us beyond the next twelve months.

~~By:~~Our /financial statements indicate there is substantial doubt about our ability to continue as a going concern as this would depend upon our ability to obtain ongoing financing and ultimately to generate sufficient cash flow to meet our obligations on a timely basis. Our plans and efforts to achieve the above steps might not be successful, which raises substantial doubt about the Company's/ ~~Gergely~~ability ~~Toth~~to continue as a going concern within one year from the date of this filing.

~~Gergely~~OFF ~~Toth~~BALANCE SHEET ARRANGEMENTS

~~Its:~~We ~~President~~do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, ~~Chief~~changes ~~Executive~~in ~~Officer~~financial condition, ~~Director~~revenues ~~(Principal~~or ~~Executive~~expenses, ~~Officer)~~results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~November 13, 2018~~15

~~By:~~ITEM ~~/s/~~3. ~~Simon~~QUANTITATIVE ~~Peace~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Simon~~Not ~~Peace~~applicable.

~~Its:~~ITEM ~~Chief~~4. ~~Financial~~CONTROLS ~~Officer,~~AND ~~Director (Principal Accounting Officer)~~PROCEDURES

~~November~~A 13set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, ~~2018~~is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms is required to be maintained by management. Disclosure controls should be designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management has not designed and currently does not maintain a designed set of disclosure controls and procedures.

16We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. As a result, management has concluded that our disclosure controls and procedures were not effective for the quarter ended December 31, 2018, due to the following:

1.Failure to design and maintain a set of disclosure and control procedures

2.Lack of segregation of duties as a result of limited personnel.

3.Lack of functioning Audit Committee. We do not have an Audit Committee, our board of directors currently acts as our Audit Committee. We do not have an independent director.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable. See, however, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors That May Affect Future Results and Financial Condition”) of our Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed with the SEC on June 16, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended December 31, 2018, we issued the following securities in transactions not involving any public offering. For each of the following transactions, we relied upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as transactions by an issuer not involving any public offering or Section 3(a)(9) of the Securities Act as a security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. For each such transaction, we did not use general solicitation or advertising to market the securities, the securities were offered to a limited number of persons, the investors had access to information regarding us (including information contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018, Quarterly Reports on Form 10-Q for the periods ended June 30, 2018 and September 30, 2018 and Current Reports on Form 8-K filed with the Securities and Exchange Commission, and press releases made by us), and we were available to answer questions by prospective investors. We reasonably believe that each of the investors is an accredited investor. The proceeds were used to reduce our working capital deficiency and for other corporate purposes.

On October 17, 2018, a holder of a convertible debenture converted $40,008 of principal and interest on such debenture into 3,413,670 shares of our common stock at $0.01172 per share pursuant to the terms of such debenture.

On November 23, 2018, one of our directors converted $146,392.37 of outstanding principal and interest on a convertible note into 14,639,237 shares of our common stock at a per share conversion price of $0.01.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

A debenture held by one of our directors was due in April 2019 and has not been repaid. Although we are technically in default under the debenture, such director has not notified us of an event of default under the debenture or claimed that the obligation is currently due.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of Principal Executive Officer and Acting Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1	Certification of the Principal Executive Officer and Acting Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

Cantabio Pharmaceuticals Inc.

By: /s/ Gergely Toth

Gergely Toth

Its: Chief Executive Officer, Principal Executive Officer and acting Principal Financial Officer.

June 14, 2019

Filing Compare · Cantabio Pharmaceuticals Inc.