UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ ~~QUATERLY~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal three months ended ~~March~~June 3130, 2022

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

For the transition period from: _____________to______________

333-222083

(Commission File Number)

Regnum Corp.

(Exact name of registrant as specified in its charter)

Nevada

82-0832447

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

600 Third Avenue, 19th Floor

New York, NY 10016

(Address of Principal Executive Office) (Zip Code)

(877) 313-2232

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 ~~and post~~ such files). Yes ☒ No ☐

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

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

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

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

As of ~~May~~August 2015, 2022, there were 22,950,000 shares of common stock issued and outstanding.

~~DOCUMENTS~~TABLE ~~INCORPORATED~~OF ~~BY REFERENCE: None.~~CONTENTS

	TABLE OF CONTENTS
		Pages
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited)	3
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)	3
	Unaudited Condensed Statements of Operations for the Three Months ended March 31, 2022 and 2021	4
	Unaudited Condensed Statements of Operations for the Three Months Ended June 30 2022 and 2021 and for the Six Months Ended June 30, 2022 and 2021	4
	Unaudited Condensed Statements of Stockholders’ Deficit as of March 31, 2022, and 2021	5
	Unaudited Condensed Statements of Stockholders’ Deficit as of June 30, 2022, and 2021	5
	Unaudited Condensed Statements of Cash Flows for the Three Months March 31, 2022 and 2021	6
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30 2022 and 2021	6
	Notes to Condensed Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

Table of Contents

PART I. FINANCIAL INFORMATION ~~ITEM 1. FINANCIAL STATEMENTS. REGNUM CORP. CONDENSED BALANCE SHEETS~~

	March 31,			December 31,
	2022			2021
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	1,400,107		$	1,488,419
Prepaid Assets		500			500
Total Current Assets		1,400,607			1488,919
TOTAL ASSETS	$	1,400,607		$	1,488,919
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	-		$	2,000
Accrued Expenses		14,720			16,284
Accrued taxes payable		800			800
Accounts payable - related party		520,937			339,179
Promissory Note		1,521,575			1,510,479
Total Current Liabilities		2,058,032			1,868,742
TOTAL LIABILITIES	$	2,058,032		$	1,868,742
STOCKHOLDERS’ EQUITY
Common stock: $0.001 par value, 80,000,000 shares authorized, 22,950,000 Shares issued and outstanding		22,950			22,950
Additional paid-in capital		18,550			18,550
Retained earnings		(698,925	)		(421,323	)
Total Stockholders’ Equity		(657,425	)		(379,823	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,400,607		$	1,488,919

ITEM 1. FINANCIAL STATEMENTS.

~~The~~REGNUM ~~accompanying notes are an integral part of these financial statements~~CORP.

3CONDENSED ~~Table~~BALANCE ~~of Contents~~SHEETS

REGNUM CORP. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	June 30,			December 31,
	2022			2021
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	1,263,133		$	1,488,419
Accounts Receivable – Related Party		94,175			-
Prepaid Assets		500			500
Total Current Assets		1,357,808			1,488,919
TOTAL ASSETS	$	1,357,808		$	1,488,919

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable	$	1,725		$	2,000
Accrued Expenses		98,319			16,284
Accrued Taxes Payable		800			800
Accounts Payable - Related Party		575,788			339,179
Promissory Note		1,532,795			1,510,479
Total Current Liabilities		2,209,427			1,868,742
TOTAL LIABILITIES	$	2,209,427		$	1,868,742
STOCKHOLDERS’ EQUITY
Common stock: $0.001 par value, 80,000,000 shares authorized, 22,950,000 Shares issued and outstanding		22,950			22,950
Additional paid-in capital		18,550			18,550
Retained earnings		(893,119	)		(421,323	)
Total Stockholders’ Equity		(851,619	)		(379,823	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,357,808		$	1,488,919

	For the Three Months Ended
	March 31,
	2022			2021
REVENUES	$	-		$	-
COST OF SALES		-			-
GROSS PROFIT		-			-
OPERATING EXPENSES
Legal and professional fees		95,097			2,860
General and administrative		182,505			480
Total Operating Expenses		277,602			3,340
INCOME (LOSS) FROM OPERATIONS		(277,602	)		(3,340	)
OTHER INCOME		-			-
INCOME (LOSS) BEFORE TAXES		(277,602	)		(3,340	)
INCOME TAX EXPENSE		-			-
NET INCOME (LOSS)	$	(277,602	)	$	(3,340	)
BASIC AND DILUTED INCOME PER COMMON SHARE	$	(0.01	)	$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		22,950,000			23,950,000

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

~~The~~3 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these financial statements.~~Contents

4REGNUM ~~Table of Contents~~CORP

REGNUM CORP.
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
							Retained
					Additional		Earnings			Total
	Common Stock				Paid-In		(Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit)			Equity
Balance, December 31, 2021		22,950,000		22,950		18,550		(421,323	)		(379,823	)
Net loss for the quarter ended March 31 2022		-		-		-		(277,602	)		(277,602	)
Balance, March 31, 2022		22,950,000	$	22,950	$	18,550	$	(698,925	)	$	(657,425	)
Balance, December 31, 2020		23,950,000		23,950		77,150		(151,493	)		(50,393	)
Net loss for the quarter ended March 31, 2021		-		-		-		(3,340	)		(3,340	)
Balance March 31, 2021		23,950,000	$	23,950	$	77,150	$	(154,833	)	$	(53,733	)

CONDENSED STATEMENTS OF OPERATIONS

~~The accompanying notes are an integral part of these financial statements.~~(UNAUDITED)

5 Table of Contents

	For the Three Months Ended						For the Six Months Ended
	June 30 ,						June 30 ,
	2022			2021			2022			2021

REVENUES	$	-		$	-		$	-		$	-

COST OF SALES		-						-			-

GROSS PROFIT		-						-			-

OPERATING EXPENSES
Legal and professional fees		69,013			11,524			164,110			14,384
General and administrative		113,962			985			285,371			1,465

Total Operating Expenses		182,975			12,509			449,481			15,849

INCOME (LOSS) FROM OPERATIONS		(182,975	)		(12,509	)		(449,481	)		(15,849	)

OTHER INCOME		(11,219	)		109,024			(22,315	)		109,024

INCOME (LOSS) BEFORE TAXES		(194,194	)		96,515			(471,796	)		93,175

INCOME TAX EXPENSE		-			-			-			-

NET INCOME (LOSS)	$	(194,194	)	$	96,515		$	(471,796	)	$	93,175

BASIC AND DILUTED INCOME
PER COMMON SHARE	$	(0.01	)	$	-		$	(0.02	)	$	-

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING		22,950,000			23,950,000			22,950,000			22,983,150

REGNUM CORP.
CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED)
	For the Three Months Ended
	March 31,
	2022			2021
OPERATING ACTIVITIES
Net income (loss)	$	(277,602	)	$	(3,340	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Intercompany interest expense		11,096			-
Accounts payable		(2,000	)		1,947
Accrued Expenses		(1,564	)		-
Accounts payable - related party		181,758			1,393
Net Cash Provided By (Used In) Operating Activities		(88,312	)		-
INVESTING ACTIVITIES
Net Cash Provided By (Used In) Investing Activities		-			-
FINANCING ACTIVITIES
Net Cash Provided by (Used In) Financing Activities		-			-
NET INCREASE (DECREASE) IN CASH		(88,312	)		-
CASH AT BEGINNING OF PERIOD		1,488,419			-
CASH AT END OF PERIOD	$	1,400,107		$	-
The accompanying notes are an integral part of these financial statements.

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

64 Table of Contents

REGNUM CORP.

REGNUM CORP.
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

										Retained
							Additional			Earnings			Total
	Common Stock						Paid-In			(Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit)			Equity

Balance, December 31, 2021		22,950,000			22,950			18,550			(421,323	)		(379,823	)
Net loss for the quarter ended March 31 2022		-			-			-			(277,602	)		(277,602	)
Balance, March 31, 2022		22,950,000		$	22,950		$	18,550		$	(698,925	)	$	(657,425	)
Net loss for the quarter ended June 30 2022		-			-			-			(194,194	)		(194,194	)
Balance, June 30, 2022		22,950,000		$	22,950		$	18,550		$	(893,119	)	$	(851,619	)

Balance, December 31, 2020		23,950,000			23,950			77,150			(151,493	)		(50,393	)
Net loss for the quarter ended March 31 2021		-			-			-			(3,340	)		(3,340	)
Balance, March 31, 2021		23,950,000		$	23,950		$	77,150		$	(154,833	)	$	(53,733	)
Cancellation of Common Shares Issued for Services Rendered		(1,000,000	)		(1,000	)		(58,600	)		-			(59,600	)
Net income for the quarter ended June 30 2021		-			-			-			96,515			96,515
Balance, June 30, 2021		22,950,000		$	22,950		$	18,550		$	(58,318	)	$	(16,818	)

~~NOTES~~The TOaccompanying ~~CONDENSED~~notes ~~FINANCIAL~~are ~~STATEMENTS~~an integral part of these financial statements.

~~MARCH~~5 ~~31,~~Table ~~2022~~of Contents

~~(Unaudited)~~REGNUM CORP.

~~NOTE~~CONDENSED 1.STATEMENTS ~~ORGANIZATION AND DESCRIPTION~~ OF ~~BUSINESS~~CASH FLOWS

~~Nature of Business~~ (UNAUDITED)

Since April 2021, the Company’s business model is focused on developing and commercializing pharmaceutical therapeutics that treat rare and infectious diseases, specifically in populations that are neglected or face adherence challenges due to inconvenient dosing or delivery system, tolerability, or cost and accessibility of available therapeutic options. Under certain license and commercial agreements with CytoDyn, Inc. (“CytoDyn”) which were assigned to the Company in January 2022 (see Note 4 below), the Company’s primary asset is the commercial rights to leronlimab (also known as “PRO 140”) in all human immunodeficiency virus (“HIV”) indications within the United States. Leronlimab is the subject of a current Biologics License Application (“BLA”) that has been submitted in part to the U.S. Food and Drug Administration (“FDA”) with an indication to treat Multi-Drug Resistant HIV infection, with the potential for multiple additional therapeutic indications in HIV. As of the date of this report, the FDA’s review of the BLA is ongoing. Since the FDA approval process is ongoing and its outcome is uncertain, we are also seeking to acquire or in-license other pharmaceutical products or product candidates, although no products have been identified to date.

	For the Six Months Ended
	June 30,
	2022			2021

OPERATING ACTIVITIES
Net (loss) income	$	(471,796	)	$	93,175
Adjustments to reconcile net loss to net cash provided by operating activities:
Common stock cancelled for services rendered		-			(59,600	)
Intercompany interest expense		22,316
Accounts Receivable		-			4,500
Accounts Receivable – Related Party		(94,175	)		-
Prepaids		-			(4,000	)
Accounts Payable		(275	)		7,495
Accrued Expenses		82,034			-
Accounts Payable - Related Party		236,610			(41,570	)
Net Cash Used In Operating Activities		(225,286	)		-
INVESTING ACTIVITIES
Net Cash provided by (used in) Investing Activities		-			-
FINANCING ACTIVITIES
Net Cash provided by (used In) Financing Activities		-			-
NET (DECREASE) INCREASE IN CASH		(225,286	)		-
CASH AT BEGINNING OF PERIOD		1,488,419			-
CASH AT END OF PERIOD	$	1,263,133		$	-

The ~~Company~~accompanying ~~has~~notes submitted a Company Related Action Notification in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 6490 on October 20, 2021, in connection with a proposed change of the Company’s name to “Rovida Therapeutics, Inc.,” the redomicile of the Company from Nevada to Delaware and a change in the Company’s ticker symbol (the “Corporate Actions”). The Corporate Actions have been approved by the board of directors of the Company and by Phoenixus as the holder of majority of the outstanding shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”). The Corporate Actions are ~~presently under review by~~ an ~~appeal~~integral ~~panel~~part of ~~FINRA,~~these ~~and~~financial ~~no assurances can be given that FINRA’s approval of the Corporate Actions will be granted~~statements. ~~The Corporate Actions have been delayed due to questions by FINRA regarding Phoenixus’s former association with Martin Shkreli as disclosed in the Company’s 2021 Form 10-K.~~

~~Risks~~6 ~~and~~Table ~~Uncertainties~~of Contents

~~The~~REGNUM Company is subject to certain risks common to other companies in the biotechnology industry including, but not limited to, the need to raise additional capital, FDA review and approval of the Company’s products, market acceptance of the Company’s products, competition, healthcare reform, and compliance with government regulationsCORP. ~~There is uncertainty as to whether the COVID-19 pandemic could disrupt the Company’s operations or impact government oversight or the regulatory review process.~~

7NOTES ~~Table~~TO ofCONDENSED ~~Contents~~FINANCIAL STATEMENTS

~~NOTE~~JUNE 2.30, ~~SUMMARY~~2022 OFand ~~SIGNIFICANT~~DECEMBER ~~ACCOUNTING~~31, ~~POLICIES~~2021

(Unaudited ~~Interim Financial Statements~~ )

~~The~~NOTE ~~accompanying unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U~~1.S. ~~GAAP”)~~ORGANIZATION ~~for~~AND ~~interim~~DESCRIPTION ~~financial~~OF ~~information~~BUSINESS and in accordance with the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021, contained in the Company’s annual report, as filed with the SEC on Form 10-K on April 15, 2022 (the “Form 10-K”). The December 31, 2021 balance sheet was derived from the audited financial statements of our 2021 Form 10-K. In the opinion of management all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented, have been reflected herein.

~~Certain~~Nature information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2021 financial statements included in our 2021 Form 10-K. The interim results of ~~operations~~Business ~~for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2022 or for any future periods.~~

~~Use~~Regnum Corp. (the “Company” or “Regnum,” “we,” “us,” “our” and similar terminology) was incorporated on March 31, 2016, under the laws of ~~Estimates~~the State of Nevada. The Company was originally formed for the primary business purpose of servicing the demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with focus on achieving profitability and sustaining business growth. Following the April 7, 2021 acquisition of a super majority interest in the Company (as described in Note 7 below) by Phoenixus AG, a Swiss company (“Phoenixus”), the Company’s prior business model was abandoned.

~~The~~Since ~~preparation~~April of2021, ~~financial~~the ~~statements~~Company’s inbusiness ~~conformity~~model ~~with~~is ~~U.S.~~focused ~~GAAP~~on ~~requires~~developing ~~management~~and tocommercializing ~~make~~pharmaceutical ~~estimates~~therapeutics that treat rare and ~~assumptions~~infectious diseases, specifically in populations that ~~affect~~are ~~the~~neglected ~~reported~~or ~~amounts~~face ofadherence ~~assets~~challenges ~~and~~due ~~liabilities~~to inconvenient dosing or delivery system, tolerability, or cost and accessibility of available therapeutic options. Under certain ~~revenues~~license and ~~expenses~~commercial agreements with CytoDyn, ~~and~~Inc. ~~disclosure~~(“CytoDyn”) which were assigned to the Company in January 2022 (see Note 4 below), the Company’s primary asset is the commercial rights to leronlimab (also known as “PRO 140”) in all human immunodeficiency virus (“HIV”) indications within the United States. Leronlimab is the subject of ~~contingent~~a ~~assets~~current Biologics License Application (“BLA”) that has been submitted in part to the U.S. Food and ~~liabilities~~Drug atAdministration (“FDA”) with an indication to treat Multi-Drug Resistant HIV infection, with the ~~date~~potential for multiple additional therapeutic indications in HIV. As of the ~~condensed~~date ~~financial~~of ~~statements~~this ~~and~~report, the ~~reported~~FDA’s ~~amounts~~review of ~~revenue~~the ~~and~~BLA ~~expenses~~is ~~during~~ongoing. Since the ~~reporting~~FDA ~~period.~~approval ~~Actual~~process ~~results~~is ~~could~~ongoing ~~differ~~and ~~from~~its ~~those~~outcome ~~estimates~~is uncertain, we are also seeking to acquire or in-license other pharmaceutical products or product candidates, although no products have been identified to date.

~~Basic~~On ~~Income/~~October 21, 2021, the Company submitted a Company Related Action Notification in accordance with Financial Industry Regulatory Authority (~~Loss~~“FINRA”) Rule 6490 in connection with a proposed change of the Company’s name to “Rovida Therapeutics, Inc.,” the redomicile of the Company from Nevada to Delaware and a change in the Company’s ticker symbol (the “Corporate Actions”). The Corporate Actions have been approved by the board of directors of the Company and by Phoenixus as the holder of majority of the outstanding shares of common stock, $0.001 par value per ~~Share~~share, of the Company (the “Common Stock”). The Company’s application for FINRA approval of the Corporate Actions was denied by FINRA’s Department of Market Operations due to Phoenixus’s former association with Martin Shkreli as disclosed in the Company’s 2021 Form 10-K. The Company appealed FINRA’s determination to a subcommittee of FINRA’s Uniform Practice Code Committee, and on July 28, 2022, the Company’s appeal was denied by such subcommittee. As a result, the Corporate Actions will not be implemented, and given the appeal decision, the Company anticipates that it will take no further action on the Corporate Actions at this time.

8Risks ~~Table~~and ~~of Contents~~Uncertainties

~~Accounting~~The ~~Basis~~Company is subject to certain risks common to other companies in the biotechnology industry including, but not limited to, the need to raise additional capital, FDA review and approval of the Company’s or its commercial partner’s products, market acceptance of the Company’s products, competition, healthcare reform, and compliance with government regulations. There is uncertainty as to whether the COVID-19 pandemic could disrupt the Company’s operations or impact government oversight or the regulatory review process.

~~The~~7 ~~financial~~Table ~~statements~~of ~~are prepared in accordance with U.S. GAAP. The Company has adopted a December 31 fiscal year-end.~~Contents

~~Cash~~NOTE ~~and~~2. ~~Cash~~SUMMARY ~~Equivalents~~OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Unaudited ~~Company~~Interim ~~considers~~Financial cash and cash equivalents to include cash in banks and financial instruments which mature within six months of the date of purchase. The carrying amount of cash and cash equivalents approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Statements

~~Revenue~~The ~~Recognition~~accompanying unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021, contained in the Company’s annual report, as filed with the SEC on Form 10-K on April 15, 2022 (the “Form 10-K”). The December 31, 2021 balance sheet was derived from the audited financial statements of our 2021 Form 10-K. In the opinion of management all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented, have been reflected herein.

IfCertain information and ~~when~~footnote ~~revenue~~disclosures ~~generation~~normally ~~begins,~~included ~~the~~in ~~Company~~financial ~~will~~statements ~~perform~~prepared ~~the following five steps~~ in accordance with ~~FASB~~U.S. ~~ASC~~GAAP ~~606,~~have ~~Revenue~~been ~~from~~condensed ~~Contracts~~or ~~with~~omitted. ~~Customers:~~It ~~(i)~~is ~~identify~~suggested ~~the~~that ~~contract~~these ~~with~~condensed afinancial ~~customer,~~statements ~~(ii)~~be ~~identify~~read ~~the performance obligations~~ in ~~the~~conjunction ~~contract,~~with ~~(iii) determine~~ the ~~transaction~~financial ~~price,~~statements ~~(iv)~~and ~~allocate~~notes ~~the~~thereto ~~transaction~~included ~~price to the performance obligations~~ in the ~~contract~~Company’s ~~and~~December ~~(v)~~31, ~~recognize~~2021 ~~revenue~~financial ~~when~~statements ~~(or~~included ~~as)~~in ~~the~~our ~~entity~~2021 ~~satisfies~~Form ~~the performance obligation~~10-K. ~~Other~~The ~~factors~~interim ~~that~~results ~~may~~of ~~affect~~operations ~~revenue~~for ~~recognition~~the ~~such~~six asmonths ~~potential~~ended ~~rebates,~~June ~~chargebacks~~30, ~~discounts,~~2022 ~~distribution~~are ~~fees,~~not ~~allowances~~necessarily ~~for~~indicative ~~patient~~of ~~assistance programs, etc. will be addressed when~~ the ~~company~~operating ~~begins~~results to ~~enter revenue generating agreements and appropriate U.S. GAAP concepts regarding them will~~ be ~~implemented~~expected ~~and~~for ~~this~~the ~~policy~~year ~~will~~ending beDecember ~~expanded~~31, to2022 ~~describe~~or ~~additional~~for ~~considerations~~any ~~related~~future ~~to them~~periods.

~~Impairment~~Use of ~~Long-Lived Assets~~Estimates

The ~~Company~~preparation ~~reviews~~of ~~and~~financial ~~evaluates~~statements ~~long-lived~~in ~~assets~~conformity ~~for~~with ~~impairment~~U.S. ~~when~~GAAP ~~events~~requires ormanagement ~~changes~~to inmake ~~circumstances~~estimates ~~indicate~~and assumptions that affect the ~~related~~reported ~~carrying~~ amounts ~~may~~of ~~not be recoverable. The~~ assets ~~are~~and ~~subject~~liabilities, tocertain ~~impairment~~revenues ~~consideration~~and ~~under~~expenses, ~~ASC~~and ~~360-10-35-17~~disclosure ifof ~~events~~contingent orassets ~~circumstances~~and ~~indicate~~liabilities ~~that~~at ~~their~~the ~~carrying~~date ~~amounts~~of ~~might not be recoverable. When~~ the ~~Company~~condensed ~~determines~~financial ~~that~~statements anand ~~impairment analysis should be done,~~ the ~~analysis~~reported ~~will~~amounts ~~be performed using rules~~ of ~~ASC~~revenue ~~930-360-35,~~and ~~Asset~~expenses ~~Impairment,~~during ~~and~~the ~~360-10-15-3~~reporting ~~through~~period. ~~15-5,~~Actual ~~Impairment~~results orcould ~~Disposal~~differ offrom ~~Long-Lived~~those ~~Assets~~estimates.

~~Fair~~Basic ~~Value~~Income/(Loss) per Share of ~~Financial~~Common ~~Instruments~~Stock

~~The~~Basic ~~Company~~income ~~applies~~per ~~fair~~share ~~value~~of ~~accounting~~Common ~~for~~Stock ~~all~~is ~~financial~~calculated ~~assets~~by ~~and~~dividing ~~liabilities~~the ~~and~~Company’s ~~non-financial~~net ~~assets~~income/(loss) ~~and~~applicable ~~liabilities~~to ~~that~~shareholders ~~are~~of ~~recognized~~Common orStock ~~disclosed~~by ~~at fair value in~~ the ~~financial~~weighted ~~statements~~average onnumber aof ~~recurring~~shares ~~basis.~~of ~~The~~Common ~~Company~~Stock ~~defines~~during ~~fair~~the ~~value~~period. asDiluted ~~the~~earnings ~~price~~per ~~that~~share ~~would~~is becalculated ~~received~~by ~~from~~dividing ~~selling~~the anCompany’s ~~asset~~net orincome ~~paid~~available to ~~transfer~~shareholders aof ~~liability~~Common inStock anby ~~orderly transaction between market participants at~~ the ~~measurement~~diluted ~~date.~~weighted ~~When~~average ~~determining~~number ~~the~~of ~~fair~~shares ~~value~~of ~~measurements~~Common ~~for~~Stock ~~assets~~outstanding ~~and~~during ~~liabilities~~the ~~that~~year. ~~are~~The ~~required~~diluted toweighted beaverage ~~recorded~~number atof ~~fair~~shares ~~value,~~outstanding ~~the~~is ~~Company considers~~ the ~~principal~~basic orweighted ~~most~~number ~~advantageous~~of ~~market~~shares inadjusted ~~which~~for ~~the~~any ~~Company~~potentially ~~would~~dilutive ~~transact~~debt ~~and~~or ~~the~~equity. ~~market-based~~There ~~risk~~are ~~measurements~~80,000,000 orshares ~~assumptions~~of ~~that~~Common ~~market~~Stock ~~participants~~authorized, ~~would~~and ~~use~~there inwere ~~pricing~~22,950,000 ~~the~~shares ~~asset~~of orCommon ~~liability,~~Stock ~~such~~outstanding as ~~risks~~of ~~inherent~~June ~~in valuation techniques~~30, ~~transfer~~2022 ~~restrictions~~ and ~~credit~~December ~~risk. Fair value is estimated by applying the following hierarchy~~31, ~~which~~2021. ~~prioritizes~~The ~~the~~Company ~~inputs~~had ~~used~~no topotential ~~measure~~dilutive ~~fair~~issuances ~~value~~of ~~into~~shares ~~three~~of ~~levels~~Common ~~and~~Stock ~~bases~~during the ~~categorization~~quarter ~~within~~ended ~~the~~as ~~hierarchy upon the lowest level~~ of ~~input~~June ~~that~~30, is2022. ~~available and significant to the fair value measurement:~~

~~Level~~8 1Table –of ~~Quoted prices in active markets for identical assets or liabilities.~~Contents

~~Level~~Accounting 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.Basis

~~Level~~The 3financial –statements ~~Inputs that~~ are ~~generally~~prepared ~~unobservable~~in ~~and~~accordance ~~typically~~with ~~reflect~~U.S. ~~management’s~~GAAP. ~~estimate~~The ofCompany ~~assumptions~~has ~~that~~adopted ~~market~~a ~~participants~~December ~~would~~31 ~~use~~fiscal ~~in pricing the asset or liability~~year-end.

9Cash ~~Table~~and ofCash ~~Contents~~Equivalents

InThe ~~accordance~~Company ~~with~~considers ~~the~~cash ~~fair~~and ~~value~~cash ~~accounting~~equivalents ~~requirements, companies may choose~~ to ~~measure~~include ~~eligible~~cash ~~financial~~in ~~instruments~~banks and ~~certain other items at fair value. The Company has not elected the fair value option for any eligible~~ financial instruments. ~~There~~which ~~have~~mature ~~been~~within nosix ~~transfers~~months ~~between~~of ~~fair value levels during~~ the ~~years~~date ~~ended~~of ~~December 31, 2021 and 2020~~purchase. ~~Financial~~The ~~instruments~~carrying ~~are~~amount ~~measured at amortized cost or at fair value. Financial instruments measured at amortized cost consist~~ of ~~accounts~~cash ~~payable, accrued liabilities~~ and ~~income~~cash ~~taxes~~equivalents ~~payable wherein the carrying value~~ approximates fair value due either to ~~its~~length ~~short-term~~of ~~nature.~~maturity ~~Other~~or ~~financial instruments measured at amortized cost include notes payables wherein the carrying value at the effective~~ interest ~~rate~~rates ~~approximates~~that ~~fair value as the interest rate~~ approximate aprevailing market ~~rate~~rates ~~for~~unless ~~similar~~otherwise ~~instruments~~disclosed ~~offered~~in tothese ~~the~~financial ~~Company~~statements.

~~Income~~Revenue ~~Taxes~~Recognition

~~The~~As ~~Company provides for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition~~ of ~~deferred tax assets and liabilities for both~~ the ~~expected~~date ~~impact~~ of ~~differences~~this ~~between~~report, the ~~financial~~Company statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is ~~more~~has ~~likely~~no ~~than~~revenue ~~not~~generating ~~that all or a portion of deferred tax assets will not be recognized~~operations.

~~ASC~~If ~~740~~and ~~also~~when ~~classifies~~revenue generation begins, the ~~accounting~~Company ~~for~~will ~~uncertainty~~perform inthe ~~income~~following ~~taxes~~five ~~recognized~~steps in anaccordance ~~enterprise’s~~with ~~financial~~FASB ~~statements~~ASC ~~and~~606, ~~prescribes~~Revenue afrom ~~recognition~~Contracts ~~threshold~~with ~~and~~Customers: ~~measurement~~(i) ~~process~~identify ~~for~~the ~~financial~~contract ~~statement~~with ~~recognition~~a ~~and~~customer, ~~measurement~~(ii) ofidentify athe ~~tax~~performance ~~position~~obligations ~~taken~~in orthe ~~expected~~contract, to(iii) bedetermine ~~taken~~the intransaction aprice, ~~tax~~(iv) ~~return.~~allocate ~~For~~the ~~those~~transaction ~~benefits~~price to bethe ~~recognized,~~performance aobligations ~~tax~~in ~~position~~the ~~must~~contract beand ~~more~~(v) ~~likely~~recognize ~~than~~revenue ~~not~~when to(or beas) ~~sustained~~the ~~upon~~entity ~~examination~~satisfies bythe ~~taxing~~performance ~~authorities~~obligation. ~~The~~Other ~~Company~~factors ~~recognizes~~that ~~accrued~~may ~~interest~~affect ~~and~~revenue ~~penalties~~recognition ~~related~~such toas ~~unrecognized~~potential ~~tax~~rebates, ~~benefits~~chargebacks, asdiscounts, ~~income~~distribution ~~tax~~fees, ~~expenses.~~allowances ~~The~~for ~~Company~~patient isassistance ~~currently~~programs, ~~not~~etc. ~~aware~~will ofbe ~~any~~addressed ~~issues~~when ~~under~~the ~~review~~company ~~that~~begins ~~could~~to ~~result~~enter inrevenue ~~significant~~generating ~~payments,~~agreements ~~accruals~~and orappropriate ~~material~~U.S. ~~deviation~~GAAP ~~from~~concepts ~~its~~regarding ~~position.~~them ~~Through~~will ~~March~~be ~~31,~~implemented ~~2022,~~and ~~there~~this ~~has~~policy ~~been~~will nobe ~~interest~~expanded ~~expense~~to ordescribe ~~penalties~~additional considerations related to ~~unrecognized tax benefits~~them.

~~Recent~~Impairment ~~Accounting~~of ~~Pronouncements~~Long-Lived Assets

InThe ~~August~~Company ~~2018,~~reviews ~~the~~and ~~FASB~~evaluates ~~issued ASU 2018~~long-~~13,~~lived ~~Fair~~assets ~~Value~~for ~~Measurement~~impairment ~~(Topic~~when ~~820)~~events ~~Disclosure~~or ~~Framework—Changes~~changes toin ~~the~~circumstances ~~Disclosure~~indicate ~~Requirements~~that ~~for~~the ~~Fair~~related ~~Value~~carrying ~~Measurement,~~amounts ~~which~~may ~~modifies~~not ~~the~~be ~~disclosure~~recoverable. ~~requirements~~The onassets ~~fair~~are ~~value~~subject ~~measurements.~~to ~~The~~impairment ~~updated~~consideration ~~guidance~~under isASC ~~effective~~360-10-35-17 ~~for~~if ~~fiscal~~events ~~years,~~or ~~and~~circumstances ~~interim~~indicate ~~periods~~that ~~within~~their ~~those~~carrying ~~fiscal~~amounts ~~years,~~might ~~beginning~~not ~~after~~be ~~December~~recoverable. ~~15,~~When ~~2019.~~the ~~Early~~Company ~~adoption~~determines isthat ~~permitted~~an ~~for~~impairment ~~any~~analysis ~~removed~~should orbe ~~modified~~done, ~~disclosures.~~the ~~The~~analysis ~~adoption~~will ofbe ~~this~~performed ~~ASU~~using ~~during~~rules ~~the~~of ~~year~~ASC ~~ended~~930-360-35, ~~December~~Asset 31Impairment, ~~2020~~and ~~had~~360-10-15-3 nothrough ~~material~~15-5, ~~impact~~Impairment onor ~~these~~Disposal ~~financial~~of ~~statements.~~Long-Lived Assets.

InFair ~~December~~Value 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of ~~deferred~~Financial tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the adoption date and impact, if any, adoption will have on its balance sheets and results of operations.Instruments

InThe ~~May~~Company ~~2014,~~applies ~~the~~fair ~~FASB~~value ~~issued~~accounting ~~ASU~~for ~~2014~~all financial assets and liabilities and non-09financial ~~“Revenue~~assets ~~from~~and ~~Contracts~~liabilities ~~with~~that ~~Customers~~are ~~(Topic~~recognized ~~606)”~~or ~~which~~disclosed ~~supersedes~~at fair value in the ~~most~~financial ~~current~~statements ~~revenue~~on ~~recognition~~a ~~requirements~~recurring basis. ~~This~~The ~~ASU~~Company ~~requires~~defines ~~entities~~fair tovalue ~~recognize~~as ~~revenue~~the inprice athat ~~way~~would ~~that~~be ~~depicts~~received ~~the~~from ~~transfer~~selling ofan ~~goods~~asset or ~~services~~paid to ~~customers~~transfer a liability in an ~~amount~~orderly ~~that~~transaction ~~reflects~~between market participants at the ~~consideration~~measurement ~~which~~date. When determining the ~~entity~~fair ~~expects~~value measurements for assets and liabilities that are required to be ~~entitled~~recorded toat infair ~~exchange~~value, ~~for~~the ~~those~~Company ~~goods~~considers the principal or ~~services.~~most ~~The~~advantageous ~~Company~~market ~~adopted~~in which the ~~pronouncement~~Company ~~under~~would transact and the ~~modified~~market-based ~~retrospective~~risk ~~method~~measurements ofor ~~transition~~assumptions that market participants would use in pricing the ~~first~~asset ~~quarter~~or ofliability, ~~2018~~such as risks inherent in valuation techniques, transfer restrictions and credit risk. ~~The~~Fair ~~adoption~~value ofis estimated by applying the ~~new~~following ~~standard~~hierarchy, ~~did~~which ~~not~~prioritizes ~~have~~the ainputs ~~material~~used ~~effect~~to onmeasure fair value into three levels and bases the ~~overall~~categorization ~~timing~~within orthe ~~amount~~hierarchy upon the lowest level of ~~revenue~~input ~~recognized.~~that is available and significant to the fair value measurement:

~~Management~~Level ~~has~~1 ~~considered~~– ~~all~~Quoted ~~recent~~prices ~~accounting~~in ~~pronouncements~~active ~~issued~~markets ~~since~~for ~~the~~identical ~~last~~assets ~~audit~~or ~~of the Company’s financial statements~~liabilities. ~~The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.~~

10Level ~~Table~~2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of ~~Contents~~the assets or liabilities.

~~NOTE~~Level 3. ~~STOCKHOLDERS~~– Inputs that are generally unobservable and typically reflect management’s ~~EQUITY~~estimate of assumptions that market participants would use in pricing the asset or liability.

As9 ofTable ~~March 31, 2022, the Company had 80,000,000 authorized shares~~ of ~~Common Stock, of which 22,950,000 shares are issued and outstanding at such date.~~Contents

~~NOTE~~In 4accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. ~~RELATED~~The ~~PARTY~~Company ~~TRANSACTIONS~~has not elected the fair value option for any eligible financial instruments. There have been no transfers between fair value levels during the six months ended June 30, 2022 or the year ended December 31, 2021. Financial instruments are measured at amortized cost or at fair value. Financial instruments measured at amortized cost consist of accounts payable, accrued liabilities and income taxes payable wherein the carrying value approximates fair value due to its short-term nature. Other financial instruments measured at amortized cost include notes payables wherein the carrying value at the effective interest rate approximates fair value as the interest rate approximates a market rate for similar instruments offered to the Company.

~~Accounts~~Income ~~Payable~~Taxes

~~During~~The ~~the~~Company ~~year~~provides ~~ended~~for ~~December~~income ~~31,~~taxes ~~2021,~~under inASC ~~connection~~740, ~~with~~“Income ~~the~~Taxes” ~~sale~~(“ASC of740”). aASC ~~majority~~740 ~~stake~~requires in the ~~Company~~recognition byof ~~Wookey~~deferred ~~Search~~tax ~~Technologies~~assets ~~Corporation~~and ~~(“Wookey”)~~liabilities tofor ~~Phoenixus~~both inthe ~~April~~expected ofimpact ~~2021, and receipt by Wookey~~ of ~~the~~differences ~~proceeds~~between ~~from~~ the ~~sale,~~financial ~~Wookey~~statement ~~Project Corp.~~ and ~~Wookey~~tax ~~forgave~~basis ~~the~~of ~~outstanding~~assets ~~balances~~and ~~owed~~liabilities toand ~~them~~for by the ~~Company~~expected ~~and~~future ~~the~~tax ~~balance~~benefit ~~in Due~~ to ~~Related~~be ~~Party~~derived ~~was~~from ~~eliminated~~tax ~~with~~loss aand ~~corresponding~~tax ~~amount~~credit ~~recorded~~carry ~~in Other Income for the forgiveness of debt~~forwards. ~~Vyera~~ASC ~~Pharmaceuticals,~~740 ~~LLC~~additionally ~~(“Vyera”),~~requires ~~and~~a ~~SevenScore~~valuation ~~Pharmaceuticals,~~allowance ~~LLC~~to ~~(“SevenScore”),~~be ~~each~~established ofwhen ~~which~~it ~~are~~is ~~subsidiaries~~more ~~Phoenixus,~~likely ~~made~~than ~~payments~~not onthat ~~behalf~~all ofor ~~the~~a ~~Company~~portion ~~between April and October~~ of ~~2021,~~deferred ~~which~~tax ~~have~~assets ~~been~~will ~~recorded~~not asbe ~~accounts payable - related party~~recognized.

~~The~~ASC ~~accounts~~740 ~~payable-related~~also ~~party~~classifies ~~balance~~the ~~was~~accounting ~~$520,937~~for uncertainty in income taxes recognized in an enterprise’s financial statements and ~~$339~~prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized,~~179~~ a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expenses. The Company is currently not aware of ~~March~~any 31issues under review that could result in significant payments, ~~2022~~accruals ~~and~~or ~~December~~material 31deviation from its position. Through June 30, ~~2021~~2022, ~~respectively~~there has been no interest expense or penalties related to unrecognized tax benefits.

OnRecent ~~May~~Accounting 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SevenScore. On September 1, 2021, the Merger Agreement was terminated by mutual agreement of the Company and SevenScore. No fees or penalties were paid in connection with the termination of the Merger Agreement, and both parties provided releases of liability with respect to the termination of the Merger Agreement.Pronouncements

~~The~~In ~~Company~~August is2018, ~~party~~the toFASB ~~the~~issued ~~following~~ASU ~~service~~2018-13, ~~agreements~~Fair ~~with~~Value ~~Vyera~~Measurement (~~together,~~Topic ~~the~~820) ~~“Shared~~Disclosure ~~Services~~Framework—Changes ~~Agreements”):~~to ~~(i)~~the aDisclosure ~~Management~~Requirements ~~and~~for ~~Business~~Fair ~~Consulting~~Value ~~Agreement~~Measurement, ~~wherein~~which ~~Vyera~~modifies is the ~~service~~disclosure ~~provider;~~requirements ~~(ii)~~on afair ~~Shared~~value ~~Services~~measurements. ~~Agreement;~~The ~~and~~updated ~~(iii)~~guidance ais ~~Research~~effective for fiscal years, and ~~Development~~interim ~~Services~~periods ~~Agreement.~~within ~~Through~~those ~~these~~fiscal ~~agreements~~years, ~~Regnum~~beginning ~~can~~after ~~receive~~December ~~and~~15, ~~provide~~2019. ~~general~~Early ~~and~~adoption ~~administrative~~is ~~support,~~permitted ~~and~~for ~~Regnum~~any isremoved ~~able~~or tomodified ~~receive~~disclosures. ~~management~~The ~~level~~adoption ~~business~~of ~~strategy~~this ~~consulting~~ASU ~~and~~during ~~research~~the ~~and~~year ~~development~~ended ~~services.~~December ~~Services~~31, ~~are~~2020 ~~invoiced~~had tono ~~each~~material ~~party~~impact aton anthese ~~arm’s~~financial ~~length markup~~statements.

~~During~~In December 2019, the ~~quarter~~FASB ~~ended~~issued ~~March~~ASU 312019-12, ~~2022~~“Simplifying ~~and~~the Accounting for Income Taxes” which eliminates certain exceptions related to the ~~year~~approach ~~ended~~for ~~December~~intra-period ~~31,~~tax ~~2021~~allocation, athe ~~total~~methodology for calculating income taxes in an interim period and the recognition of ~~$155,957~~deferred tax liabilities for outside basis differences. It also clarifies and ~~$164~~simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15,~~874,~~ ~~respectively~~2020, ~~were incurred by~~and ~~the~~interim periods within those fiscal years. The Company tois ~~Vyera~~currently ~~under~~evaluating ~~these~~the ~~service~~adoption ~~agreements~~date and ~~recorded~~impact, inif ~~accounts~~any, ~~payable~~adoption –will ~~related~~have ~~party~~on its balance sheets and results of operations.

OnIn ~~October~~May 82014, ~~2021,~~ the ~~Company~~FASB ~~received~~issued aASU ~~loan~~2014-09 in“Revenue ~~the~~from ~~principal~~Contracts ~~amount~~with ofCustomers ~~$1,500,000~~(Topic ~~from~~606)” ~~its~~which ~~principal~~supersedes ~~shareholder,~~the ~~Phoenixus,~~most tocurrent ~~support~~revenue ~~clinical~~recognition ~~development~~requirements. ~~and~~This ~~general~~ASU ~~expenses.~~requires ~~The~~entities ~~loan~~to isrecognize ~~structured~~revenue asin a ~~convertible~~way ~~promissory~~that ~~note~~depicts ~~and~~the ~~bears~~transfer ~~interest~~of atgoods ~~the~~or ~~rate~~services ofto 3%customers ~~per~~in ~~annum,~~an ~~payable~~amount onthat ~~maturity~~reflects orthe ~~conversion.~~consideration ~~The~~which ~~note~~the ~~will~~entity ~~mature~~expects ~~365~~to ~~days~~be ~~following~~entitled ~~the~~to ~~date~~in ofexchange ~~issue,~~for ~~unless~~those ~~earlier~~goods ~~repurchased~~ or ~~converted~~services. ~~Phoenixus~~The ~~has~~Company anadopted ~~option~~the topronouncement ~~convert~~under the ~~principal~~modified ~~and~~retrospective ~~interest~~method ~~into~~of ~~shares~~transition ofin ~~Common~~the ~~Stock~~first atquarter $0of 2018.40 ~~per~~The ~~share,~~adoption ~~upon~~of ~~Regnum~~the ~~completing~~new anstandard ~~equity~~did ~~financing~~not ofhave ata ~~least~~material aneffect ~~additional~~on ~~$5,000,000~~the inoverall ~~the~~timing ~~aggregate~~or amount of revenue recognized.

AtManagement ~~March~~has ~~31,~~considered ~~2022~~all ~~and~~recent ~~December~~accounting ~~31,~~pronouncements ~~2021,~~issued since the ~~balance~~last audit of ~~this~~the ~~note,~~Company’s ~~including~~financial ~~accrued~~statements. ~~interest,~~The ~~was~~Company’s ~~$1,521,575~~management ~~and~~believes ~~$1,510,479,~~that ~~respectively~~these recent pronouncements will not have a material effect on the Company’s financial statements.

~~Other~~10 ~~Commitments~~Table of Contents

OnNOTE ~~January~~ 3, 2022, Regnum, CytoDyn, and SevenScore entered into an Assignment and Assumption Agreement (“Assignment”) of the Commercialization and License Agreement (the “License Agreement”) and a Supply Agreement (the “Supply Agreement”) executed between Vyera and CytoDyn on December 17, 2019. ~~Through~~STOCKHOLDERS’ the Assignment, Regnum has the exclusive right to commercialize pharmaceutical preparations containing leronlimab (PRO 140) (the “Product”) for treatment of HIV in humans in the United States. In exchange for these agreements, SevenScore is entitled to receive 4,094,023 shares of Common Stock.EQUITY

11As ~~Table~~of June 30, 2022, the Company had 80,000,000 authorized shares of ~~Contents~~Common Stock, of which 22,950,000 shares are issued and outstanding at such date.

NOTE 54. ~~INCOME~~RELATED ~~TAXES~~PARTY TRANSACTIONS

~~Income~~Accounts ~~tax expense consists of the following:~~Payable

	March 31,
	2022		2021
Federal	$	-	$	-
State		-		-
Total	$	-	$	-

During the year ended December 31, 2021, in connection with the sale of a majority stake in the Company by Wookey Search Technologies Corporation (“Wookey”) to Phoenixus in April of 2021, and receipt by Wookey of the proceeds from the sale, Wookey Project Corp. and Wookey forgave the outstanding balances owed to them by the Company and the balance in Due to Related Party was eliminated with a corresponding amount recorded in Other Income for the forgiveness of debt. Vyera Pharmaceuticals, LLC (“Vyera”), and SevenScore Pharmaceuticals, LLC (“SevenScore”), each of which are subsidiaries Phoenixus, made payments on behalf of the Company between April and October of 2021, which have been recorded as accounts payable - related party.

~~Income~~On ~~tax~~May ~~expense~~13, ~~differed~~2021, ~~from~~the Company entered into an Agreement and Plan of Merger (the ~~amounts~~“Merger ~~computed~~Agreement”) with SevenScore. On September 1, 2021, the Merger Agreement was terminated by ~~applying~~mutual agreement of the UCompany and SevenScore.S. ~~federal~~No ~~statutory~~fees ~~tax~~or ~~rate~~penalties ~~applicable~~were topaid in connection with the ~~Company’s~~termination ~~level~~of the Merger Agreement, and both parties provided releases of ~~pretax~~liability ~~income~~with asrespect ato ~~result~~the termination of the ~~following:~~Merger Agreement.

	March 31,
	2022		2021
Federal tax at statutory rate	$	-	$	-
State taxes, net of federal benefit		-		-
Net operating loss carryforward		-		-
Total	$	-	$	-

The Company is party to the following service agreements with Vyera (together, the “Shared Services Agreements”): (i) a Management and Business Consulting Agreement, wherein Vyera is the service provider; (ii) a Shared Services Agreement; and (iii) a Research and Development Services Agreement. Through these agreements, Regnum can receive and provide general and administrative support, and Regnum is able to receive management level business strategy consulting and research and development services. Services are invoiced to each party at an arm’s length markup.

~~NOTE~~During 6.the ~~CONCENTRATION~~quarter ended June 30, 2022 and the year ended December 31, 2021, a total of $41,785 and $164,874, respectively, were incurred by the Company to Vyera under these service agreements and recorded in accounts payable – related party.

The ~~Company~~accounts ~~currently~~payable-related ~~relies~~party onbalance ~~CytoDyn,~~was ~~our supply partner~~$575,788 ~~for~~and ~~development~~$339,179 ~~manufacture,~~as ~~and supply~~ of ~~all~~June ~~commercial~~30, ~~grade~~2022 ~~quantities~~and ofDecember ~~the~~31, ~~Product~~2021, respectively.

~~NOTE~~Commencing 7in April of 2022, the company began making payments directly to its Chief Executive Officer, whereas such payments had previously been made by Vyera. ~~CHANGE~~Under INthe ~~CONTROL~~Shared OFServices ~~THE~~Agreements, ~~COMPANY~~the Company billed Vyera for services provided during the second quarter, resulting in a Receivable from Related party of $94,175 at June 30, 2022.

OnThe ~~April~~accounts 7,receivable-related ~~2021,~~party ~~Wookey,~~balance ~~the~~was ~~previous majority shareholder of the Company~~$94,175 ~~entered~~as ~~into a stock purchase agreement for the sale~~ of ~~20,000,000~~June ~~shares of Common Stock to Phoenixus~~30, ~~an accredited investor~~2022. ~~Phoenixus~~There ~~also~~was ~~acquired~~no anbalance ~~additional~~for ~~2,680,000~~Receivable ~~shares of Common Stock~~ from ~~three~~Related ~~minority~~Party ~~shareholders.~~at InDecember ~~connection with the sale of such shares~~31, ~~an aggregate of 1,000,000 shares of Common Stock held by Gary Allen (a former director of the Company) were returned to the Company for cancellation~~2021.

AsOn October 8, 2021, the Company received a ~~result~~loan ofin the ~~acquisition~~principal amount of 22$1,~~680~~500,000 ~~shares~~from ofits ~~Common~~principal ~~Stock~~shareholder, Phoenixus, to support clinical development and general expenses. The loan is structured as a convertible promissory note and bears interest at the ~~cancellation~~rate of 13% per annum,~~000,000~~ ~~shares~~payable on maturity or conversion. The note will mature 365 days following the date of issue, unless earlier repurchased or converted. Phoenixus ~~holds~~has ~~approximately~~an ~~99%~~option ofto convert the ~~issued~~principal and ~~outstanding~~interest into shares of Common Stock, ~~and~~at as$0.40 ~~such~~per itshare, isupon ~~able~~Regnum tocompleting ~~unilaterally~~an ~~control~~equity ~~the~~financing ~~election~~ of ~~the~~at ~~Company's~~least ~~board~~an ofadditional ~~directors~~$5,000,000 ~~all~~in ~~matters~~the ~~upon~~aggregate. At ~~which~~June ~~shareholder~~30, ~~approval~~2022 isand ~~required~~December ~~and~~31, ~~ultimately~~2021, the ~~direction~~balance of ~~the~~ ~~Company~~this note, including accrued interest, was $1,532,795 and $1,510,479, respectively.

~~NOTE~~Other ~~8. COMMITMENTS AND CONTINGENCIES~~Commitments

~~Contingencies~~On January 3, 2022, Regnum, CytoDyn, and SevenScore entered into an Assignment and Assumption Agreement (“Assignment”) of the Commercialization and License Agreement (the “License Agreement”) and a Supply Agreement (the “Supply Agreement”) executed between Vyera and CytoDyn on December 17, 2019. Through the Assignment, Regnum has the exclusive right to commercialize pharmaceutical preparations containing leronlimab (PRO 140) (the “Product”) for treatment of HIV in humans in the United States. In exchange for these agreements, SevenScore is entitled to receive 4,094,023 shares of Common Stock.

~~The~~11 ~~Company’s~~Table ~~operations are subject to a variety~~ of local, state, and federal regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations.Contents

~~Litigation~~NOTE ~~and~~5. ~~Claims~~INCOME TAXES

~~From~~Income ~~time~~tax toexpense ~~time,~~consists ~~the Company may be involved in litigation relating to claims arising out~~ of ~~operations in~~ the ~~normal course of business. As of March 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.~~following:

NOTE 9. SUBSEQUENT EVENTS

	June 30,
	2022		2021
Federal	$	-	$	-
State		-		-
Total	$	-	$	-

~~The~~Income ~~Company~~tax ~~evaluates~~expense ~~events~~differed ~~and~~from ~~transactions subsequent to March 31, 2022 through~~ the ~~date~~amounts ofcomputed ~~this~~by ~~filing~~applying ~~to assess~~ the ~~need~~U.S. ~~for~~federal ~~potential~~statutory ~~recognition~~tax orrate ~~disclosure.~~applicable ~~Based~~to ~~upon this review,~~ the Company’s ~~did~~level ~~not~~of ~~identify~~pretax ~~any~~income ~~subsequent~~as ~~events~~a ~~that~~result ~~require~~of ~~adjustment or disclosure in~~ the ~~financial statements.~~following:

12 Table of Contents

	June 30,
	2022		2021
Federal tax at statutory rate	$	-	$	-
State taxes, net of federal benefit		-		-
Net operating loss carryforward		-		-
Total	$	-	$	-

NOTE 6. CONCENTRATION

The Company currently relies on CytoDyn, our supply partner, for development, manufacture, and supply of all commercial grade quantities of the Product.

NOTE 7. CHANGE IN CONTROL OF THE COMPANY

On April 7, 2021, Wookey, the previous majority shareholder of the Company, entered into a stock purchase agreement for the sale of 20,000,000 shares of Common Stock to Phoenixus, an accredited investor. Phoenixus also acquired an additional 2,680,000 shares of Common Stock from three minority shareholders. In connection with the sale of such shares, an aggregate of 1,000,000 shares of Common Stock held by Gary Allen (a former director of the Company) were returned to the Company for cancellation.

As a result of the acquisition of 22,680,000 shares of Common Stock, and the cancellation of 1,000,000 shares, Phoenixus holds approximately 99% of the issued and outstanding shares of Common Stock, and as such it is able to unilaterally control the election of the Company’s board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of the Company.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Contingencies

The Company’s operations are subject to a variety of local, state, and federal regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations.

Litigation and Claims

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated events and transactions subsequent to June 30, 2022 through the date of this filing to assess the need for potential recognition or disclosure. Based upon this review, the Company did not identify any subsequent events that require adjustment or disclosure in the financial statements.

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not statements of historical fact and involve a number of risks and uncertainties. We caution the readers that forward-looking statements are not a guarantee of future performance and that actual results could differ materially from those contained in such forward-looking statements. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “seek,” “should,” “will,” and variations and other similar words and expressions are intended to identify such forward-looking statements.

These forward-looking statements are based on the current beliefs and expectations of our management, and are subject to significant risks and uncertainties. If the underlying assumptions prove incorrect or unknown risks or uncertainties materialize, actual results could differ materially from our current expectations. These risks and uncertainties include those factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 2131, 2021. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this section. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report.

Business Overview

Regnum Corp. was incorporated on March 31, 2016, under the laws of the State of Nevada. The Company was formed for a primary business purpose of servicing the increasing demand for premium entertainment content and becoming a depository of unpublished intellectual properties for resale with focus on achieving profitability and sustaining business growth. Following the acquisition by Phoenixus AG (“Phoenixus”) on April 7, 2021, the Company’s prior business model was abandoned.

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Business Outlook

Since April 2021, the Company’s business model is focused on developing and commercializing therapeutics that treat rare and infectious diseases, specifically in populations that are neglected or face adherence challenges due to inconvenient dosing or delivery system, tolerability, or cost and accessibility of available therapeutic options. Under certain license and commercial agreements with CytoDyn which were assigned to the Company in January 2022, the Company’s primary asset is the commercial rights to leronlimab (also known as “PRO 140”) in all human immunodeficiency virus (“HIV”) indications within the United States. Leronlimab is the subject of a current Biologics License Application (“BLA”) that has been submitted in part to the U.S. Food and Drug Administration (“FDA”) with an indication to treat Multi-Drug Resistant HIV infection, with the potential for multiple additional therapeutic indications in HIV. As of the date of this report, the FDA’s review of the BLA is ongoing. Since the FDA approval process is ongoing and its outcome is uncertain, we are also seeking to acquire or in-license other pharmaceutical products or product candidates, although no products have been identified to date.

The Company is party to the following service agreements with Vyera, which is a subsidiary of Phoenixus ~~(together, the “Shared Services Agreements”)~~: (i) a Management and Business Consulting Agreement, wherein Vyera is the service provider; (ii) a Shared Services Agreement; and (iii) a Research and Development Services Agreement (collectively, the “Shared Services Agreements”). Through these ~~agreements~~Shared Services Agreements, Regnum can receive and provide general and administrative support, and Regnum is able to receive management level business strategy consulting and research and development services. Services are invoiced to each party at an arm’s length markup. Disruption or interruption of any of these Shared Services Agreements, while not anticipated, could interfere in continuity of our operations.

Trends Affecting Our Business

Our industry is highly dynamic and competitive, with technological and scientific innovation paving the way for new products that may transform our industry. We anticipate the recent capital markets downturn in the biotechnology sector to affect our ability to secure additional funding. We do not currently generate revenue from product sales and anticipate we will need additional funding in order to continue our operations at their current levels, to conduct our commercialization activities for leronlimab if it is approved by the FDA, and to pay the costs associated with being a public company, for the next 12 months. To the extent we in-license or acquire additional products or technologies, we will also require additional funding in the future to support our operations. Additional financing may not be available to us on terms that are acceptable or at all.

Plan of Operations

We had negative working capital of $~~657~~851,~~425~~619 as of ~~March~~June 3130, 2022. We anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company. We may also require additional funding in the future to expand or complete acquisitions. In the event we require additional funding, we plan to raise the necessary funding through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.

We reiterate that the Company’s business plan changed significantly and materially in April 2021, during the period for which the comparative financial statements presented hereby cover. As a result, financial results for 2021 do not represent the Company’s potential results in the future.

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RESULTS OF OPERATIONS

Comparison of the ~~three~~six ~~months~~month period ended ~~March~~June 3130, 2022 towith the ~~three~~six ~~months~~month period ended ~~March~~June 3130, 2021

Revenue

We had no revenue for the ~~three~~six months ended ~~March~~June 3130, 2022, or ~~March~~June 3130, 2021, which was the result of a change in business model as Wookey sold the controlling shares to Phoenixus in April of 2021.

Our operating expenses for the ~~three~~six months ended ~~March~~June 3130, 2022 were $~~277~~449,~~602~~481, which consisted of $95164,~~097~~110 for legal and professional fees, general and administrative expenses of $~~171~~285,~~409~~371, and interest expense of $1122,~~096~~315. For the ~~three~~six months ended ~~March~~June 3130, 2021, operating expenses were $315,~~340~~849, which consisted of legal and professional fees of $214,~~860~~384, and general and administrative expenses of $~~480~~1,465. The majority of legal and professional fees in the first ~~Quarter~~six months of 2022 were related to assignment of Commercial and License Agreement and Supply Agreement, due diligence related to business development efforts, and auditing. The increase in general and administrative expenses is related to services provided under shared services agreements entered in September of 2021.

The Company had a net loss of $~~277~~471,~~602~~796 for the ~~three~~six months ended ~~March~~June 3130, 2022, as compared to net ~~loss~~income of $393,~~340~~175 for the ~~three~~six months ended ~~March~~June 3130, 2021. The net income for the first six months of 2021 was the result of accounting entries recorded to Other Income in connection with forgiveness of debt by Wookey Project and Wookey Search (both related parties) and reversal of an expense upon cancellation of 1,000,000 shares of stock granted to Gary Allen for services. The increase in net loss is due to increased expenses for legal and professional fees and general and administrative expenses as the Company works to execute its new business model and identify business development opportunities.

Liquidity and Capital Resources

The Company’s cash position was $1,~~400~~263,~~107~~133 on ~~March~~June 3130, 2022, and $0 on ~~March~~June 3130, 2021. The increase in cash is the result of funds received in October of 2021 under a promissory note from the Company’s principal shareholder, Phoenixus, to support clinical development and general expenses. As of ~~March~~June 3130, 2022, the Company had current assets of $1,~~400~~357,~~607~~808 and current liabilities of $2,~~058~~209,~~032~~427 as compared to $1,488,919 and $1,868,742, respectively, as of December 31, 2021. This resulted in negative working capital of $~~657~~851,~~425~~619 on ~~March~~June 3130, 2022, and $379,823 on December 31, 2021.

Net cash (used in) provided by operating activities

For the ~~three~~six months ended ~~March~~June 3130, 2022, net cash used in operating activities amounted to $88225,~~312~~286, as compared to using $0 net cash for the ~~three~~six months ended ~~March~~June 3130, 2021. The increase in net cash used is as a result of payments made to third parties for Legal and Professional and General and Administrative expenses.

Net cash (used in) provided by investing activities

Net cash used in investing activities was $0 for the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021.

Net cash used in financing activities

Net cash provided by financing activities was $0 for the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021.

Net cash (used in) provided by financing activities

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors, or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an ongoing basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. Our critical accounting policies are outlined in “Note 1 - Summary of Significant Accounting Policies” to the financial statements included elsewhere in this Quarterly Report.

Emerging Growth Company

Section 107 of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

Recently Issued Accounting Standards

For more information on recently issued accounting standards, see “Note 1 - Summary of Significant Accounting Policies” to the financial statements included elsewhere in this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company,” we are not required to provide the information required by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President and Chief Executive Officer (who is the Company’s Principal Executive Officer) and the Company’s Chief Financial Officer and Treasurer (who is the Company’s Principal Financial Officer and Principal Accounting Officer) to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Management’s Report on Internal Control over Financial Reporting

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as such are defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of ~~March~~June 3130, 2022. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, performed an evaluation to determine whether any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the ~~three~~six-month period ended ~~March~~June 3130, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that no change occurred in the Company’s internal control over financial reporting during the ~~three~~six-month period ended ~~March~~June 3130, 2022, that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Control

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met. Further, we believe that because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

~~Not~~Risk ~~required~~factors describing the major risks to our business can be found under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for athe ~~smaller~~year ~~reporting~~ended ~~company~~December 31, 2021 filed with the SEC on April 15, 2022. Except for the matters disclosed in this Report (including the disclosures contained in Item 5 below), there has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

~~None~~In December 2021, our majority shareholder, Phoenixus AG (“Phoenixus”), and our affiliated company, Vyera Pharmaceuticals, LLC (“Vyera”), which is wholly-owned by Phoenixus, settled a litigation with the U.S. ~~[NOTE:~~Federal weTrade ~~might~~Commission ~~want~~and several U.S. states captioned Federal Trade Commission, et al. v. Vyera Pharmaceuticals, LLC, et al., Case No. 20-cv-00706 (the “FTC Case”). In connection with such settlement of the FTC Case, Vyera and Phoenixus became subject to ~~talk~~a ~~about~~Stipulated ~~FINRA~~Order ~~ruling~~for Permanent Injunction and ~~appeal~~Equitable ~~here~~Monetary ifRelief ~~more~~that ~~detail~~was entered in connection with the settlement of the FTC Case (the “Stipulated Order”) as well as a Settlement Agreement entered in connection with the settlement of a related class action (the “Class Settlement Agreement”). The Stipulated Order and the Class Settlement Agreement set forth a number of obligations and constraints. Many (but not all) of these obligations and constraints are expressly applicable to the “Corporate Defendants,” which is ~~desired~~a defined term whose meaning includes Vyera and Phoenixus, along with their “subsidiaries . . . and affiliates controlled by [Vyera and Phoenixus].” As such, we believe certain of the terms and provisions of the Stipulated Order and the Class Settlement Agreement apply to our company since we are controlled by Phoenixus. These terms and provisions could have a material adverse effect on our ability to establish our business as an independent pharmaceutical company.

18The ~~Table~~following summary of ~~Contents~~the terms of the Stipulated Order and the Class Settlement Agreement, as well as their application to our company, is intended solely as a summary, and not as an exhaustive recitation of all of the obligations and constraints imposed by the Stipulated Order and the Class Settlement Agreement. Reference should be made to the Stipulated Order and the Class Settlement Agreement (each of which are publicly available for review) for a complete explanation of their terms.

~~ITEM~~1. 6Subject to certain limited exceptions, the Corporate Defendants (including Regnum) are prohibited from engaging in certain business activities and from entering into certain types of agreements, including specifically any agreement that prohibits, interferes with, or restricts a third party from providing the Corporate Defendants’ drug products to another pharmaceutical company for the purpose of developing a therapeutic equivalent or biosimilar of the drug product; any agreement that restricts in any way any third party manufacturer of an active pharmaceutical ingredient (“API”) from providing that API to another pharmaceutical company; and any agreement that restricts any third party from selling or otherwise providing pharmaceutical sales data regarding the Corporate Defendants’ drug products. ~~EXHIBITS~~The Corporate Defendants (including Regnum) are also generally prohibited from doing business with Martin Shkreli and Kevin Mulleady, each an individual formerly associated with Vyera and/or Phoenixus.

2. The ~~following~~Corporate ~~exhibits~~Defendants (including Regnum) are ~~filed~~required asto ~~part~~provide ~~of,~~a ornotice ~~incorporated~~to bycustomers ~~reference~~and ~~into,~~suppliers ~~this~~regarding ~~Quarterly~~the ~~Report~~terms onof ~~Form~~the ~~10-Q~~Stipulated Order.

Exhibit No.		Document Description
31.1		Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

3. The Corporate Defendants (including Regnum) are required to agree to sell drug products to other pharmaceutical companies for use in developing a generic or biosimilar drug product, subject to certain specifications and qualifications.

~~__________~~4. Vyera and Phoenixus are required to make certain contingent payments upon the occurrence of certain triggering events. Generally speaking, these contingent payments are to be comprised of 20% of the net proceeds of the sale or other monetization of certain “Corporate Assets.” Although the obligation to make contingent payments does not specifically require Regnum to make contingent payments itself, the definition of “Corporate Assets” encompasses assets held by Regnum (subject to certain exclusions). Thus, Regnum’s sale or other monetization of any non-excluded asset is likely to trigger a contingent payment obligation on the part of Vyera and/or Phoenixus. This, in turn, could require our company to make payments or distributions over to Vyera and/or Phoenixus.

* Filed5. ~~herewith~~The Corporate Defendants (including Regnum) are required to provide advance written notice to the plaintiffs of certain contemplated transactions, including the acquisition from a third party of a pharmaceutical company, any rights or interest in a pharmaceutical company, or any exclusive rights to market, distribute, or sell any FDA-approved drug product.

** Furnished6. ~~herewith~~Vyera and Phoenixus are required to comply with certain compliance reporting obligations, including without limitation the submission of an annual compliance report. These compliance reporting obligations do not specifically require Regnum or other subsidiaries or affiliates to submit their own compliance reports. However, certain information from or regarding Regnum may need to be included in the compliance reports submitted by Vyera and Phoenixus, as more fully described in the Stipulated Order and the Class Settlement Agreement.

197. ~~Table~~The Corporate Defendants (including Regnum) are obligated to provide access to certain business records upon the request of ~~Contents~~the plaintiffs, subject to specific terms and limitations.

~~SIGNATURES~~8. In connection with the settlement of the FTC Case and the related class action, Vyera and Phoenixus entered into Collateral Assignment and Security Agreements, which generally provide the plaintiffs with security interests in certain “collateral,” which may encompass certain assets held by Regnum. Accordingly, to the extent that Regnum intends to transfer or otherwise dispose of covered collateral, prior notice to, and approval from, the collateral agent may be required.

~~Pursuant~~Each of these terms could adversely impact our ability, among other things, to ~~the~~(i) ~~requirements~~establish ofour ~~the~~business ~~Exchange~~as ~~Act~~a pharmaceutical company, ~~the~~(ii) ~~registrant~~attract ~~has~~and ~~duly~~secure ~~caused~~third-party ~~this~~financing; ~~report~~or to(iii) beacquire ~~signed~~or onin-license ~~its~~new ~~behalf~~intellectual byproperty ~~the~~or ~~undersigned~~(iv) enter into other necessary commercial relationships. If all or any one of these adverse effects occur, ~~thereunto~~our ~~duly~~business ~~authorized~~and business prospects could be harmed to a significant extent.

	REGNUM CORP.
Date: May 23, 2022	By:	/s/ Anne Kirby
	Name:	Anne Kirby
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Robert J. Stubblefield
	Name:	Robert J. Stubblefield
	Title:	Chief Financial Officer
		(Principal Accounting/Financial Officer)

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20ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Document Description
31.1		Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

__________

* Filed herewith.

** Furnished herewith.

Table of Contents

SIGNATURES

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

	REGNUM CORP.

Date: August 16, 2022	By:	/s/ Anne Kirby
	Name:	Anne Kirby
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Robert J. Stubblefield
	Name:	Robert J. Stubblefield
	Title:	Chief Financial Officer
		(Principal Accounting/Financial Officer)

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