UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2022

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

Commission file number 000-22744

NUNZIA PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

Utah		87-0442090
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

1627 West 14th Street, Long Beach, CA		90813
(Address of principal executive offices)		(Zip Code)

(714) 609-9117

(Registrant's telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

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 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 12b-2 of the Exchange Act): Yes ☐ No ☒

As of ~~October~~November 314, 2022 the registrant had 434,514,578 shares of its common stock, par value $0.001 per share, issued and outstanding.

NUNZIA PHARMACEUTICAL COMPANY

FORM 10-Q

For The Quarter Ended ~~June~~September 30, 2022 (unaudited)

TABLE OF CONTENTS

		Page #
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	78
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1213
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1415
Item 4.	Controls and Procedures	1415
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1617
Item 1A.	Risk Factors	1617
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1617
Item 6.	Exhibits	1617
Signatures		1718

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	September 30,			December 31,
	2022			2021
ASSETS
Current Assets
Cash	$	7230,373		$	131
Prepaid expenses		24,862			–
Investment in related party		5,000			5,000
Total assets	$	2935,~~935~~373		$	5,131
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	743,~~385~~349		$	1,862
Related party notes payable		139,955			97,443
Related party shareholder note payable		40,500			–
Total current liabilities		147,340			99,305
Related party notes payable		142,845			97,443
Total Liabilities		147,340			99,305
Total current liabilities		226,694			99,305
Total Liabilities		226,694			99,305
Commitments and contingencies		–			–
Stockholders' deficit
Common stock; Class A, $0.001 par value, 1,000,000,000 shares authorized, 434,189,578 and 434,119,578 shares issued and outstanding at June 30, 2022 and December 31, 2021		434,190			434,120
Common stock; Class A, $0.001 par value, 1,000,000,000 shares authorized, 434,514,578 and 434,119,578 shares issued and outstanding at September 30, 2022 and December 31 2021, respectively		434,515			434,120
Common stock; Class B, $0.001 par value, 100,000 shares authorized, 51,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		51			51
Common stock; Class B, $0.001 par value, 100,000 shares authorized, 51,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		51			51
Common stock payable		31,650			31,650
Additional paid-in capital		197,~~573~~735,~~064~~239			178,853,134
Accumulated deficit		(198,~~156~~392,~~360~~776	)		(179,413,129	)
Total stockholders' deficit		(~~117~~191,~~405~~321	)		(94,174	)
Total liabilities and stockholders' deficit	$	2935,~~935~~373		$	5,131

The accompanying notes are an integral part of the consolidated financial statements.

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months			Three Months			~~Six~~Nine Months			~~Six~~Nine Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	September 30,			September 30,			September 30,			September 30,
	2022			2021			2022			2021
Revenue	$	–		$	–		$	–		$	–
Operating expense
General and administrative expense		20211,~~100~~416			634,~~629~~526			38249,~~486~~902			2256,~~277~~803
General and administrative expense - related party		–16,013			–			18,~~704~~720,~~745~~757			–
Total operating expense		20227,~~100~~429			634,~~629~~526			18,~~743~~970,~~230~~659			2256,~~277~~803
Loss from operations		(20227,~~100~~429	)		(634,~~629~~526	)		(18,~~743~~970,~~230~~659	)		(2256,~~277~~803	)
Other income (expense)		–(8,987	)		–			–(8,987	)		–
Net loss	$	(20236,~~100~~416	)	$	(634,~~629~~526	)	$	(18,~~743~~979,~~230~~647	)	$	(2256,~~277~~803	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.04	)	$	(0.00	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.04	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		434,~~189~~436,~~578~~861			~~289~~292,~~149~~769,~~345~~578			434,~~119~~237,~~578~~270			~~286~~290,~~984~~892,~~962~~866

The accompanying notes ~~are~~ are an integral part of the consolidated financial statements.

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE ~~THREE~~NINE ~~AND SIX~~ MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021

(Unaudited)

	Class A Common Stock						Class B Common Stock				Common stock			Additional Paid-in		Accumulated			Total Stockholders'
	Shares			Amount			Shares		Amount		Payable			Capital		Deficit			Deficit
Balance, December 31, 2020		244,369,578		$	244,370			51,000	$	51	$	9,040,400		$	92,006,134	$	(101,354,159	)	$	(63,204	)
Net loss		–			–			–		–		–			–		(15,648	)	$	(15,648	)
Balance, March 31, 2021		244,369,578		$	244,370			51,000	$	51	$	9,040,400		$	92,006,134	$	(101,369,807	)	$	(78,852	)
Merger shares issued		17,750,000			17,750			–		–		(17,750	)		–		–			–
Return of merger shares issued in error		(9,000,000	)		(9,000	)		–		–		9,000			–		–			–
Shares issued under sales and marketing agreement		–			–			–		–		5,000			–		–			5,000
Net loss		–			–			–		–		–			–		(6,629	)		(6,629	)
Balance, June 30, 2021		253,119,578		$	253,120			51,000	$	51	$	9,036,650		$	92,006,134	$	(101,376,436	)	$	(80,481	)
Common stock issued for license agreement with Michael Mitsunaga		3,000,000			3,000			–		–		(9,000,000	)		8,997,000		–			–
Shares issued under Mutual Sales and Marketing Agreement		5,000,000			5,000			–		–		(5,000	)		–		–			–
Net loss		–			–			–		–		–			–		(34,526	)		(34,526	)
Balance, September 30, 2021		261,119,578		$	261,120			51,000	$	51	$	31,650		$	101,003,134	$	(101,410,962	)	$	(115,007	)

	Class A Common Stock				Class B Common Stock				Common stock		Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Payable		Capital		Deficit			Deficit
Balance, December 31, 2021		434,119,578	$	434,120		51,000	$	51	$	31,650	$	178,853,134	$	(179,413,129	)	$	(94,174	)
Beneficial conversion features of related party note		–		–		–		–		–		18,685,000		–			18,685,000
Net loss		–		–		–		–		–		–		(18,723,130	)		(18,723,130	)
Balance, March 31, 2022		434,119,578	$	434,120		51,000	$	51	$	31,650	$	197,538,134	$	(198,136,259	)	$	(132,304	)
Common shares issued in a private placement		70,000		70		–		–		–		34,930		–			34,930
Net loss		–		–		–		–		–		–		(20,100	)		(20,100	)
Balance, June 30, 2022		434,189,578	$	434,190		51,000	$	51	$	31,650	$	197,573,064	$	(198,156,360	)	$	(117,405	)

~~The~~NUNZIA ~~accompanying~~PHARMACEUTICAL ~~notes are an integral part of the consolidated financial statements.~~COMPANY

5CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

~~NUNZIA~~FOR ~~PHARMACEUTICAL~~THE ~~COMPANY~~NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

~~CONSOLIDATED~~(Unaudited) ~~STATEMENTS OF CASH FLOWS~~(Continued)

(Unaudited)

	Class A Common Stock				Class B Common Stock				Common stock		Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Payable		Capital		Deficit			Deficit
Balance, December 31, 2021		434,119,578	$	434,120		51,000	$	51	$	31,650	$	178,853,134	$	(179,413,129	)	$	(94,174	)

Beneficial conversion features of related party note		–		–		–		–		–		18,685,000		–			18,685,000

Net loss		–		–		–		–		–		–		(18,723,130	)		(18,723,130	)

Balance, March 31, 2022		434,119,578	$	434,120		51,000	$	51	$	31,650	$	197,538,134	$	(198,136,259	)	$	(132,304	)

Common shares issued in a private placement		70,000		70		–		–		–		34,930		–			34,930

Net loss		–		–		–		–		–		–		(20,100	)		(20,100	)

Balance, June 30, 2022		434,189,578	$	434,190		51,000	$	51	$	31,650	$	197,573,064	$	(198,156,360	)	$	(117,405	)

Common shares issued for consulting services		125,000		125		–		–		–		62,375		–			62,500

Common shares issued in a private placement		200,000		200		–		–		–		99,800		–			100,000

Net loss		–		–		–		–		–		–		(236,416	)		(236,416	)

Balance, September 30, 2022		434,514,578	$	434,515		153,000	$	51	$	31,650	$	197,735,239	$	(198,392,776	)	$	(191,321	)

	Six Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2022			2021
Cash flows from operating activities
Net loss	$	(18,743,230	)	$	(22,277	)
Adjustments to reconcile net loss to net cash flows from operating activities
Stock based compensation expense		18,685,000			–
Changes in operating assets and liabilities:		–			126
Prepaid expenses		(24,862	)		(2,500	)
Accounts payable and accrued liabilities		5,521			–
Net cash (used in) from operating activities	$	(77,572	)		(24,651	)
Cash flows from financing activities
Private placement of common stock		35,000			–
Increase in related party notes payable		42,512			26,154
Net cash flows from financing activities		77,512			26,154
Change in cash	$	(59	)		1,503
Cash at beginning of period		131			–
Cash at end of period	$	72		$	1,503
Supplemental disclosure of cash flow information:
Interest paid in cash	$	–		$	–
Income taxes paid in cash	$	–		$	–

The accompanying notes are an integral part of the consolidated financial statements.

~~The accompanying notes are an integral part of the consolidated financial statements~~ 6

6NUNZIA PHARMACEUTICAL COMPANY

~~NUNZIA~~CONSOLIDATED ~~PHARMACEUTICAL~~STATEMENTS ~~COMPANY~~OF CASH FLOWS

~~NOTES~~(Unaudited) ~~TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 1 – Basis of Presentation, Organization, Going Concern and Recent Accounting Pronouncements

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2022			2021
Cash flows from operating activities
Net loss	$	(18,979,647	)	$	(56,803	)
Adjustments to reconcile net loss to net cash flows from operating activities
Stock based compensation expense		18,747,500			–
Changes in operating assets and liabilities:
Prepaid expenses		–			(4,000	)
Accounts payable and accrued liabilities		41,486			(14,629	)
Net cash flows from operating activities		(190,660	)		(75,432	)

Cash flows from financing activities
Private placement of common stock		135,000			–
Increase in related party notes payable		85,902			75,916
Net cash flows from financing activities		220,902			75,916

Change in cash		30,242			484
Cash at beginning of period		131			–
Cash at end of period	$	30,373		$	484

Supplemental disclosure of cash flow information:
Interest paid in cash	$	–		$	–
Income taxes paid in cash	$	–		$	–

~~Basis~~The accompanying notes are an integral part of ~~Presentation~~the consolidated financial statements.

The accompanying unaudited interim consolidated financial statements of Nunzia Pharmaceutical Company (the “Company”) as of June 30, 2022 and 2021 have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.7

~~The~~NUNZIA ~~preparation~~PHARMACEUTICAL of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the unaudited financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2021.COMPANY

~~Organization~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~Nunzia~~NOTE ~~Pharmaceutical~~1 ~~Company~~– ~~(the~~Basis ~~“Company”), was incorporated on November 12, 1986, in the state~~ of ~~Utah under the name of Silver Harvest~~Presentation, ~~Inc. In February 1990~~Organization, ~~the Company amended~~ ~~its~~Going ~~Articles of Incorporation to change its name to Viking Capital Group~~Concern, ~~Inc. In June 2010, the Company amended its Articles of Incorporation to change its name to its name to Arizona Gold~~ and ~~Onyx~~Recent ~~Mining~~Accounting Company. On February 1, 2018, the Company amended its Articles of Incorporation to change its name to Nunzia Pharmaceutical Corporation in anticipation of completion of a merger with Cal-Biotech, Inc. (A Wyoming Corporation), owner of www.NunziaPharmaceutical.com.Pronouncements

OnBasis ~~October 22, 2017, the Company and Cal-Biotech, Inc. (“Cal-Biotech”) entered into a Merger and Consolidation Agreement (the “MCA”). In anticipation~~ of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split, which took effect on December 4, 2019, and amended its articles changing its name to Nunzia Pharmaceutical Company. On December 13, 2020, the Company agreed to issue 284,500,000 shares pursuant to MCA (the “MCA Shares”). Of the shares issued, 1) 248,270,000 were to be issued to LionsGate Funding Group LLC (“LionsGate”) (majority owner of Cal-Biotech) in exchange for the all the issued and outstanding stock in Cal-Biotech and to settle $156,657 of advances from Cal-Biotech to the Company that were originally funded by LionsGate; and 2) 36,230,000 were issued to settle $144,570 of debt and advances recorded as liabilities to related and non-related parties.Presentation

The accompanying unaudited interim consolidated financial statements of Nunzia Pharmaceutical Company is(the ~~focused~~“Company”) onas ~~manufacturing~~of September 30, 2022, and ~~securing~~December 31, 2021, ~~retail~~have ~~space~~been ~~for~~prepared ~~its~~in ~~nutraceutical~~accordance ~~products.~~with Itgenerally isaccepted ~~also~~accounting ~~working~~principles onin athe ~~product~~United ~~that~~States ~~kills~~of ~~bacteria~~America ~~and~~(“US ~~viruses.~~GAAP”), for ~~The~~interim ~~Company’s~~financial ~~efforts have~~information ~~been~~and ~~delayed~~with ~~due~~the instructions to ~~the~~Form ~~onset~~10-Q and ~~lingering~~Article ~~impact~~8 of ~~Covid~~Regulation S-19X. asCertain ~~well~~information asor ~~the~~footnote disclosures ~~lack~~normally ofincluded ~~significant~~in ~~available~~financial ~~funding~~statements prepared in accordance with GAAP have been condensed or omitted.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the unaudited financial statements and notes thereto included in the Company’s ~~year-end~~Annual isReport for the year ended December 31, ~~31st~~2021.

~~Going Concern~~Organization

~~The~~Nunzia Pharmaceutical Company’s ~~financial~~(the ~~statements are prepared~~“Company”), ~~using~~was ~~generally~~incorporated ~~accepted~~on ~~accounting~~November ~~principles~~12, 1986, in the ~~United~~state ~~States~~ of ~~America~~Utah ~~applicable~~under ~~to a going concern which contemplates~~ the ~~realization~~ name of ~~assets~~Silver ~~and~~Harvest, ~~liquidation~~Inc. ofIn ~~liabilities~~February in1990, the ~~normal course of business. The~~ Company ~~has~~amended its ~~not~~Articles ~~yet established an ongoing source~~ of ~~revenues sufficient~~Incorporation to ~~cover~~change its ~~operating~~name ~~costs~~ to ~~allow~~Viking itCapital toGroup, ~~continue as a going concern~~Inc. AsIn of June 302010, ~~2022,~~ the Company ~~had~~amended anits ~~accumulated deficit~~Articles of ~~$198,156,360.~~Incorporation to ~~The~~change ~~ability~~its ofname ~~the~~to ~~Company~~its name to ~~continue~~Arizona asGold aand ~~going~~Onyx ~~concern~~Mining isCompany. ~~dependent~~On onFebruary 1, 2018, the Company ~~obtaining~~amended ~~adequate~~its ~~capital~~Articles of Incorporation to ~~fund~~change ~~operating~~its ~~losses~~name ~~until~~to itNunzia ~~becomes~~Pharmaceutical ~~profitable.~~Corporation Ifin ~~the~~anticipation ~~Company~~of iscompletion ~~unable~~of toa ~~obtain~~merger ~~adequate~~with ~~capital~~Cal-Biotech, itInc. ~~could~~(A beWyoming ~~forced~~Corporation), owner toof ~~cease operations~~www.NunziaPharmaceutical.com.

On November 22, 2017, the Company and Cal-Biotech, Inc. (“Cal-Biotech”) entered into a Merger and Consolidation Agreement (the “MCA”). In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split, which took effect on December 4, 2019, and amended its articles changing its name to Nunzia Pharmaceutical Company. On December 13, 2020, the Company agreed to issue 284,500,000 shares pursuant to MCA (the “MCA Shares”). Of the shares issued, 1) 248,270,000 were to be issued to LionsGate Funding Group LLC (“LionsGate”) (majority owner of Cal-Biotech) in exchange for all the issued and outstanding stock in Cal-Biotech and to settle $156,657 of advances from Cal-Biotech to the Company that was originally funded by LionsGate; and 2) 36,230,000 were issued to settle $144,570 of debt and advances recorded as liabilities to related and non-related parties.

InThe ~~view of these conditions, the ability of the~~ Company ~~to continue as a going concern~~ is infocused ~~doubt and dependent upon achieving a profitable level of operations and~~ on ~~the~~manufacturing ~~ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds~~ and ~~funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance~~securing ~~its~~retail ~~operations~~space ~~and growth. Management is planning to raise necessary additional funds~~ for ~~working capital through loans and/or additional sales of~~ its ~~common~~nutraceutical ~~stock~~products. ~~However,~~It ~~there~~ is noalso ~~assurance~~working ~~that~~on ~~the~~a ~~Company~~product ~~will be successful in raising additional capital or~~ that ~~such additional~~kills ~~funds~~bacteria ~~will~~and ~~be available on acceptable terms, if at all~~viruses. ~~Should~~The ~~the~~ Company’s ~~be unable to raise this amount of capital its operating~~efforts ~~plans~~have ~~will~~been bedelayed ~~limited~~due to the ~~amount~~onset ofand ~~capital~~lingering ~~that~~impact itof ~~can~~Covid ~~access.~~-19 ~~These~~as ~~financial~~well ~~statements do not give effect to any adjustments which will be necessary should the Company be unable to continue~~ as ~~a going concern and therefore be required to realize its assets and discharge its liabilities in other than~~ the ~~normal~~lack ~~course~~ of ~~business~~significant ~~and~~available ~~at amounts different from those reflected in the accompanying financial statements~~funding.

~~NOTE~~The 2Company’s –year-end ~~Summary~~is ofDecember ~~Significant Accounting Policies~~31st.

~~Principles~~Going ~~of Consolidation~~Concern

~~These~~The ~~consolidated~~Company’s financial statements ~~presented~~ are ~~those~~prepared using ofgenerally ~~the~~accepted ~~Company~~accounting ~~and~~principles ~~its~~in ~~wholly~~the ~~owned~~United ~~subsidiaries,~~States A1of ~~Mining;~~America ~~NIAI~~applicable ~~Insurance~~to ~~Administrators,~~a ~~Inc.~~going ofconcern ~~California;~~which ~~Viking~~contemplates ~~Capital~~the realization ~~Financial~~of ~~Services,~~assets ~~Inc.~~and liquidation of ~~Texas;~~liabilities ~~Viking~~in ~~Insurance~~the ~~Services,~~normal ~~Inc~~course of business. The Company has not yet established an ongoing source of ~~Texas;~~revenues sufficient ~~Viking~~to ~~Systems,~~cover ~~Inc~~its operating costs to allow it to continue as a going concern. As of ~~Texas;~~September ~~Viking~~30, ~~Administrators~~2022, ~~Inc.~~the Company had an accumulated deficit of ~~Texas;~~$198,392,776 ~~Viking~~and ~~Capital~~negative ~~Ventures,~~working ~~Inc.~~capital of ~~Texas;~~$191,322. ~~and~~The ~~60%~~ability of ~~Brentwood~~the ~~Re,~~Company ~~Ltd.~~to ofcontinue as a going concern is dependent on the ~~Island~~Company ofobtaining ~~Nevis~~adequate capital to fund operating losses until it becomes profitable. ~~All~~If ~~subsidiaries~~the ~~have~~Company ~~had~~is ~~their charters~~unable ~~suspended~~to orobtain ~~revoked~~adequate capital, ~~and~~it ~~have~~could ~~been~~be ~~inactive~~forced ~~for~~to ~~several~~cease ~~years~~operations.

~~Management’s Representation of Interim Financial Statements~~8

~~The~~In ~~accompanying~~view ~~unaudited~~of ~~consolidated~~these ~~financial statements~~conditions, ~~have~~the ~~been~~ability ~~prepared~~of by the Company ~~without~~to ~~audit~~continue ~~pursuant~~as toa ~~the~~going ~~rules~~concern is in doubt and ~~regulations~~dependent ofupon ~~the~~achieving ~~Securities~~a profitable level of operations and ~~Exchange~~on ~~Commission~~the ability of ~~(“SEC”).~~the ~~Certain~~Company ~~information~~to ~~and~~obtain ~~disclosures~~necessary ~~normally~~financing ~~included~~to infund ~~financial~~ongoing ~~statements~~operations. ~~prepared~~Historically, inthe ~~accordance~~Company ~~with~~has ~~accounting principles~~relied ~~generally~~upon ~~accepted~~internally ingenerated funds and funds from the ~~United~~sale ~~States~~of ~~(“GAAP”)~~shares ~~have~~of ~~been~~stock, ~~condensed~~issuance orof ~~omitted~~promissory asnotes ~~allowed~~and byloans ~~such~~from ~~rules~~its shareholders and ~~regulations,~~private investors to finance its operations and ~~management~~growth. ~~believes~~Management ~~that~~is ~~the~~planning ~~disclosures~~to ~~are~~raise ~~adequate~~necessary toadditional ~~make~~funds ~~the~~for ~~information~~working ~~presented~~capital ~~not~~through ~~misleading~~loans and/or additional sales of its common stock. ~~These~~However, ~~consolidated~~there ~~financial statements~~is ~~include~~no ~~all~~assurance ofthat the ~~adjustments,~~Company ~~which~~will be successful in ~~the~~raising ~~opinion~~additional ofcapital ~~management~~or ~~are~~that ~~necessary~~such additional tofunds awill ~~fair~~be ~~presentation~~available ofon ~~financial~~acceptable ~~position and~~terms, ~~results~~if ofat ~~operations~~all. ~~All~~Should ~~such~~the ~~adjustments~~Company ~~are~~be ofunable ato ~~normal~~raise ~~and~~this ~~recurring~~amount ~~nature.~~of ~~Interim~~capital ~~results~~its ~~are~~operating plans ~~not~~will ~~necessarily~~be ~~indicative~~limited to the amount of ~~results~~ ~~for~~capital athat ~~full~~it ~~year~~can access. These ~~consolidated~~ financial statements ~~should~~do benot ~~read~~give ineffect ~~conjunction~~to ~~with~~any adjustments which will be necessary should the ~~audited~~Company ~~consolidated~~be ~~financial statements~~unable atto ~~and~~continue as ofa ~~December~~going ~~31,~~concern ~~2021,~~and ~~filed~~therefore asbe ~~part~~required ofto ~~the~~realize ~~Company’s~~its ~~Annual~~assets ~~Report~~and ondischarge its ~~Form~~liabilities ~~10-K~~in ~~with~~other than the ~~SEC~~normal oncourse ~~April~~of ~~15,~~business ~~2022~~and at amounts different from those reflected in the accompanying financial statements.

~~Accounting~~NOTE ~~estimates~~2 – Summary of Significant Accounting Policies

~~The~~Principles ~~preparation~~ of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of stock based compensation, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.Consolidation

~~Cash~~These consolidated financial statements presented are those of the Company and ~~cash~~its ~~equivalents~~wholly owned subsidiaries, A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All subsidiaries have had their charters suspended or revoked and have been inactive for several years.

~~The~~Management’s ~~Company~~Representation ~~considers all highly liquid instruments purchased with an original maturity~~ of ~~three months or less and money market accounts to be cash equivalents. As of June 30, 2022 and~~Interim ~~December~~Financial ~~31, 2021, we had $72 and $131 in cash on hand, respectively.~~Statements

8The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at and as of December 31, 2021, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2022.

~~Income~~Accounting ~~Taxes~~estimates

The ~~Company~~preparation ~~accounts~~of ~~for~~financial ~~income~~statements ~~taxes~~in ~~using the~~conformity ~~asset~~with ~~and liability method~~U.S. ~~Under~~generally ~~the~~accepted ~~asset~~accounting ~~and~~principles ~~liability~~(“GAAP”) ~~method,~~requires ~~deferred~~Management ~~tax~~to ~~assets~~make estimates and ~~liabilities~~assumptions ~~are~~that ~~recognized for the future tax~~affect ~~consequences attributed to differences between~~ the ~~financial~~reported ~~statement carrying~~ amounts of ~~existing~~stock-based compensation, assets and liabilities, and ~~their~~disclosure ~~respective tax~~of ~~bases~~contingent ~~and tax credits and loss carry-forwards. Deferred tax~~ assets and liabilities ~~are~~at ~~measured~~the ~~using enacted tax rates expected to~~date ~~apply~~of ~~to taxable income in~~ the ~~years~~financial instatements ~~which those temporary differences~~ and ~~carry-forwards~~the ~~are~~reported ~~expected~~amounts toof berevenues ~~recovered or settled. The effect on deferred tax assets~~ and ~~liabilities~~expenses ofduring ~~a change in tax rates is recognized in income in~~ the ~~period~~reporting ~~that includes the enactment date~~period. AActual ~~valuation~~results ~~allowance~~could ~~is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company~~differ ~~reports~~significantly ~~a liability for unrecognized tax benefits resulting~~ from ~~uncertain~~those ~~income tax positions, if any, taken or expected to be taken in an income tax return~~estimates. ~~Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.~~

~~Fair~~Cash ~~Value~~and ~~Measurements~~cash equivalents

~~Fair~~The ~~value~~Company isconsiders ~~defined~~all ashighly ~~the~~liquid ~~price that would~~instruments bepurchased ~~received~~with ~~to sell~~ an ~~asset~~original ormaturity ~~paid~~of tothree ~~transfer~~months aor ~~liability~~less inand anmoney ~~orderly transaction between~~ market ~~participants~~accounts atto ~~the~~be ~~measurement date~~cash equivalents. ~~The~~As ~~Company~~of ~~utilizes~~September a30, ~~three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy~~2022, ~~gives~~and ~~the~~December ~~highest~~31, ~~priority~~2021, towe ~~unadjusted~~had ~~quoted~~$30,373 ~~prices in active markets for identical assets or liabilities (level 1 measurement)~~ and ~~the~~ ~~lowest~~$131 ~~priority~~in tocash ~~unobservable~~on ~~inputs~~hand, ~~(level 3 measurements)~~respectively. ~~These tiers include:~~

~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~9

~~Level~~Income 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; andTaxes

~~Level~~The 3,Company ~~defined~~accounts asfor ~~unobservable~~income ~~inputs~~taxes inusing ~~which~~the ~~little~~asset orand noliability ~~market~~method. ~~data~~Under ~~exists~~the asset and liability method, ~~therefore~~deferred ~~requiring~~tax anassets ~~entity~~and liabilities are recognized for the future tax consequences attributed to ~~develop~~differences ~~its~~between ~~own~~the ~~assumptions,~~financial ~~such~~statement ascarrying ~~valuations~~amounts ~~derived~~of ~~from~~existing ~~valuation~~assets and liabilities and their respective ~~techniques~~tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which ~~one~~those temporary differences and carry-forwards are expected to be recovered or ~~more~~settled. The ~~significant~~effect ~~inputs~~on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or ~~significant~~expected ~~value~~to ~~drivers~~be taken in an income tax return. Estimated interest and penalties are ~~unobservable~~recorded as a component of interest expense or other expense, respectively.

~~During~~Fair ~~the~~Value ~~periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.~~Measurements

Fair ~~Value~~value ofis ~~Financial~~defined ~~Instruments~~as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

~~The~~Level Company’s financial instruments consist of accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and1, ~~therefore,~~defined ~~cannot~~as beobservable ~~determined~~inputs ~~with~~such ~~precision. Changes in assumptions could significantly affect those estimates.~~as Wequoted doprices ~~not~~for ~~hold~~identical ~~or issue financial~~ instruments ~~for~~in ~~trading~~active ~~purposes, nor do we utilize derivative instruments.~~markets;

~~Stock-Based~~Level ~~Compensation~~2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

~~The~~Level ~~Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718~~3, ~~Stock~~defined ~~Based~~as ~~Compensation. ASC~~unobservable ~~718~~inputs ~~requires~~in ~~all stock-based~~which ~~payments~~little toor ~~directors,~~no ~~employees~~market ~~and~~data ~~consultants~~exists, ~~including~~therefore ~~grants~~requiring ofan ~~stock~~entity ~~options,~~ to bedevelop ~~recognized~~its inown ~~the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions~~assumptions, atsuch ~~the~~as ~~point~~valuations ~~that~~derived ~~it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense~~ from ~~the grant date to the current~~valuation ~~date,~~techniques ~~and~~in ~~then~~which ~~amortizes~~one ~~the~~or ~~remainder~~more ofsignificant ~~the~~inputs ~~expense~~or ~~over~~significant ~~the~~value ~~remaining~~drivers ~~service~~are ~~period~~unobservable. ~~Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date.~~

9During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.

~~Net~~Fair ~~Income~~Value ~~(Loss)~~of ~~Per~~Financial ~~Share~~Instruments

The ~~computation~~Company’s offinancial ~~basic~~instruments ~~earnings per share~~consist ~~(“EPS”) is based on the weighted average number~~ of ~~shares~~accounts ~~that~~payable ~~were~~and ~~outstanding~~accrued ~~during~~expenses. ~~the~~The ~~period,~~carrying ~~including~~amounts ~~shares~~ of ~~common~~ ~~stock~~the ~~that~~Company’s ~~are~~financial ~~issuable~~instruments atapproximate ~~the~~fair ~~end~~value because of the ~~reporting~~short-term ~~period.~~maturity ~~The computation~~ of ~~diluted~~these ~~EPS~~items. isThese ~~based~~fair onvalue ~~the~~estimates ~~number~~are ofsubjective ~~basic weighted-average~~in ~~shares~~nature ~~outstanding~~and ~~plus~~involve ~~the~~uncertainties ~~number~~and matters of significant ~~common~~judgment ~~shares~~and, ~~that~~therefore, ~~would~~cannot be ~~issued~~determined ~~assuming~~with ~~the~~precision. ~~exercise~~Changes ofin ~~all~~assumptions ~~potentially dilutive~~could ~~common~~significantly ~~shares~~affect ~~outstanding~~those ~~using the treasury stock method~~estimates. We ~~The~~do ~~Company~~not ~~had~~hold noor ~~potentially~~issue ~~dilutive~~financial ~~securities~~instruments ~~as of~~for ~~June~~trading 30purposes, ~~2021~~nor ~~and~~do ~~December~~we ~~31,~~utilize ~~2021~~derivative instruments.

~~Recent~~Stock-Based ~~accounting pronouncements not yet adopted~~Compensation

InThe ~~December~~Company ~~2019,~~accounts ~~the~~for ~~Financial~~stock-based ~~Accounting~~compensation ~~Standards~~in ~~Board~~accordance ~~(FASB)~~with ~~issued~~ Accounting Standards ~~Update~~ Codification (~~ASU~~“ASC”) ~~2019-12~~718, ~~Income~~Stock-Based ~~Taxes – Simplifying the Accounting for Income Taxes~~Compensation. ASC ~~The~~718 ~~guidance~~requires ~~removes~~all ~~certain~~stock-based payments ~~exceptions~~to ~~for~~directors, ~~recognizing~~employees ~~deferred~~and ~~taxes for equity method investments~~consultants, ~~performing~~including ~~intra~~grants ~~period~~of ~~allocation~~stock options, ~~and~~to ~~calculating~~be ~~income~~recognized ~~taxes~~ in ~~interim~~the ~~periods.~~consolidated ~~The~~statements ~~ASU also adds guidance to~~of ~~reduce~~operations ~~complexity~~based inon ~~certain~~their ~~areas,~~fair ~~including~~values. ~~recognizing~~If ~~deferred~~a ~~taxes~~stock-based ~~for~~award ~~goodwill~~contains ~~and~~performance-based ~~allocating taxes to members of a consolidated group~~conditions, ~~among~~at ~~others.~~the ~~This~~point ~~guidance~~that isit ~~effective~~becomes ~~for~~probable that ~~interim~~the ~~and~~performance ~~annual~~conditions ~~reporting~~will ~~periods~~be ~~beginning~~met, ~~after December~~the ~~15,~~Company ~~2020.~~records ~~Early~~a ~~adoption~~cumulative catch-up of the ~~standard~~expense isfrom ~~permitted,~~the ~~including~~grant ~~adoption~~date into ~~interim~~the ~~or annual periods for which financial~~current ~~statements~~date ~~have~~and ~~not~~then ~~yet~~amortizes ~~been~~the ~~issued.~~remainder ~~The~~of ~~transition~~the ~~requirements~~expense ~~are~~over ~~dependent~~the ~~upon~~remaining ~~each~~service ~~amendment~~period. ~~within~~Management ~~this~~evaluates ~~update~~when ~~and~~the ~~will~~achievement ~~be applied either prospectively or retrospectively. The adoption~~ of ~~ASU 2019~~a performance-12based condition is ~~not~~probable ~~expected~~based toon ~~have~~the aexpected ~~material~~satisfaction ~~impact~~of on the ~~Company’s~~ ~~consolidated~~performance ~~financial~~conditions ~~position,~~as ~~results~~ of ~~operations,~~the orreporting ~~cash flows~~date.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on January 1, 2021.10

~~Recent~~Net ~~Adopted~~Income ~~Accounting~~(Loss) ~~Pronouncements~~Per Share

The ~~Company~~computation ~~reviews~~of ~~new~~basic ~~accounting~~earnings ~~standards~~per asshare (“EPS”) ~~issued.~~is ~~Although~~based ~~some~~on the weighted average number of ~~these~~shares ~~accounting~~that ~~standards~~were ~~issued~~outstanding orduring ~~effective~~the ~~after~~period, including shares of common stock that are issuable at the end of the ~~Company’s~~reporting ~~previous~~period. ~~fiscal~~The ~~year~~computation ~~may be~~of ~~applicable,~~diluted EPS is based on the ~~Company~~number ~~has~~of ~~not~~basic ~~identified~~weighted-average ~~any~~shares ~~standards~~outstanding plus the number of common shares that would be issued assuming the ~~Company~~exercise ~~believes~~of ~~merit~~all ~~further~~potentially ~~discussion~~dilutive common shares outstanding using the treasury stock method. The Company ~~believes~~had ~~that none~~no ofpotentially ~~the~~dilutive ~~new~~securities ~~standards~~as ~~will~~of ~~have~~September a30, ~~significant~~2022, ~~impact~~and onDecember ~~the~~31, ~~financial statements~~2021.

~~NOTE~~Recent 3accounting ~~– Preferred~~pronouncements ~~and~~not ~~Common Stock~~yet adopted

~~Preferred~~In ~~Stock~~December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The adoption of ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

~~The~~In ~~Company~~August ~~has~~2020, ~~Preferred~~the ~~stock~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): $1Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.00S. ~~par~~GAAP. ~~value;~~ASU 2020-06 removes certain settlement conditions that are required 50for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31,~~000~~ 2021,~~000~~ ~~shares~~including ~~authorized~~interim ~~with~~periods within those fiscal years. Early adoption is permitted, but no ~~shares~~earlier ~~issued~~than fiscal years beginning after December 15, 2020, and ~~outstanding~~adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on January 1, 2021.

~~Common~~Recent ~~Stock~~Adopted Accounting Pronouncements

The Company ~~has~~reviews ~~51,000~~new ~~shares~~accounting standards as issued. Although some of ~~Class~~these Baccounting ~~Common Stock~~standards issued ~~and~~or ~~outstanding~~effective asafter the end of ~~June~~the 30Company’s previous fiscal year may be applicable, ~~2022.~~the ~~The~~Company ~~Class~~has Bnot ~~shares~~identified ~~are~~any ~~the~~standards ~~only~~that ~~shares~~the ~~eligible~~Company tobelieves ~~vote~~merit ~~for~~further ~~Directors~~discussion. ~~LionsGate,~~The ~~controlled~~Company believes bythat none of the ~~Company’s~~new ~~CEO,~~standards ~~holds~~will ~~all~~have ~~Class~~a Bsignificant ~~common~~impact ~~shares~~on the financial statements.

~~The~~NOTE ~~Company~~3 ~~has~~– Preferred ~~1,000,000,000~~and ~~shares of Class A~~ Common Stock ~~authorized of which 434,189,578 and 434,119,578 shares are issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.~~

10Preferred Stock

~~NOTE~~The 4Company ~~– Commitments~~has Preferred stock: $1.00 par value; 50,000,000 shares authorized with no shares issued and ~~Contingencies~~outstanding.

~~COVID-19 Pandemic~~Common ~~and the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act~~Stock

OnThe ~~January~~Company ~~30,~~has ~~2020~~51, ~~the~~000 ~~World Health~~shares ~~Organization~~of ~~(“WHO”)~~Class ~~announced~~B aCommon Stock ~~global~~issued ~~health~~and ~~emergency~~outstanding ~~because~~as of aSeptember ~~new~~30, ~~strain~~2022. ofThe ~~coronavirus~~Class ~~originating~~B ~~in Wuhan,~~shares ~~China~~are (the ~~“COVID-19~~only ~~outbreak”)~~shares ~~and~~eligible ~~the risks~~ to ~~the~~vote ~~international~~for ~~community as the virus spreads globally beyond its point of origin~~Directors. ~~In March 2020~~LionsGate, controlled ~~the~~by ~~WHO classified~~ the ~~COVID-19~~Company’s ~~outbreak as a pandemic~~CEO, ~~based~~holds onall ~~the~~Class ~~rapid increase~~B incommon ~~exposure globally~~shares.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic may have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022.11

The ~~pandemic~~Company ~~may~~has ~~adversely~~1,000,000,000 ~~affect~~shares ~~our~~of ~~operations,~~Class ~~our~~A ~~employees~~Common ~~and~~Stock ~~our~~authorized ~~employee productivity. It may also impact the ability~~ of ~~our~~which ~~subcontractors~~434, ~~partners~~514,578 and ~~suppliers to operate and fulfill their contractual obligations~~434, ~~and result in an increase in costs~~119,578 ~~delays~~shares ~~or disruptions in performance. Our employees~~ are ~~working~~ ~~remotely~~issued and ~~using~~outstanding ~~various~~as ~~technologies to perform their functions. In reaction to the spread~~ of ~~COVID-19~~September ~~in the United States~~30, ~~many~~ ~~businesses~~2022 ~~have instituted social distancing policies, including the closure of offices~~ and ~~worksites and deferring planned business~~December activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand31, ~~we may experience a material adverse effect on our business operations~~2021, ~~revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change~~respectively.

~~On March~~During ~~27,~~2022 ~~2020, then President Trump signed into law~~ the ~~CARES~~Company ~~Act.~~has ~~The~~issued ~~CARES Act~~395,000 ~~among~~common shares ~~other~~comprised ~~things, includes provisions relating to refundable payroll tax credits, deferment~~ of ~~employer~~ ~~side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to~~ the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19.following:

NOTE 5 – Transactions with Related Persons

	·	270,000 shares were issued in a private placement at $0.50 per share resulting in proceeds of $135,000 to the Company
	·	125,000 shares were issued to a consultant and were valued at the same price of $0.50 as that of the private placement resulting in expenses of $62,500 to the Company

~~Mr.~~NOTE ~~Michael~~4 ~~Mitsunaga,~~– Commitments ~~our President~~ and Director, has made interest-bearing advances to the Company at an interest rate of 8% commencing on October 1, 2021. As of June 30, 2022 and December 31, 2021 the principal balance due to Mr. Mitsunaga was $139,955 and $97,433, respectively. Accrued interest on the same dates was $7,385 and $1,862, respectively. During the three month ended June 30, 2022 pursuant to the terms of a Promissory Note with the Company, Mr. Mitsunaga advanced $7,512 to the Company to help fund its operation. Mr. Mitsunaga has the right to convert $35,000 of his loan balance (included in the balance of $139,955 above) in 36,000,000 shares of the Company’s common stock. On March 4, 2022 when the Promissory Note was executed the trading price of the Company’s common stock was $0.52. As a result the company record stock based compensation, related party of $18,685,000 on its statement of operations for the excess value included in the conversion right.Contingencies

~~NOTE~~There 6were ~~– Subsequent~~no ~~Events~~commitments and contingencies as of September 30, 2022, and December 31, 2021

~~Management~~NOTE ~~has~~5 ~~reviewed~~– Transactions ~~material events subsequent of the period ended June 30, 2022 and prior to the filing of financial statements in accordance~~ with ~~FASB ASC 855 “Subsequent Events”.~~Related Persons

11Mr. Michael Mitsunaga, our President and Director, has made interest-bearing advances to the Company at an interest rate of 8% commencing on November 1, 2021. As of September 30, 2022, and December 31, 2021, the principal balance due to Mr. Mitsunaga was $142,845 and $97,433, respectively. Accrued interest on the same dates was $10,241 and $1,862, respectively. During the three month ended September 30, 2022 pursuant to the terms of a Promissory Note with the Company, Mr. Mitsunaga advanced $2,890 to the Company to help fund its operation. Mr. Mitsunaga has the right to convert $35,000 of his loan balance (included in the balance of $139,955 above) in 36,000,000 shares of the Company’s common stock. On March 4, 2022, when the Promissory Note was executed the trading price of the Company’s common stock was $0.52. As a result the company record stock based compensation, related party of $18,685,000 on its statement of operations for the excess value included in the conversion right.

Additionally, LionsGate, a shareholder of the Company advanced $40,500 to the Company pursuant to the terms of a three month 12% Promissory Note due October 22, 2022. Under the terms of the Note,

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as “may,” “will,“ “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows, (b) our growth strategies, (c) expectations from our ongoing research and development activities, (d) anticipated trends in the technology industry, (e) our future financing plans, and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our filings with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.

Except where the context otherwise requires and for purposes of this Form 10-Q only, the terms “we,” “us,” “our,” “Company” “our Company,” and “Nunzia” refer to Nunzia Pharmaceutical Company, a Utah corporation.

Overview

The Company owns the rights to Nunzia^™ a nutraceutical that treats autism, fragile X, ADHD, and PTSD. We manufacture, market and distribute Nunzia™ direct to consumers through our website, www.nunziapharma.com, and wholesalers. Nunzia™ is a targeted Blocker B that acts to increase sensory, social, and daily living skills, as well as attention span, memory retention, focus, comprehension, and learning while decreasing anxiety, stress, fixations, fidgeting, and outside detractions. Current drugs that attempt to control the symptoms of autism, fragile X, ADHD, and PTSD are broad acting, usually ineffective and include such drugs as Valium, Prozac, amphetamines, and anti-psychotics. These drugs are considered “Hit or Miss”, singly or in combination.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

12Comparison of the three and nine months ended September 30, 2022 , to the three months and nine months ended September 30, 2021

Comparison of the three and six months ended June 30, 2022 , to the three months and six months ended June 30, 2021

Operating Expenses

Total operating expenses for the three months ended ~~June~~September 30, 2022 was $20227,~~100~~429 compared to $634,~~629~~526 for the three months ended ~~June~~September 30, 2021. Total operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2022 was $2018,~~100~~970,659 compared to $1856,~~743,230~~893 for the ~~six~~nine months ended ~~June~~September 30, 2021.

The operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2022 include $18,~~685~~47,~~000~~500 in stock -based compensation compared to $-0- for the comparable period in the prior year.

Liquidity and Capital Resources

As of ~~June~~September 30, 2022, we have no cash on hand, negative working capital of $~~117~~191,~~405~~322 and an accumulated deficit of $198,156,360. Our operations are solely being funded by our President, Mr. Mitsunaga. There are no assurance that he will continue to fund the Company or that alternate sources of financing can be obtained.

These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Other Contractual Obligations

None.

Recent accounting pronouncements not yet adopted

See Note 1 to our consolidated financial statements.

Critical Accounting Policies and Significant Judgments’ and Use of Estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in our Annual Report on Form 10-K for the three months ended ~~June~~September 30, 2022.

Related Party Transactions

See Note 4. to our consolidated financial statements for a discussion of our related party transactions.

Corporate Information

Nunzia Pharmaceutical Company, a Utah corporation, was incorporated in 1986. The Company’s executive office is located at 1627 West 14th Street, Long Beach, CA 90813. The Company’s telephone number is (714) 609-9117. The Company’s telephone number is (714) 609-9117. Our Internet address is www.nunziapharma.com. The public may read and copy any materials we file with the United States Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov which site contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document(s) in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures. As defined under Sections 240.13a-15(e) and 240.15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officer, to allow timely decisions regarding required disclosure.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO have determined and concluded that, as of the end of the period covered by this report, the Company’s internal control over financial reporting was not effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of the end of the period covered by this report:

•	The Company does not have policies and procedures or accounting systems in place to ensure the timely review, disclosure and accurate financial reporting for significant agreements and transactions.

•	The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.

14As of September 30, 2022 are internal controls over disclosure controls and procedures were not effective. Due to our small size, we were not able to immediately take any action to remediate these material weaknesses. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein as of September 30, 2022, we believe that our financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

As of June 30, 2022 are internal controls over disclosure controls and procedures were not effective. Due to our small size, we were not able to immediately take any action to remediate these material weaknesses. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein as of June 30, 2022, we believe that our financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our internal controls over financial reporting were not effective as of ~~June~~September 30, 2022.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 6. Exhibits

Exhibit No.		Description of Exhibit
10.1		IV Warmer License Agreement Dated December 21, 2020 (Incorporated by reference to Form 8-K filed on August 4, 2021)
10.2		Mutual Sales and Marketing Agreement dated April 12, 2021 (Incorporated by reference to the Form 8-K filed on May 7, 2021)
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a).*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a).*
32.1		Certification by the Principal Executive Officer and 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**

_______________

Filed herewith.

Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nunzia Pharmaceutical Company

(Registrant)

Date: October 3, 2022		By: /s/ Sara Gonzales
Date: November 14, 2022	By: /s/ Sara Gonzales
	Name: Sara Gonzales	~~Name: Sara Gonzales~~
	Title: Chief Executive Officer and Director	~~Title: Chief Executive Officer and Director~~
	(Principal Executive Officer)	~~(Principal Executive Officer)~~
Date: October 3, 2022		By: /s/ Michael Mitsunaga
Date: November 14, 2022	By: /s/ Michael Mitsunaga
	Name: Michael Mitsunaga	~~Name: Michael Mitsunaga~~
	Title: President, Chief Financial Officer, Treasurer, Secretary and Director	~~Title: President, Chief Financial Officer, Treasurer, Secretary and Director~~
	(Principal Financial Officer and Principal Accounting Officer)	~~(Principal Financial Officer and Principal Accounting Officer)~~

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