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Form 10-Q NUNZIA PHARMACEUTICAL For: Jun 30

October 3, 2022 8:01 AM EDT

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Table of Contents

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 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 3, 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 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 7
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
     
Item 4. Controls and Procedures 14
     
PART II - OTHER INFORMATION
   
Item 1. Legal Proceedings 16
     
Item 1A. Risk Factors 16
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
     
Item 6. Exhibits 16
     
Signatures 17

 

 

 2 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   June 30,   December 31, 
   2022   2021 
ASSETS        
Current Assets          
Cash  $72   $131 
Prepaid expenses   24,862     
Investment in related party   5,000    5,000 
Total assets  $29,935   $5,131 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
Current liabilities          
Accounts payable and accrued liabilities  $7,385   $1,862 
Related party notes payable   139,955    97,443 
Total current liabilities   147,340    99,305 
Total Liabilities   147,340    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 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 payable   31,650    31,650 
Additional paid-in capital   197,573,064    178,853,134 
Accumulated deficit   (198,156,360)   (179,413,129)
Total stockholders' deficit   (117,405)   (94,174)
Total liabilities and stockholders' deficit  $29,935   $5,131 

 

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

 

 3 

 

 

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

   Three Months   Three Months   Six Months   Six Months 
   Ended   Ended   Ended   Ended 
   June 30,   June 30,   June 30,   June 30, 
   2022   2021   2022   2021 
Revenue  $   $   $   $ 
                     
Operating expense                    
General and administrative expense   20,100    6,629    38,486    22,277 
General and administrative expense - related party           18,704,745     
Total operating expense   20,100    6,629    18,743,230    22,277 
Loss from operations   (20,100)   (6,629)   (18,743,230)   (22,277)
Other income (expense)                
Net loss  $(20,100)  $(6,629)  $(18,743,230)  $(22,277)
                     
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   434,189,578    289,149,345    434,119,578    286,984,962 

 

 

 

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

 

 

 4 

 

 

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 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)

 

 

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

 

 

 5 

 

NUNZIA PHARMACEUTICAL COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   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 

 

 6 

 

 

NUNZIA PHARMACEUTICAL COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

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

 

Basis of Presentation

 

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.

 

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 Annual Report for the year ended December 31, 2021.

 

Organization

 

Nunzia Pharmaceutical Company (the “Company”), was incorporated on November 12, 1986, in the state of Utah under the name of Silver Harvest, Inc. In February 1990, the Company amended its Articles of Incorporation to change its name to Viking Capital Group, Inc. In June 2010, the Company amended its Articles of Incorporation to change its name to its name to Arizona Gold and Onyx Mining 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.

 

On 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.

 

The Company is focused on manufacturing and securing retail space for its nutraceutical products. It is also working on a product that kills bacteria and viruses. The Company’s efforts have been delayed due to the onset and lingering impact of Covid -19 as well as the lack of significant available funding.

 

The Company’s year-end is December 31st.

 

Going Concern

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of June 30, 2022, the Company had an accumulated deficit of $198,156,360. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

 

 

 

 7 

 

 

 

In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

 

NOTE 2 – Summary of Significant Accounting Policies

 

Principles of Consolidation

 

These consolidated financial statements presented are those of the Company and its 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.

 

Management’s Representation of Interim Financial Statements

 

The 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.

 

Accounting estimates

 

The 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.

 

Cash and cash equivalents

 

The Company 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 December 31, 2021, we had $72 and $131 in cash on hand, respectively.

 

 

 

 

 8 

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective 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 those temporary differences and carry-forwards are expected to be recovered or settled. The effect 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 expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

 

Fair Value Measurements

 

Fair value is defined 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:

 

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

 

Level 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

 

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

During 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.

 

Fair Value of Financial Instruments

 

The 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 and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation.  ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that 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 date, and then amortizes the remainder of the expense over the remaining service period. 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.

 

 

 

 

 9 

 

 

Net Income (Loss) Per Share

 

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The Company had no potentially dilutive securities as of June 30, 2021 and December 31, 2021.

 

Recent accounting pronouncements not yet adopted

 

In 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.

 

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.

 

Recent Adopted Accounting Pronouncements

 

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.

 

NOTE 3 – Preferred and Common Stock

 

Preferred Stock

 

The Company has Preferred stock: $1.00 par value; 50,000,000 shares authorized with no shares issued and outstanding.

 

Common Stock

 

The Company has 51,000 shares of Class B Common Stock issued and outstanding as of June 30, 2022. The Class B shares are the only shares eligible to vote for Directors. LionsGate, controlled by the Company’s CEO, holds all Class B common shares.

 

The Company has 1,000,000,000 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.

 

 

 

 10 

 

 

NOTE 4 – Commitments and Contingencies

 

COVID-19 Pandemic and the Coronavirus Aid, Relief, and Economic Security (CARES) Act

 

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

 

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.

 

The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business 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 expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

 

On March 27, 2020, then President Trump signed into law the CARES Act. The CARES Act, among other 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.

 

NOTE 5 – Transactions with Related Persons

 

Mr. Michael Mitsunaga, 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.

 

NOTE 6 – Subsequent Events

 

Management has reviewed 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”.

 

 

 

 11 

 

 

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.

 

 

 

 12 

 

 

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 30, 2022 was $20,100 compared to $6,629 for the three months ended June 30, 2021. Total operating expenses for the six months ended June 30, 2022 was $20,100 compared to $18,743,230 for the six months ended June 30, 2021.

 

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

 

Liquidity and Capital Resources

 

As of June 30, 2022, we have no cash on hand, negative working capital of $117,405 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 30, 2022.

 

 

 13 

 

 

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.

 

 

 

 14 

 

 

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 30, 2022.

 

 

 

 

 15 

 

 

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.

 

 

 

 

 16 

 

 

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

 

 

 

 

 

 

 

 

 17 

 

 

ATTACHMENTS / EXHIBITS

CERTIFICATION

CERTIFICATION

CERTIFICATION

XBRL SCHEMA FILE

XBRL CALCULATION FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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