What changed in this filing

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Item 1. Financial Statements

2021-08-09 compared with 2021-05-11 · 493 added, 1297 removed, 51 unchanged (97% of the section changed)

1 unchanged sentence

Sunshine Biopharma, Inc.

Unaudited Consolidated Balance Sheets

and cash equivalents

$ 1,796,596  

$ 989,888  

26,660  

23,771  

10,993  

Unaudited Condensed Consolidated

Balance Sheets

June 30, 2021

December 31, 2020

Current Assets:

1,841,839  

1,025,943  

(net of $54,565 and $51,485 depreciation,

respectively)

16,629  

19,531  

(net of $58,918 amortization and $556,120 impairment)

$ 1,858,468  

$ 1,045,474  

521,028  

820,454  

payable - related party

143,661  

payable & accrued expenses

148,564  

62,870  

51,533  

24,320  

Cash and cash equivalents

Accounts receivable

Prepaid expenses

Total Current Assets

Other Assets:

Equipment (net of $ 57,924 and $ 51,485 depreciation, respectively)

Patents (net of $ 58,918 amortization and $ 556,120 impairment)

Total Other Assets

Current Liabilities:

864,786  

1,051,305  

portion of notes payable

2,078,071  

949,006  

2,942,857  

2,000,311  

AND CONTINGENCIES

SHAREHOLDERS'

EQUITY (DEFICIT)

Notes payable

Notes payable - related party

Accounts payable & accrued expenses

Interest payable

Total Current Liabilities

Long-Term Liabilities:

Long-term portion of notes payable

Total Long-Term Liabilities

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT

Preferred Stock, Series B $ 0.10 par value per share;

1,000,000 shares;

and outstanding 1,000,000 shares

100,000  

Stock, $0.001 par value per share;

Authorized 3,000,000,000

and outstanding 465,005,925 and 346,419,296 March 31, 2021 and

December 31, 2020, respectively

465,005  

346,418  

paid in excess of par value

24,759,393  

18,820,343  

comprehensive income

Authorized 1,000,000 shares;

outstanding 1,000,000 shares

Common Stock, $ 0.001 par value per share;

Authorized 3,000,000,000 Shares;

Issued and outstanding

486,093,265 and 346,419,296 March 31, 2021 and December 31, 2020, respectively

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated (Deficit)

( 29,282,907 )

( 20,218,727 )

SHAREHOLDERS' EQUITY (DEFICIT)

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

$ 1,858,468  

$ 1,045,474  

Accompanying Notes to These Financial Statements

TOTAL SHAREHOLDERS' DEFICIT

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

See Accompanying Notes To These Financial Statements

Sunshine Biopharma, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive

Income (Loss)

$ 40,058  

$ 11,102  

18,520  

21,538  

& Administrative Expenses:

41,400  

10,893  

19,347  

39,686  

12,129  

& director remuneration

1,021,927  

166,786  

Condensed Consolidated Statements of Operations and Comprehensive Loss

3 Months Ended

6 Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Cost of sales

General & Administrative Expenses:

1,297,184  

44,918  

from Operations

Income (Expense):

10,896  

51,031  

on debt conversions

Other Income (Expense)

Income (Loss) before income taxes

for income taxes

Unrealized Loss from foreign exchange

Comprehensive

Loss per Common Share

Average Common Shares Outstanding

438,794,543  

37,590,084  

Accompanying Notes to These Financial Statements.

Officer & director remuneration

Total General & Administrative Expenses

Loss from Operations

( 1,664,244 )

Other Income (Expenses):

Foreign exchange (loss)

Interest expense

Miscellaneous income

Interest income

Loss on debt conversions

( 2,295,057 )

( 7,205,843 )

Total Other Income (Expenses)

( 2,490,456 )

( 7,399,936 )

Net (loss) before income taxes

( 2,879,054 )

( 9,064,180 )

( 1,001,703 )

Provision for income taxes

( 2,879,054 )

( 9,064,180 )

( 1,001,703 )

Comprehensive Income (Loss):

Unrealized income (loss) from foreign exchange translation

Comprehensive (Loss)

( 2,885,756 )

( 9,072,945 )

( 1,002,568 )

Basic Loss per Common Share

Weighted Average Common Shares Outstanding

See Accompanying Notes To

These Financial Statements

Sunshine Biopharma, Inc.

Unaudited Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Cash Flows

6 Months Ended

June 30, 2021

June 30, 2020

Cash Flows From Operating Activities:

$ ( 9,064,180 )

Adjustments to reconcile net loss to net cash used in operating

and amortization

exchange (gain) loss

issued for services

918,000  

issued for payment interest

on debt conversion

4,910,786  

51,100  

decrease in accounts receivable

decrease in inventory

in prepaid expenses

(decrease) in Accounts Payable & accrued expenses

81,568  

(decrease) in interest payable

27,589  

11,577  

Net Cash Flows (Used) in Operations

Cash Flows From Investing Activities:

Net Cash Flows (Used) in Investing Activities

$ ( 1,001,703 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Foreign exchange (gain) loss

Stock issued for services

Stock issued for payment interest

Loss on debt conversion

Debt & interest release

(Increase) decrease in accounts receivable

(Increase) decrease in inventory

(Increase) in prepaid expenses

Increase (decrease) in Accounts Payable & accrued expenses

Increase (decrease) in interest payable

Net Cash Flows Used in Operating Activities

Cash Flows From Financing Activities:

from notes payable

1,150,000  

of notes payable

Proceeds from notes payable

Note payable to pay fees

Payments of notes payable

Net Cash Flows Provided by Financing Activities

1,102,000  

Cash and Cash Equivalents at Beginning of Period

989,888  

40,501  

increase (decrease) in cash and cash equivalents

804,645  

currency translation adjustment

Net Increase In Cash and cash equivalents

Foreign currency translation adjustment

Cash and Cash Equivalents at End of Period

$ 1,796,596  

$ 10,808  

Supplementary Disclosure of Cash Flow Information:

issued for note conversions including interest

$ 5,139,637  

$ 122,379  

paid for interest

$ 15,271  

paid for income taxes

Accompanying Notes to These Financial Statements

Stock issued for note conversions including interest

Cash paid for interest

Cash paid for income taxes

See Accompanying Notes To These Financial Statements.

Sunshine Biopharma, Inc.

Unaudited Consolidated Statement of Shareholders'

Number of Common Shares Issued

Capital Paid in Excess of Par Value

Number of Preferred Shares Issued

Preferred Stock

Comprehensive Income

Accumulated Deficit

Condensed Consolidated Statement of Shareholders' Equity

Comprehensive

Shares Issued

Three Month Period

Balance March 31, 2021

( 26,403,853 )

( 1,084,389 )

Common stock issued for the reduction of notes payable and payment of interest

( 2,879,054 )

( 2,885,756 )

Balance at June 30, 2021

$ ( 29,282,907 )

Six Month Period

Balance December 31, 2020

35,319,990  

35,320  

16,616,426  

500,000  

50,000  

( 20,218,727 )

Stock issued for the reduction of notes payable

payment of interest

24,355,427  

24,355  

98,024  

122,379  

Balance at March 31, 2020

59,675,417  

$ 59,675  

$ 16,714,450  

500,000  

$ 50,000  

Common stock issued for the reduction of note payable and payment of interest

Common stock issued for services

( 9,064,180 )

( 9,072,945 )

Balance at June 30, 2021

$ ( 29,282,907 )

Three Months Period

March 31, 2020

( 17,528,895 )

Common stock issued for the reduction of note payable and payment of interest

Preferred stock issued for services

Balance at June 30, 2020

$ ( 18,436,339 )

Six Months Period

Balance December 31, 2019

346,419,296  

346,418  

18,820,343  

1,000,000  

100,000  

( 17,434,636 )

Stock issued for the reduction of notes payable

payment of interest

58,586,629  

58,587  

5,081,050  

5,139,637  

stock issued for services

60,000,000  

60,000  

858,000  

918,000  

Balance at March 31, 2021

465,005,925  

$ 465,005  

$ 24,759,393  

1,000,000  

$ 100,000  

Common stock issued for the reduction of note payable and payment of interest

Preferred stock issued for services

( 1,001,703 )

See Accompanying Notes to These Financial

( 1,002,568 )

Balance at June 30, 2020

$ ( 18,436,339 )

See Accompanying Notes To These Financial Statements.

Sunshine Biopharma, Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three Month Interim Periods Ended March 31, 2021 and

Note 1 –

Nature of Business and Basis of

Unaudited Condensed Consolidated Financial Statements

For the Three and Six Month Interim Periods Ended June 30, 2021

Note 1 – Nature of Business and Basis

of Presentation

Sunshine Biopharma, Inc.

(the "Company") was originally

incorporated under the name Mountain West Business Solutions, Inc.

(the "Company")

was originally incorporated under the name Mountain West Business Solutions, Inc.

on August 31, 2006, in the State of Colorado.

Until October

the Company was operating as a business consultancy

Effective October 15, 2009, the Company acquired Sunshine

Biopharma, Inc.

in a transaction classified as a reverse

2009, the Company was operating as a business consultancy firm.

Effective October 15, 2009, the Company acquired

Sunshine Biopharma, Inc.

was holding an exclusive

license to a new anticancer drug bearing the laboratory name,

Adva-27a (the “License Agreement”).

Upon completion of

the reverse acquisition transaction, the Company changed its name

to Sunshine Biopharma, Inc.

and began operating as a pharmaceutical

company focusing on the development of the licensed Adva-27a

anticancer drug.

In October 2012, the Company published the results of its initial

preclinical studies of Adva-27a in the peer-reviewed

journal, ANTICANCER RESEARCH.

The studies were conducted in

collaboration with Binghamton University, a State University of New

York, and Ecole Polytechnique, Universite de Montreal.

publication is entitled “Adva-27a, a Novel Podophyllotoxin

Derivative Found to Be Effective Against Multidrug Resistant Human

Cancer Cells”

[ANTICANCER RESEARCH Volume 32, Pages 4423-4432

In July 2014, the Company formed a wholly owned Canadian

subsidiary, Sunshine Biopharma Canada Inc.

(“Sunshine

Canada”) for the purposes of offering generic pharmaceutical

in a transaction classified as a reverse acquisition.

Sunshine Biopharma, Inc.

was holding an exclusive license

to a new anticancer drug bearing the laboratory name, Adva-27a (the “License Agreement”).

Upon completion of the reverse acquisition

transaction, the Company changed its name to Sunshine Biopharma, Inc.

and began operating as a pharmaceutical company focusing on the

development of the licensed Adva-27a anticancer drug.

In October 2012, the Company published the results

of its initial preclinical studies of Adva-27a in the peer-reviewed journal, ANTICANCER RESEARCH.

The studies were conducted in collaboration

with Binghamton University, a State University of New York, and Ecole Polytechnique, Universite de Montreal.

The publication is entitled

“Adva-27a, a Novel Podophyllotoxin Derivative Found to Be Effective Against Multidrug Resistant Human Cancer Cells” [ANTICANCER

RESEARCH Volume 32, Pages 4423-4432 (2012)].

In July 2014, the Company formed a wholly owned

Canadian subsidiary, Sunshine Biopharma Canada Inc.

(“Sunshine Canada”) for the purposes of offering generic pharmaceutical

products in Canada and elsewhere around the world.

Sunshine Canada

has transitioned its focus to the development and marketing of

Science-Based Nutritional Supplements.

December 2015, the Company acquired all worldwide issued (US Patent

Number 8,236,935, and 10,272,065) and pending patents under

PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a anticancer

compound from Advanomics Corporation, a related party, and

terminated the License Agreement.

Sunshine Canada has recently transitioned its focus to the development and marketing

of Science-Based Nutritional Supplements.

In December 2015, the Company acquired all worldwide

issued (US Patent Number 8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a

anticancer compound from Advanomics Corporation, a related party, and terminated the License Agreement.

In 2016, the remaining value of

these patents was impaired.

The Company is however continuing

development of the Adva-27a anticancer drug covered by these

In March 2018, the Company formed NOX Pharmaceuticals, Inc., a

wholly owned Colorado corporation and assigned all of the

Company’s interest in the Adva27a anticancer drug to that

NOX Pharmaceuticals Inc.’s mission is to research,

develop and commercialize proprietary drugs including

In December 2018, the Company launched its first Science-Based

Nutritional Supplements product, Essential-9 tm ,

an over-the-counter tablet comprised of the nine (9) essential

amino acids that the human body cannot make.

Essential-9 tm  

been authorized for marketing by Health Canada under NPN

Effective February 1, 2019, the Company completed a 20 to 1 reverse

split of its Common Stock, reducing the issued and outstanding

shares of Common Stock from 1,713,046,242 to 85,652,400 (the

“First Reverse Stock Split”).

The Company’s

authorized capital of Common Stock remained as previously

established at 3,000,000,000 shares.

In November 2019, the Company received Health Canada approval for a

new Calcium-Vitamin D supplement.

Health Canada issued NPN 80093432

through which it authorized the Company to manufacture and sell the

new Calcium-Vitamin D supplement under the brand name

“Essential Calcium-Vitamin-D tm .

Effective April 6, 2020, the Company completed another 20 to 1

reverse split of its Common Stock, reducing the issued and

outstanding shares of Common Stock from 1,193,501,925 to 59,675,417

(the “Second Reverse Stock Split”).

The number of

Common Shares authorized for issuance remained as previously

established at 3,000,000,000 shares.

All references to the

Company’s Common Stock in this Report, including the

Company's financial statements reflect both the First and Second

Reverse Stock Split on a retroactive basis.

On May 22, 2020, the Company filed a patent application in the

United States for a new treatment for Coronavirus infections.

Company’s patent application covers composition subject

matter pertaining to small molecules for inhibition of the main

Coronavirus protease, Mpro, an enzyme that is essential for viral

The Company is however continuing development of the Adva-27a anticancer drug covered by these patents.

In March 2018, the Company formed NOX Pharmaceuticals,

Inc., a wholly owned Colorado corporation and assigned all of the Company’s interest in the Adva-27a anticancer drug to that company.

NOX Pharmaceuticals Inc.’s mission is to research, develop and commercialize proprietary drugs including Adva-27a.

In December 2018, the Company launched its first Science-Based Nutritional

Supplements product, Essential 9 ™ , an over-the-counter tablet comprised

of the nine (9) essential amino acids that the human body cannot make.

Essential 9 ™

has been authorized for marketing by Health Canada under NPN 80089663.

February 1, 2019, the Company completed a 20 to 1 reverse split of its Common Stock, reducing the issued and outstanding shares of Common

Stock from 1,713,046,242 to 85,652,400 (the “First Reverse Stock Split”).

The Company’s authorized capital of

Common Stock remained as previously established at 3,000,000,000 shares.

Effective April 6, 2020, the Company completed

another 20 to 1 reverse split of its Common Stock, reducing the issued and outstanding shares of Common Stock from 1,193,501,925 to 59,675,417

(the “Second Reverse Stock Split”).

The number of Common Shares authorized for issuance remained as previously established

at 3,000,000,000 shares.

All references to the Company’s Common Stock in this Report, including the Company's financial statements

reflect both the First and Second Reverse Stock Split on a retroactive basis.

On May 22, 2020, the Company filed a provisional

patent application in the United States for a new treatment for Coronavirus infections.

The Company’s patent application covers

composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential

for viral replication.

The patent application has a priority date of May 22, 2020.

On April 30, 2021, the Company filed

a PCT application containing new research results and extending

coverage to include the Coronavirus Papain-Like protease, PLpro.

The priority date of May 22, 2020 has been maintained in the newly

filed PCT application.

On June 17, 2020, the Company filed an amendment to its Articles of

Incorporation (the “Amendment”) with the State of

Colorado, to eliminate the Series “A”

Preferred Shares

consisting of Eight Hundred and Fifty Thousand (850,000) shares,

par value $0.10 per share, and the designation thereof, which

shares were returned to the status of undesignated shares of

Preferred Stock.

In addition, the Amendment increased the number of

authorized Series “B”

Preferred Shares from Five

Hundred Thousand (500,000) to One Million (1,000,000)

Also on June 17, 2020, the Company issued Five Hundred Thousand

(500,000) shares of Series “B”

Preferred Stock in favor

Slilaty, the Company’s CEO, in consideration

for the COVID-19 treatment technology he developed.

“B”

Preferred Stock is non-convertible, non-redeemable,

non-retractable and has a superior liquidation value of $0.10 per

Each share of Series “B”

Preferred Stock is

entitled to 1,000 votes per share.

This issuance brought the

total number of Series “B”

Preferred Stock held by Dr.

Slilaty to 1,000,000 shares.

September 8, 2020, the Company executed a financing agreement with

RB Capital Partners, Inc., La Jolla, CA, who has agreed to provide

the Company with a minimum of $2 million in convertible debt

financing during the ensuing three to six month period pursuant to

the terms and conditions included in relevant Promissory Notes (the

“Promissory Notes”).

The Promissory Notes bear interest

at the rate of 5% per annum and are fully convertible into shares

of the Company’s Common Stock at a conversion price equal to

the market value of the Company’s Common Stock on the

applicable conversion date or $0.30 per share, whichever is

The Promissory Notes have a maturity date of two years

from the date of issuance and must be fully converted on or before

the maturity date.

The Company has the right to pay off all or any

part of the Promissory Notes at any time without penalty.

March 31, 2021, the Company has received a total of $2,054,000 in

funding under this agreement.

October 6, 2020, the Company entered into a Research Agreement (the

“Agreement”) with the University of Georgia Research

Foundation, Inc.

(“UGARF”), representing the University

of Georgia (“UGA”).

The purpose of the Agreement is to

memorialize the terms of the Company working together with UGA to

conduct the necessary research and development to advance the

Company’s Anti-Coronavirus lead compound, SBFM-PL4 (or

derivatives thereof) through various stages of preclinical

development, animal studies and clinical trials for Coronavirus

The Agreement grants the Company an exclusive worldwide

license for all of the intellectual property developed by UGA,

whether alone or jointly with the Company.

January 26, 2021, the Company received a Notice of Allowances from

the Canadian Intellectual Property Office for a new patent

application covering Adva-27a.

The newly issued patent contains new

subject matter and extends the proprietary protection of Adva-27a

in Canada until 2033.

February 4, 2021, the Company entered into an exclusive license

agreement with the University of Georgia (“UGA”) for

two Anti-Coronavirus compounds which UGA had previously developed

and patented.

The Company and UGA will advance the development of

these two compounds in parallel with the Company’s own

Anti-Coronavirus compound, SBFM-PL4.

March 1, 2021, the Company launched a new eCommerce website,

Nutrition.SushineBiopharma.com.

The site offers over 20

Science-Based Nutritional Supplements products ranging from

essential amino acids and rich protein powders to balanced vitamins

and crucial micronutrients.

All of the Company’s

Science-Based Nutritional Supplements are manufactured and tested

in Canada under GMP conditions.

March 9, 2021, the Company received a Notice of Allowance from the

European Patent Office for a new patent application covering

The newly issued patent contains new subject matter and

extends the proprietary protection of Adva-27a in Europe until

The equivalent patent in the United States was issued in 2019

(US Patent Number 10,272,065).

Company's financial statements reflect both the First and Second

Reverse Stock Split on a retroactive basis and represent the

consolidated activity of Sunshine Biopharma, Inc.

subsidiaries (Sunshine Biopharma Canada Inc.

Pharmaceuticals Inc.) herein collectively referred to as the

On April 30, 2021, the Company filed a PCT application

containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro.

The priority date of May

22, 2020 has been maintained in the newly filed PCT application.

On June 17, 2020, the Company filed an amendment

to its Articles of Incorporation (the “Amendment”) with the State of Colorado, to eliminate the Series “A” Preferred

Shares consisting of Eight Hundred and Fifty Thousand (850,000) shares, par value $0.10 per share, and the designation thereof, which

shares were returned to the status of undesignated shares of Preferred Stock.

In addition, the Amendment increased the number of authorized

Series “B” Preferred Shares from Five Hundred Thousand (500,000) to One Million (1,000,000) shares.

Also on June 17, 2020, the Company issued Five

Hundred Thousand (500,000) shares of Series “B” Preferred Stock in favor of Dr.

Slilaty, the Company’s CEO,

in consideration for the COVID-19 treatment technology he developed.

The Series “B” Preferred Stock is non-convertible, non-redeemable,

non-retractable and has a superior liquidation value of $0.10 per share.

Each share of Series “B” Preferred Stock is entitled

to 1,000 votes per share.

This issuance brought the total number of Series “B” Preferred Stock held by Dr.

Slilaty to 1,000,000

On September 8, 2020, the Company executed a financing

agreement with RB Capital Partners, Inc., La Jolla, CA, (“RB Capital”) who agreed to provide the Company with a minimum

of $2 million in convertible debt financing during the ensuing three to six month period pursuant to the terms and conditions included

in relevant Promissory Notes (the “Promissory Notes”).

The Promissory Notes bear interest at the rate of 5 % per annum and

have a maturity date of two years from the date of issuance.

The Company has the right to pay off all or any part of the Promissory Notes

at any time without penalty.

As of June 30, 2021, the Company has received a total of $ 2,554,000 in funding under this agreement.

Effective October 6, 2020, the Company

entered into a Research Agreement (the “Agreement”) with the University of Georgia Research Foundation, Inc.

(“UGARF”), representing the University of Georgia (“UGA”).

The purpose of the Agreement is to memorialize

the terms of the Company working together with UGA to conduct the necessary research and development to advance the Company’s

Anti-Coronavirus lead compound, SBFM-PL4 (or derivatives thereof) through various stages of preclinical development, animal studies

and clinical trials for Coronavirus infections.

The Agreement grants the Company an exclusive worldwide license for all of the

intellectual property developed by UGA, whether developed alone or jointly with the Company.

On January 26, 2021, the Company received a Notice

of Allowances from the Canadian Intellectual Property Office for a new patent application covering Adva-27a.

The newly issued patent contains

new subject matter and extends the proprietary protection of Adva-27a in Canada until 2033.

On February 4, 2021, the Company entered into

an exclusive license agreement with the University of Georgia (“UGA”) for two Anti-Coronavirus compounds which UGA had previously

developed and patented.

The Company and UGA will advance the development of these two compounds in parallel with the Company’s

own Anti-Coronavirus compound, SBFM-PL4.

On March 9, 2021, the Company received a Notice

of Allowance from the European Patent Office for a new patent application covering Adva-27a.

The newly issued patent contains new subject

matter and extends the proprietary protection of Adva-27a in Europe until 2033.

The equivalent patent in the United States was issued

in 2019 (US Patent Number 10,272,065).

The Company's financial statements reflect both

the First and Second Reverse Stock Split on a retroactive basis and represent the consolidated activity of Sunshine Biopharma, Inc.

its subsidiaries (Sunshine Biopharma Canada Inc.

and NOX Pharmaceuticals Inc.) herein collectively referred to as the "Company".

Impact of Coronavirus (COVID-19) Pandemic

March 2020, the World Health Organization declared Coronavirus and

In March 2020, the World Health Organization declared Coronavirus and

its associated disease, COVID-19, a global pandemic.

surrounding the Coronavirus outbreak are evolving rapidly and

government authorities around the world have implemented emergency

measures to mitigate the spread of the virus.

The outbreak and

related mitigation measures have had and will continue to have a

material adverse impact on the world economies and the Company's

business activities.

It is not possible for the Company to predict

the duration or magnitude of the adverse conditions of the outbreak

and their effects on the Company’s business or ability to

Conditions surrounding the Coronavirus outbreak have been and are continuing to evolve

Government authorities in the U.S.

and around the world have implemented emergency measures to mitigate the spread of the virus.

The outbreak and related mitigation measures have had and will continue to have a material adverse impact on the world economies and the

Company's business activities.

It is not possible for the Company to predict the duration or magnitude of the adverse conditions of the

outbreak and their effects on the Company’s business or ability to raise funds.

No adjustments have been made to the amounts reported

in the Company's financial statements as a result of this

in the Company's financial statements as a result of this matter.

Basis of Presentation of Unaudited Financial

The unaudited financial statements of the Company for the three

month period ended March 31, 2021 and 2020 have been prepared in

accordance with accounting principles generally accepted in the

United States of America for interim financial information and

pursuant to the requirements for reporting on Form 10-Q and

Regulation S-X.

Accordingly, they do not include all the

information and footnotes required by accounting principles

generally accepted in the United States of America for complete

financial statements.

However, such information reflects all

adjustments (consisting solely of normal recurring adjustments),

which are, in the opinion of management, necessary for the fair

presentation of the financial position and the results of

Results shown for interim periods are not necessarily

indicative of the results to be obtained for a full fiscal year.

The balance sheet information as of December 31, 2020 was derived

from the audited financial statements included in the Company's

financial statements as of and for the year ended December 31, 2020

included in the Company’s Annual Report on Form 10-K filed

with the Securities and Exchange Commission (the “SEC”)

on March 30, 2021.

These financial statements should be read in

conjunction with that report.

The unaudited financial statements of the Company

for the three and six month periods ended June 30, 2021 and 2020 have been prepared in accordance with accounting principles generally

accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q

and Regulation S-X.

Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted

in the United States of America for complete financial statements.

However, such information reflects all adjustments (consisting solely

of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position

and the results of operations.

Results shown for interim periods are not necessarily indicative of the results to be obtained for a full

The balance sheet information as of December 31, 2020 was derived from the audited financial statements included in the Company's

financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with

the Securities and Exchange Commission (the “SEC”) on March 30, 2021.

These financial statements should be read in conjunction

with that report.

Recently Issued Accounting Pronouncements

December 2019, the FASB issued ASU 2019-12 “Income Taxes

Simplifying the Accounting for Income Taxes.”

This guidance removes certain exceptions to the general principles

in Topic 740 and provides consistent application of U.S.

clarifying and amending existing guidance.

The effective date of

the new guidance for public companies is for fiscal years beginning

after December 15, 2020 and interim periods within those fiscal

In December 2019, the FASB issued ASU 2019-12

“Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.” This guidance removes certain exceptions to the general

principles in Topic 740 and provides consistent application of U.S.

GAAP by clarifying and amending existing guidance.

The effective date

of the new guidance for public companies is for fiscal years beginning after December 15, 2020 and interim periods within those fiscal

Early adoption is permitted.

The Company is currently

evaluating the timing of adoption and impact of the updated

guidance on its financial statements.

Note 2 –

Going Concern and Liquidity

March 31, 2021 and December 31, 2020, the Company had $1,796,596

and $989,888 in cash on hand, respectively, and limited

revenue-producing business.

Additionally, as of March 31, 2021 and

December 31, 2020, the outstanding liabilities of the Company

totaled $2,942,857 and $2,000,311, respectively.

The Company is currently evaluating the timing of adoption and impact of the updated guidance on its

financial statements.

In February 2020, the FASB issued ASU 2020-02, Financial

Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin

119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No.

2016-02, Leases (Topic 842) which

amends the effective date of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will be effective

for the Company for interim and annual periods in fiscal years beginning after December 15, 2022.

The Company believes the adoption will

modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations.

Company is in the process of determining the effects adoption will have on its consolidated financial statements.

2020, the FASB issued ASU 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) , (“ASU 2020-06”).

ASU 2020-06 simplifies the

accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts

on an entity’s own equity.

The ASU2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim

periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December

15, 2020, including interim periods within those fiscal years.

The Company is evaluating the impact of this guidance on its unaudited

consolidated financial statements.

Note 2 – Going Concern and Liquidity

As of June 30, 2021 and December 31, 2020, the

Company had $ 1,735,094 and $ 989,888 in cash on hand, respectively, and limited revenue-producing business.

Additionally, as of June 30,

2021 and December 31, 2020, the outstanding liabilities of the Company totaled $ 2,689,778 and $ 2,000,311 , respectively.

These factors

raise substantial doubts about the Company’s ability to

continue as a going concern.

consolidated financial statements included in this Report have been

prepared on a going concern basis, which contemplates the

realization of assets and the settlement of liabilities and

commitments in the normal course of business.

Based on past

experience, the Company believes that it will be able to raise the

necessary capital through debt and equity issuances to fund ongoing

operating expenses.

raise substantial doubts about the Company’s ability to continue as a going concern.

The consolidated financial statements included

in this Report do not include any adjustments that may result from

the outcome of any going concern uncertainty.

is no assurance that these events will be satisfactorily completed.

Any issuance of convertible debt or equity securities, if

accomplished, could cause substantial dilution to existing

stockholders.

Any failure by the Company to successfully implement

these plans would have a material adverse effect on its business,

including the possible inability to continue

Note 3 –

Notes Payable

Company’s Notes Payable at March 31, 2021 consisted of the

A Note Payable dated December 31, 2018 having a Face Value of

$136,744 and accruing interest at 12% was due December 31, 2019.

October 1, 2019, the holder of this note requested to convert

$30,000 in principal amount into 1,500,000 shares of Common Stock,

leaving a principal balance $106,744.

On December 31, 2019, the

Company renewed the remaining principal balance of this Note,

together with accrued interest of $15,509 for a 12-month period.

The new Note has a Face Value of $122,253 and accrues interest at

This Note matured on December 31, 2020.

On August 27, 2020,

the holder of this Note transferred all of its interest therein to

a third party and on September 4, 2020, the Company agreed to

render the Note convertible at $0.001 per share.

Through March 31,

2021, an aggregate principal amount of $111,225 of this Note plus

accrued interest of $9,775 was converted into 121,000,000 shares of

Common Stock valued at $5,822,600 resulting in a loss of

The remaining principal balance of $11,028 of this Note

is currently past due and the Company is in discussion with the

holder to extend the due date.

On April 17, 2020, the Company’s Canadian subsidiary received

a CEBA Loan (Canada Emergency Business Account Loan) from CIBC

(Canadian Imperial Bank of Commerce) in the principal amount of

$40,000 Canadian ($29,352 US) as part of the Canadian

government’s COVID-19 relief program.

The CEBA Loan is

non-interest bearing if repaid on or before December 31, 2022 (the

“Termination Date”).

The CEBA Loan is considered repaid

in full if the borrower repays 75% of the Principal Amount on or

before the Termination Date.

If the CEBA Loan is not repaid in full

on or before the Termination Date, the lender will automatically

extend the term of the loan by three years until December 31, 2025

(the “Extension Period”).

During the Extension Period,

interest will be charged, and will accrue on the outstanding amount

of the CEBA Loan at a fixed rate of 5% per year, calculated daily

and compounded monthly.

The outstanding balance of the CEBA Loan

and all accrued interest will be due at the end of the Extension

On April 27, 2020, the Company received a Paycheck Protection

Program loan ("PPP Loan") in the principal amount of $50,655 from

the US Small Business Administration (“SBA”) as part of

the US government’s COVID-19 relief program.

accrues interest at the rate of 1% per annum.

The Company is

obligated to make payments of principal and interest totaling

$2,133 each month commencing on November 27, 2020, with any

remaining balances due and payable on or before April 27, 2022.

proceeds derived from this loan may only be used for payroll costs,

interest on mortgages, rent and utilities (“Admissible

Expenses”).

In addition, the Paycheck Protection Program

provides for conditional loan forgiveness if the Company utilizes

at least 75% of the proceeds from the loan to pay Admissible

On December 15, 2020, the Company applied to the funding

bank for forgiveness of this loan per SBA guidance.

in this Report have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities

and commitments in the normal course of business.

Based on past experience, the Company believes that it will be able to raise the necessary

capital through debt and equity issuances to fund ongoing operating expenses.

The consolidated financial statements included in this Report

do not include any adjustments that may result from the outcome of any going concern uncertainty.

There is no assurance that these events will be

satisfactorily completed.

Any issuance of convertible debt or equity securities, if accomplished, could cause substantial dilution to

existing stockholders.

Any failure by the Company to successfully implement these plans would have a material adverse effect on its business,

including the possible inability to continue operations.

Note 3 – Notes Payable

The Company’s Notes Payable at June 30,

2021 consisted of the following:

A Note Payable dated December 31, 2018 having

a Face Value of $ 136,744 and accruing interest at 12 % was due December 31, 2019 .

On October 1, 2019, the holder of this note requested

to convert $ 30,000 in principal amount into 1,500,000 shares of Common Stock, leaving a principal balance $ 106,744 .

On December 31, 2019,

2020, the Company received notification that the funding bank has

approved forgiveness of the loan in its entirety and that it has

submitted a request to the SBA for final approval.

On February 22,

2021, the funding bank informed the Company that the SBA has fully

forgiven the loan.

On July 7, 2020, the Company received monies in exchange for a Note

Payable having a Face Value of $48,000 with interest accruing at 8%

is due July 7, 2021.

The Note is convertible after 180 days from

issuance into Common Stock at a price 35% below market value.

January 5, 2021, the Company paid off the entire principal balance

of this Note, together with accrued interest and prepayment

penalties of $15,271 by issuing cash payment of

On July 27, 2020, the Company received monies in exchange for a

Note Payable having a Face Value of $102,000 with interest accruing

at 8% is due July 27, 2021.

The Note is convertible after 180 days

from issuance into Common Stock at a price 30% below market value.

On January 29, 2021, the entire principal amount of $102,000 of

this Note plus accrued interest of $4,171 was converted into

5,044,456 shares of Common Stock valued at $484,268 resulting in a

loss of $378,097.

On August 14, 2020, the Company received monies in exchange for a

Note Payable having a Face Value of $67,000 with interest accruing

at 8% is due August 14, 2021.

the Company renewed the remaining principal balance of this Note, together with accrued interest of $ 15,509 for a 12-month period.

new Note has a Face Value of $ 122,253 and accrues interest at 12 %.

This Note matured on December 31, 2020 .

On August 27, 2020, the holder

of this Note transferred all of its interest therein to RB Capital and in connection with a financing agreement with RB Capital, the Company

agreed to render the Note convertible at $0.001 per share.

Through June 30, 2021, the entire principal amount of $ 122,253 of this Note

and all accrued interest of $ 14,247 was converted into 136,500,000 shares of Common Stock valued at $ 7,884,100 resulting in a loss of

$ 7,747,600 .

On April 17, 2020, the Company’s

Canadian subsidiary received a CEBA Loan (Canada Emergency Business Account Loan) from CIBC (Canadian Imperial Bank of Commerce) in

the principal amount of $ 40,000

Canadian ($29,352 US) as part of the Canadian government’s COVID-19 relief program.

The CEBA Loan is non-interest bearing if

repaid on or before December 31, 2022 (the “Termination Date”).

The CEBA Loan is considered repaid in full if the

borrower repays 75% of the Principal Amount on or before the Termination Date.

On June 15, 2021, the Company paid 75% 30,000 of this

loan and the remaining 25% 20000 was forgiven.

On April 27, 2020, the Company received a Paycheck

Protection Program loan ("PPP Loan") in the principal amount of $ 50,655 from the US Small Business Administration (“SBA”)

as part of the US government’s COVID-19 relief program.

This loan accrues interest at the rate of 1 % per annum.

The Company is obligated

to make payments of principal and interest totaling $ 2,133 each month commencing on November 27, 2020, with any remaining balances due

and payable on or before April 27, 2022.

The proceeds derived from this loan may only be used for payroll costs, interest on mortgages,

rent and utilities (“Admissible Expenses”).

In addition, the Paycheck Protection Program provides for conditional loan forgiveness

if the Company utilizes at least 75% of the proceeds from the loan to pay Admissible Expenses.

On December 15, 2020, the Company applied

to the funding bank for forgiveness of this loan per SBA guidance.

On December 18, 2020, the Company received notification that the funding

bank has approved forgiveness of the loan in its entirety and that it has submitted a request to the SBA for final approval.

22, 2021, the funding bank informed the Company that the SBA has fully forgiven the loan.

On July 7, 2020, the Company received monies in

exchange for a Note Payable having a Face Value of $ 48,000 with interest accruing at 8 % is due July 7, 2021 .

The Note is convertible after

days from issuance into Common Stock at a price 30% below market

180 days from issuance into Common Stock at a price 35% below market value.

On January 5, 2021, the Company paid off the entire principal

balance of this Note, together with accrued interest and prepayment penalties of $ 15,271 by issuing cash payment of $ 63,271 .

On July 27, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $ 102,000 with interest accruing at 8 % is due July 27, 2021 .

The Note is convertible

after 180 days from issuance into Common Stock at a price 30% below market value.

On January 29, 2021, the entire principal amount of

$ 102,000 of this Note plus accrued interest of $ 4,171 was converted into 5,044,456 shares of Common Stock valued at $ 484,268 resulting

in a loss of $ 378,097 .

On August 14, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $ 67,000 with interest accruing at 8 % is due August 14, 2021 .

The Note is convertible

after 180 days from issuance into Common Stock at a price 30% below market value.

On February 22, 2021, the entire principal amount of

of this Note plus accrued interest of $2,680 was converted into

542,173 shares of Common Stock valued at $119,169 resulting in a

loss of $49,489.

On September 14, 2020, the Company received monies in exchange for

a Note Payable having a Face Value of $250,000 with interest

accruing at 5% is due September 14, 2022.

$ 67,000 of this Note plus accrued interest of $ 2,680 was converted into 542,173 shares of Common Stock valued at $ 119,169 resulting in

a loss of $ 49,489 .

On September 14, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $250,000 with interest accruing at 5 % is due September 14, 2022 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to

$0.30 per share.

after 180 days from issuance into Common Stock at a price equal to $ 0.30 per share.

On June 2, 2021, the entire principal amount of $ 250,000

of this Note plus all accrued interest of $ 8,850 converted into 862,833 shares of Common Stock valued at $ 170,841 resulting in a gain

of $ 88,009 .

On September 24, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $ 50,000 with interest accruing at 5 % is due September 24, 2022 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to $ 0.30 per share.

The Company analyzed the conversion feature of the

note for a beneficial conversion feature on the commitment date of

March 13, 2021 which is 180 days after the issuance date,

determined that there was no beneficial conversion feature on March

On September 24, 2020, the Company received monies in exchange for

a Note Payable having a Face Value of $50,000 with interest

accruing at 5% is due September 24, 2022.

note for a beneficial conversion feature on the commitment date on March 23, 2021 which is 180 days after the issuance date, and determined

that there was no beneficial conversion feature on June 30, 2021.

On October 20, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $ 250,000 with interest accruing at 5 % is due October 20, 2022 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to

$0.30 per share.

after 180 days from issuance into Common Stock at a price equal to $ 0.30 per share.

On June 2, 2021, the entire principal amount of $ 250,000

of this Note plus all accrued interest of $ 7,600 was converted into 858,666 shares of Common Stock valued at $ 170,016 resulting in a gain

of $ 87,584 .

On November 19, 2020, the Company received

monies in exchange for a Note Payable having a Face Value of $ 250,000

with interest accruing at 8 %

is due August

The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value.

19, 2021, the Company paid off the entire principal balance 0 of this Note, together with accrued interest and prepayment penalties

by issuing cash payment of $ 376,881 .

On November 24, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $ 260,000 with interest accruing at 8 % is due November 24, 2021 .

The Note is convertible

after 180 days from issuance into Common Stock at a price 30% below market value.

On June 1, 2021, the entire principal amount of $ 260,000

of this Note plus all accrued interest of $ 10,428 was converted into 3,865,841 shares of Common Stock valued at $ 695,078 resulting in

a loss of $ 424,650 .

On November 25, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $ 250,000 with interest accruing at 5 % is due November 25, 2022 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to $ 0.30 per share.

The Company analyzed the conversion feature of the

note for a beneficial conversion feature on the commitment date on

March 23, 2021 which is 180 days after the issuance date,

determined that there was no beneficial conversion feature on March

On October 20, 2020, the Company received monies in exchange for a

Note Payable having a Face Value of $250,000 with interest accruing

at 5% is due October 20, 2022.

The Note is convertible after 180

days from issuance into Common Stock at a price equal to $0.30 per

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date on April

18, 2021 which is 180 days after the issuance date.

On November 19, 2020, the Company received monies in exchange for a

Note Payable having a Face Value of $250,000 with interest accruing

at 8% is due August 19, 2021.

The Note is convertible after 180

days from issuance into Common Stock at a price 35% below market

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date on May

18, 2021 which is 180 days after the issuance date.

On November 24, 2020, the Company received monies in exchange for a

Note Payable having a Face Value of $260,000 with interest accruing

at 8% is due November 24, 2021.

The Note is convertible after 180

days from issuance into Common Stock at a price 30% below market

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date on May

23, 2021 which is 180 days after the issuance date.

On November 25, 2020, the Company received monies in exchange for a

Note Payable having a Face Value of $250,000 with interest accruing

at 5% is due November 25, 2022.

The Note is convertible after 180

days from issuance into Common Stock at a price equal to $0.30 per

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date on May

24, 2021 which is 180 days after the issuance date.

On December 2, 2020, the Company received monies in exchange for a

Note Payable having a Face Value of $104,215 with interest accruing

at 5% is due December 2, 2022.

The Note is convertible after 180

days from issuance into Common Stock at a price equal to $0.30 per

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date on May

31, 2021 which is 180 days after the issuance date.

On January 12, 2021, the Company received monies in exchange for a

Note Payable having a Face Value of $150,000 with interest accruing

at 5% is due January 12, 2023.

The Note is convertible after 180

days from issuance into Common Stock at a price equal to $0.30 per

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date of July

11, 2021 which is 180 days after the issuance date.

On January 27, 2021, the Company received monies in exchange for a

Note Payable having a Face Value of $300,000 with interest accruing

at 5% is due January 27, 2023.

The Note is convertible after 180

days from issuance into Common Stock at a price equal to $0.50 per

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date of July

26, 2021 which is 180 days after the issuance date.

On February 12, 2021, the Company received monies in exchange for a

Note Payable having a Face Value of $700,000 with interest accruing

at 5% is due February 12, 2023.

The Note is convertible after 180

days from issuance into Common Stock at a price equal to $0.60 per

The Company will analyze the conversion feature of the note

for a beneficial conversion feature on the commitment date of

11, 2021 which is 180 days after the issuance

At March 31, 2021 and December 31, 2020, total accrued interest on

Notes Payable was $51,533 and $24,320, respectively.

Note 4 –

Notes Payable - Related Party

Notes Payable at March 31, 2021 held by related parties consist of

the following:

A Note Payable dated December 31, 2019 held by the CEO of the

Company having a Face Value of $128,269 and accruing interest at

12% was due December 31, 2020.

On December 31, 2020, the Company

renewed the Note together with accrued interest of $15,392 for a

12-month period.

note for a beneficial conversion feature on the commitment date on May 24, 2021, which is 180 days after the issuance date, and determined

that there was no beneficial conversion feature on June 30, 2021.

On December 2, 2020, the Company received monies

in exchange for a Note Payable having a Face Value of $ 104,215 with interest accruing at 5 % is due December 2, 2022 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to $ 0.30 per share.

The Company analyzed the conversion feature of the

note for a beneficial conversion feature on the commitment date on May 31, 2021, which is 180 days after the issuance date, and determined

that there was no beneficial conversion feature on June 30, 2021.

On January 12, 2021, the Company received monies

in exchange for a Note Payable having a Face Value of $ 150,000 with interest accruing at 5 % is due January 12, 2023 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to $ 0.30 per share.

The Company will analyze the conversion feature of

the note for a beneficial conversion feature on the commitment date of July 11, 2021 which is 180 days after the issuance date.

On January 27, 2021, the Company received monies

in exchange for a Note Payable having a Face Value of $ 300,000 with interest accruing at 5 % is due January 27, 2023 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to $ 0.50 per share.

The Company will analyze the conversion feature of

the note for a beneficial conversion feature on the commitment date of July 26, 2021 which is 180 days after the issuance date.

On February 12, 2021, the Company received monies

in exchange for a Note Payable having a Face Value of $ 700,000 with interest accruing at 5 % is due February 12, 2023 .

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to $ 0.60 per share.

The Company will analyze the conversion feature of

the note for a beneficial conversion feature on the commitment date of August 11, 2021 which is 180 days after the issuance date.

On April 5, 2021, the Company received

monies in exchange for a Note Payable having a Face Value of $ 330,000

with interest accruing at 10 %

is due January

The Note is convertible after 180 days from issuance into Common Stock at a price of $0.30 per share or 35% below

market value, whichever is lower.

The Company will analyze the conversion feature of the note for a beneficial conversion feature on the

commitment date on October 2, 2021 which is 180 days after the issuance date.

On April 20, 2021, the Company received monies

in exchange for a Note Payable having a Face Value of $ 500,000 with interest accruing at 5 % is due February April 20, 2023 .

convertible after 180 days from issuance into Common Stock at a price equal to $ 0.30 per share.

The Company will analyze the conversion

feature of the note for a beneficial conversion feature on the commitment date of October 17, 2021 which is 180 days after the issuance

At June 30, 2021 and December 31, 2020, total

accrued interest on Notes Payable was $ 58,712 and $ 24,320 , respectively.

Note 4 – Notes Payable - Related Party

Outstanding Notes Payable at June 30, 2021 held

by related parties consist of the following:

A Note Payable dated December 31, 2019 held by

the CEO of the Company having a Face Value of $ 128,269 and accruing interest at 12 % was due December 31, 2020 .

On December 31, 2020, the

Company renewed the Note together with accrued interest of $ 15,392 for a 12-month period.

The new Note has a face Value of $ 143,661 , accrues

interest at 12 % per annum, and has a maturity date of December 31, 2021 .

Note 5 –

Shareholders’

the three months ended March 31, 2021 the Company issued a total of

58,586,629 shares of Common Stock for the conversion of outstanding

notes payable, reducing the debt by $222,000 and interest payable

by $6,851 and generating a loss on conversion of $4,910,786.

addition, the Company issued 60,000,000 shares of Common Stock

valued at $918,000 to its Officers and Directors as compensation

for their services to the Company.

Company declared no dividends through March 31, 2021.

Note 6 –

Related Party Transactions

addition to the related party transaction detailed in Note 4 above,

the Company paid its Officers and Directors cash compensation

totaling $103,927 and $3,830 for the three months ended March 31,

2021 and 2020, respectively.

Note 5 – Shareholders’ Equity

During the six months ended June 30, 2021 the

Company issued a total of 79,673,969 shares of Common Stock for the conversion of outstanding notes payable, reducing the debt by $ 993,028

and interest payable by $ 38,021 and generating a loss on conversion of $ 7,205,843 .

In addition, the Company issued 60,000,000 shares of

Common Stock valued at $ 918,000 to its Officers and Directors as compensation for their services to the Company.

The Company declared no dividends through June

Note 6 – Related Party Transactions

In addition to the related party transaction

detailed in Note 4 above, the Company paid its Officers and Directors cash compensation totaling $ 125,927 and

the six months ended June 30, 2021 and 2020, respectively.

Of these amounts, $ 52,000

$50,000 and $177,000 was paid to Advanomics Corporation (now known

as TRT Pharma Inc.), a company controlled by the CEO of the

Company, respectively .

In addition, the Company issued

60,000,000 shares of Common Stock valued at $918,000 to its

Officers and Directors during the three months ended March 31,

Note 7 –

Subsequent Events

On April 5, 2021, the Company received monies in exchange for a Note Payable

having a Face Value of $330,000 with interest accruing at 10%.

Note is convertible after 180 days from issuance into Common Stock

at a price 35% below market.

On April 20, 2021, the Company received monies in exchange for a

Note Payable having a Face Value of $500,000 with interest accruing

at 5% is due April 20, 2023.

The Note is convertible after 180 days

from issuance into Common Stock at a price equal to $0.30 per

On April 22, 2021, the holder of a Note Payable dated December 31,

2019 elected to convert a total of $11,028 in principal and $4,472

in accrued interest into 15,500,000 shares of Common Stock leaving

a principal balance of $-0-.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our

consolidated financial statements and notes thereto included

In connection with, and because we desire to take advantage

of, the “safe harbor”

provisions of the Private

Securities Litigation Reform Act of 1995, we caution readers

regarding certain forward looking statements in the following

discussion and elsewhere in this Report and in any other statement

made by, or on our behalf, whether or not in future filings with

the Securities and Exchange Commission.

Forward looking statements

are statements not based on historical information and which relate

to future operations, strategies, financial results or other

developments.

Forward looking statements are necessarily based upon

estimates and assumptions that are inherently subject to

significant business, economic and competitive uncertainties and

contingencies, many of which are beyond our control and many of

which, with respect to future business decisions, are subject to

These uncertainties and contingencies can affect actual

results and could cause actual results to differ materially from

those expressed in any forward looking statements made by, or on

We disclaim any obligation to update forward looking

Overview and Histor y

incorporated in the State of Colorado on August 31, 2006 under the

name “Mountain West Business Solutions, Inc.”

October 2009, our business was to provide management consulting

services to small and home-office based companies.

October 2009, we acquired Sunshine Biopharma, Inc., a Colorado

corporation holding an exclusive license (the

“License”) to a new anticancer drug bearing the

laboratory name, Adva-27a.

As a result of this transaction we

changed our name to “Sunshine Biopharma, Inc.”

officers and directors resigned their positions with us and were

replaced by Sunshine Biopharma, Inc.’s management at the

time, including our current CEO, Dr.

Slilaty, and our

current CFO, Camille Sebaaly.

Our principal business became that of

a pharmaceutical company focusing on the development of our

licensed Adva-27a anticancer compound.

In December 2015 we acquired

all issued and pending patents pertaining to our Adva-27a

technology and terminated the License.

October 2012, we published the results of our initial preclinical

studies of Adva-27a in the peer-reviewed journal, ANTICANCER

The preclinical studies were conducted in collaboration

with Binghamton University, a State University of New York, and

Ecole Polytechnique, Universite de Montreal.

The publication is

entitled “Adva-27a, a Novel Podophyllotoxin Derivative Found

to Be Effective Against Multidrug Resistant Human Cancer

Cells”

[ANTICANCER RESEARCH Volume 32, Pages 4423-4432

2014, we formed a wholly owned Canadian subsidiary, Sunshine

Biopharma Canada Inc.

(“Sunshine Canada”), for the

purposes of offering generic pharmaceutical products in Canada and

elsewhere around the world.

Sunshine Canada has recently

transitioned its focus to the development and marketing of

Science-Based Nutritional Supplements .

March 2018, we formed NOX Pharmaceuticals, Inc., a wholly owned

Colorado corporation, and assigned all of our interest in our

Adva-27a anticancer compound to that company.

NOX Pharmaceuticals,

Inc.’s mission is to research, develop and commercialize

proprietary drugs including Adva-27a.

December 2018, we completed the development of our first

Science-Based Nutritional Supplements product,

Essential-9 tm .

This new supplement is an over-the-counter tablet comprised of the

nine (9) amino acids which the human body cannot make.

Essential-9 tm

has been authorized for marketing by Health Canada under NPN

On March 12, 2019, Essential-9 tm

became available for sale on Amazon.ca and shortly thereafter on

Effective February

1, 2019, we completed a 20 to 1 reverse split of our $0.001 par

value Common Stock reducing the issued and outstanding shares of

Common Stock from 1,713,046,242 to 85,652,400 (the “First

Reverse Stock Split”).

The number of authorized shares of our

$0.001 par value Common Stock remained at 3,000,000,000

November 2019, we received Health Canada approval for a new

Calcium-Vitamin D supplement.

Health Canada issued NPN 80093432

through which it authorized us to manufacture and sell the new

Calcium-Vitamin D supplement under the brand name Essential

Calcium-Vitamin D TM .

Effective April 6,

2020, we completed another 20 to 1 reverse split of our $0.001 par

value Common Stock, reducing the issued and outstanding shares of

Common Stock from 1,193,501,925 to 59,675,417 (the “Second

Reverse Stock Split”).

The authorized capital of our Common

Stock remained as previously established at 3,000,000,000 shares.

Except in the paragraphs describing the reverse stock splits, all

references in this Report to our Common Stock as well as the price

per share of Common Stock are presented on a post First and Second

Reverse Stock Splits basis.

On May 22, 2020, we filed a patent application in

the United States for a new treatment for Coronavirus infections,

including COVID-19.

Our patent application covers composition

subject matter pertaining to small molecules for inhibition of the

main Coronavirus protease (Mpro), an enzyme that is essential for

viral replication.

The small molecules covered by the patent

application were computer modelled and designed by Dr.

Slilaty, our CEO.

The patent application has a priority date of May

On April 30, 2021, we

filed a PCT application

containing new research results and extending coverage to include

the Coronavirus Papain-Like protease, PLpro.

The priority date of May 22, 2020 has been maintained in the newly

filed PCT application.

17, 2020, we filed an amendment to our Articles of Incorporation

(the “Amendment”) with the Secretary of State for the

State of Colorado, to eliminate the Series “A”

Preferred Shares consisting of Eight Hundred and Fifty Thousand

(850,000) shares, par value $0.10 per share, and the designation

thereof, such shares to be returned to the status of undesignated

shares of Preferred Stock.

In addition, the Amendment increased the

number of authorized Series “B”

Preferred Shares from

Five Hundred Thousand (500,000) to One Million (1,000,000)

June 17, 2020, our Board of Directors authorized the issuance of

Five Hundred Thousand (500,000) shares of our Series

“B”

Preferred Stock in favor of Dr.

our CEO and a director, in consideration for his development of a

new treatment for Coronavirus infections, including COVID-19.

Series “B”

Preferred Stock is non-convertible,

non-redeemable, non-retractable and has a superior liquidation

value of $0.10 per share.

Each share of Series “B”

Preferred Stock is entitled to 1,000 votes per share.

This issuance

brought the total number of Series “B”

Preferred Stock

Slilaty to 1,000,000 shares.

September 8, 2020, we executed a financing agreement with RB

Capital Partners, Inc., La Jolla, CA, who agreed to provide us with

a minimum of $2 million in convertible debt financing during the

ensuing three to six month period pursuant to the terms and

conditions included in relevant Promissory Notes (the

“Promissory Notes”).

As of the date of this Report, we

have received a total of $2,554,000 in funding under this

The Promissory Notes bear interest at the rate of 5% per

annum and are fully convertible into shares of our Common Stock at

a conversion price equal to the market value of our Common Stock on

the applicable conversion date or $0.30 per share, whichever is

The Promissory Notes have a maturity date of two years

from the date of issuance and must be fully converted on or before

the maturity date.

We have the right under these Promissory Notes

to pay off all or any part of the Promissory Notes at any time

without penalty.

Effective October

6, 2020, we entered into a Research Agreement (the

“Agreement”) with the University of Georgia Research

Foundation, Inc.

(“UGARF”), representing the University

of Georgia (“UGA”).

The purpose of the Agreement is to

memorialize the terms of our working together with UGA to conduct

the necessary research and development to advance our

Anti-Coronavirus lead compound, SBFM-PL4 (or derivatives thereof)

through various stages of preclinical development, animal studies

and clinical trials for Coronavirus infections.

The Agreement

grants us an exclusive worldwide license for all of the

intellectual property developed by UGA, whether alone or jointly

January 26, 2021, we received a Notice of Allowances from the

Canadian Intellectual Property Office for a new patent application

covering Adva-27a.

The newly issued patent contains new subject

matter and extends the proprietary protection of Adva-27a in Canada

February 4, 2021, we entered into an exclusive license agreement

with the University of Georgia (“UGA”) for two

Anti-Coronavirus compounds which UGA had previously developed and

In collaboration with UGA, we will advance the

development of these two compounds in parallel with our own

Anti-Coronavirus compound, SBFM-PL4.

March 1, 2021, we launched a new eCommerce website,

Nutrition.SushineBiopharma.com.

The site has over 20 products

ranging from essential amino acids and rich protein powders to

balanced vitamins and crucial micronutrients.

science-based nutritional supplements are manufactured and tested

in Canada under GMP conditions.

March 9, 2021, we received a Notice of Allowance from the European

Patent Office for a new patent application covering Adva-27a.

newly issued patent contains new subject matter and extends the

proprietary protection of Adva-27a in Europe until 2033.

equivalent patent in the United States was issued in 2019 (US

Patent Number 10,272,065).

principal place of business is located at 6500 Trans-Canada Highway, 4th Floor,

Pointe-Claire, Quebec, Canada H9R 0A5.

Our phone number is

(514) 426-6161 and our website address is

www.sunshinebiopharma.com.

not been subject to any bankruptcy, receivership or similar

Plan of Operation

the fact that we now are generating revenues, we have elected to

include a Plan of Operation to discuss our ongoing research and

development activities relating to our proprietary drug development

operations, as well as our other business activities.

Drug Development Operations

SBFM-PL4 Anti-Coronavirus Treatment

carry minimal genetic information as they rely, for the most part,

on host cellular machinery to multiply.

Coronavirus has a

positive-sense RNA genome consisting of approximately 30,000

nucleotides, a genome size that places it among the larger sized

A positive-sense RNA genome is effectively a messenger RNA

which allows the virus to express its genes immediately upon

gaining entry into the host cell without the need for any prior

replication or transcription steps as is the case with

negative-sense RNA or DNA viruses.

This is part of what makes

Coronavirus a highly aggressive pathogen.

Many of the causative

agents of serious human diseases are positive-sense RNA viruses,

including Hepatitis C, Zeka, Polio, West Nile, Dengue, Cardiovirus,

and many others.

Some positive-sense RNA viruses, such as the

rhinoviruses that cause the common cold, are less clinically

serious but they are responsible for widespread morbidity on a

yearly basis.

initial genome expression products of Severe Acute Respiratory

Syndrome Coronavirus 2 (SARS-CoV-2), the causative agent of

COVID-19, are two large polyproteins, referred to as pp1a and

These two polyproteins are cleaved at 15 specific sites by

two virus encoded proteases (Mpro and PLpro) to generate 16

different non-structural proteins essential for viral replication.

Mpro and PLpro represent an attractive anti-viral drug development

targets as they play a central role in the early stages of viral

The crystal structure of Mpro shows the presence of an

active site Cysteine (Cys145) and a coordinated active site

Histidine (His41), both of which are essential for the

enzyme’s proteolytic activity.

Similarly, PLpro, also a

Cysteine Protease, has an active site Cysteine at position 112 and

a Histidine at 273.

The following is a summary of the development

to date of our Coronavirus Treatment project:

On May 22, 2020, we

filed a patent application in the United States for a new treatment

for Coronavirus infections.

Our patent application covers

composition subject matter pertaining to small molecules for

inhibition of the Coronavirus main protease (Mpro), an enzyme that

is essential for viral replication.

The small molecules covered by

the patent application were computer modelled and designed by Dr.

Slilaty, our CEO.

The patent application has a priority

date of May 22, 2020.

In August 2020, we

completed the synthesis of four different potential inhibitors of

Coronavirus protease.

These compounds are based on the technology

described in our patent application filed on May 22,

In September 2020,

we completed the screening of our four compounds and subsequently

identified a lead Anti-Coronavirus drug candidate (SBFM-PL4).

screening which pinpointed the lead compound was performed at the

University of Georgia, College of Pharmacy under the leadership of

Pegan, Director of the Center for Drug Discovery and

Interim Associate Head of Pharmaceutical and Biomedical

In October 2020, we

expanded our collaboration with Dr.

Scott Pegan group by entering

into a research agreement with the University of Georgia to further

develop our Anti-Coronavirus lead compound, SBFM-PL4.

On February 1,

2021, we entered into an exclusive license agreement with the

University of Georgia for two Anti-Coronavirus compounds which the

University of Georgia had previously developed and patented.

currently advancing the development of these two compounds in

parallel with our SBFM-PL4 by conducting a transgenic mice study in

collaboration with the University of Georgia.

The mice being used

in the study have been genetically engineered to express the human

angiotensin-converting enzyme 2 (hACE2) transmembrane protein in

their lungs making them susceptible to lethal infection by

SARS-CoV-2, the causative agent of COVID-19.

The SARSCoV-2 virus

uses the hACE2 receptor to gain entry into human cells to

The goal of the study is to determine if our protease

inhibitors will protect the hACE2-transgenic mice from disease

progression and death following infection with SARS-CoV-2 virus.

Should these mice studies prove successful, we plan to submit the

results to the FDA for authorization to conduct testing on actual

COVID-19 patient volunteers in a Phase I clinical trial setting.

The implications of a COVID-19 treatment becoming available are

This is particularly the case in view of the fact that some

of the variants emerging around the world are more virulent and may

escape neutralization by the current vaccines.

Adva-27a Anticancer Drug

inception, our proprietary drug development activities has focused

on the development of a small molecule called Adva-27a for the

treatment of aggressive forms of cancer.

A Topoisomerase II

inhibitor, Adva-27a has been shown to be effective at destroying

Multidrug Resistant Cancer cells including Pancreatic Cancer cells,

Breast Cancer cells, Small-Cell Lung Cancer cells and Uterine

Sarcoma cells (Published in ANTICANCER RESEARCH, Volume 32, Pages

4423-4432, October 2012).

Sunshine Biopharma is direct owner of all

issued and pending worldwide patents pertaining to Adva-27a

including U.S.

Patents Number 8,236,935 and

Adva-27a is a

GEM-difluorinated C-glycoside derivative of Podophyllotoxin (see

Another derivative of Podophyllotoxin called Etoposide

is currently on the market and is used to treat various types of

cancer including leukemia, lymphoma, testicular cancer, lung

cancer, brain cancer, prostate cancer, bladder cancer, colon

cancer, ovarian cancer, liver cancer and several other forms of

Etoposide is one of the most widely used anticancer drugs.

Adva-27a and Etoposide are similar in that they both attack the

same target in cancer cells, namely the DNA unwinding enzyme,

Topoisomerase II.

Unlike Etoposide however, Adva-27a is able to

penetrate and destroy Multidrug Resistant Cancer cells.

the only compound known today that is capable of destroying

Multidrug Resistant Cancer.

In addition, Adva-27a has been shown to

have distinct and more desirable biological and pharmacological

properties compared to Etoposide.

In side-by-side studies using

Multidrug Resistant Breast Cancer cells and Etoposide as a

reference, Adva-27a showed markedly greater cell killing activity

(see Figure 2).

preclinical studies to date have shown that:

●  

effective at killing different types of Multidrug Resistant cancer

cells, including Pancreatic Cancer Cells (Panc-1), Breast Cancer

Cells (MCF-7/MDR), Small-Cell Lung Cancer Cells (H69AR), and

Uterine Sarcoma Cells (MES-SA/Dx5).

unaffected by P-Glycoprotein, the enzyme responsible for making

cancer cells resistant to anti-tumor drugs.

excellent clearance time (half-life = 54 minutes) as indicated by

human microsomes stability studies and pharmacokinetics data in

clearance is independent of Cytochrome P450, a mechanism that is

less likely to produce toxic intermediates.

is an excellent inhibitor of Topoisomerase II with an IC50 of only

13.7 micromolar (this number has recently been reduce to 1.44

micromolar as a result of resolving the two isomeric forms of

has shown excellent pharmacokinetics profile as indicated by

studies done in rats.

does not inhibit tubulin assembly.

and other preclinical data have been published in ANTICANCER

RESEARCH, a peer-reviewed International Journal of Cancer Research

and Treatment.

The publication which is entitled “Adva-27a, a

Novel Podophyllotoxin Derivative Found to Be Effective Against

Multidrug Resistant Human Cancer Cells”

[ANTICANCER RESEARCH

4423-4432 (2012)] is available on our website at www.sunshinebiopharma.com .

been delayed in our clinical development program due to lack of

Our fund raising efforts are continuing and as soon as

adequate financing is in place we will continue our clinical

development program of Adva-27a by conducting the following next

sequence of steps:

Manufacturing of 2 kilogram for use in IND-Enabling Studies and

Phase I Clinical Trials

Filing (Fast-Track Status Anticipated)

Clinical Trials (Pancreatic Cancer Indication)

Adva-27a’s

initial indication will be Pancreatic Cancer for which there are

currently little or no treatment options available.

We are planning

to conduct our clinical trials at McGill University’s Jewish

General Hospital in Montreal, Canada.

All aspects of the clinical

trials in Canada will employ FDA standards at all

According to the

American Cancer Society, nearly 1.5 million new cases of cancer are

diagnosed in the U.S.

While particularly effective

against Multidrug Resistant Cancer, we believe Adva-27a can

potentially treat all cancer types, particularly those in which

Topoisomerase II has been amplified.

We believe that upon

successful completion of Phase I Clinical Trials we may receive one

or more offers from large pharmaceutical companies to buyout or

license our drug.

However, there are no assurances that our Phase I

Trials will be successful, or if successful, that any

pharmaceutical companies will make an acceptable offer to us.

the event we do not consummate such a transaction, we will require

significant capital in order to manufacture and market our new drug

The following, Figure 3, is a space-filling molecular

model of our Adva-27a.

Generic Pharmaceuticals Operations

July 2014, we formed a wholly owned Canadian subsidiary, Sunshine

Biopharma Canada Inc.

(“Sunshine Canada”) for the

purposes of offering generic pharmaceutical products in Canada and

elsewhere around the world.

Due to unfavorable evolution of the

generic drugs marketplace, Sunshine Canada has recently terminated

its Generic Pharmaceuticals Operations and shifted its focus to the

development and marketing of Science-Based Nutritional

Science-Based Nutritional Supplements Operations

December 2018, we completed the development of Essential

in a line of essential micronutrients products that we are planning

On December 14, 2018, Health Canada issued NPN 80089663

through which it authorized Sunshine Biopharma Inc.

to manufacture

and sell the Essential 9™

Our Essential 9™

nutritional supplement tablets contain a balanced formula of the 9

Essential Amino Acids that the human body cannot make.

Amino Acids are 9 out of the 20 amino acids required for protein

Proteins are involved in all body functions –

the musculature and immune system to hormones and

neurotransmitters.

Like vitamins, Essential Amino Acids cannot be

made by the human body and must be obtained through diet.

Deficiency in one or more of the 9 Essential Amino Acids can lead

to loss of muscle mass, fatigue, weight gain and reduced ability to

build muscle mass in athletes.

Sunshine Biopharma’s Essential

all 9 Essential Amino Acids in freeform and in the proportions

recommended by Health Canada.

Essential 9 ™

currently available on Amazon.com and Amazon.ca.

Figure 4 below

shows our 60-Tablet Essential 9 ™

November 2019, we received Health Canada approval for another

nutritional supplement, a new Calcium-Vitamin D tablets.

Canada issued NPN 80093432 through which it authorized us to

manufacture and sell the new Calcium-Vitamin D supplement under the

brand name Essential Calcium-Vitamin D™.

D is a group of steroid-like molecules responsible for increasing

intestinal absorption of calcium, magnesium, and phosphate.

are also involved in multiple other biological functions, including

proper functioning of the immune system, promoting healthy growth

of bone, and reduction of inflammation.

The most important

compounds in this group are Vitamin D2 (ergocalciferol) and Vitamin

D3 (cholecalciferol).

Sunshine Biopharma’s Essential

Calcium-Vitamin D™

tablets contain both of these compounds as

well as Calcium for optimum health benefits.

We anticipate that

Essential Calcium-Vitamin D™

will be available on Amazon.ca

in early 2021.

March 1, 2021, we launched a new eCommerce website,

Nutrition.SushineBiopharma.com.

The site has over 20 products

including Essential 9 tm

and Essential Calcium-Vitamin D™.

All of our Science-Based

Nutritional Supplements are manufactured and tested in Canada under

GMP conditions.

Results of Operations

Comparison of Results of Operations for the Three Months Ended

March 31, 2021 and 2020

the three months ended March 31, 2021, we generated $40,058 in

revenues, compared to $11,102 in revenues for the same three month

period in 2020, an increase of $28,956.

The increase is

attributable an enhanced advertising campaign we undertook in 2021.

All of these revenues were generated from our new Science-Based

Nutritional Supplements Operations which we launched in March 2019.

The direct cost for generating these revenues was $18,520 (46%) for

the period ended March 31, 2021, compared to $3,883 (35%) for the

same period in 2020.

The increase in the cost of goods sold in 2021

is due to increased manufacturing cost.

Our gross profit increased

to $21,538 for the period ended March 31, 2021, compared to a gross

profit of $7,219 for the same period in 2020.

and Administrative expenses during the three month period ended

March 31, 2021 were $1,297,184, compared to General and

Administrative expense of $44,918 incurred during the three month

period ended March 31, 2020, an increase of $1,252,266.

categories of our General and Administrative expenses saw an

increase during the three month period ended March 31, 2021,

compared to the same period in 2020.

Specifically, the increases

included accounting fees by $41,400, consulting fees by $9,169,

office expenses by $27,557, officer and director compensation by

$1,018,097, patenting fees by $1,816, and R&D by $166,786.

These increases were due to expansion of our drug development and

nutritional supplements operations.

Overall, we incurred a loss of

$1,275,646 from our operations in the three month period ended

March 31, 2021, compared to a loss of $37,699 in the similar period

addition, we incurred $49,711 in interest expense during the three

months ended March 31, 2021, compared to $16,356 in interest

expense during the similar period in 2020.

We also incurred

$4,910,786 in losses arising from debt conversion during the three

months ended March 31, 2021, compared to $51,100 in losses from

debt conversion during the similar period in 2020.

These increases

were due to increased borrowings to fund our expanded drug

development and nutritional supplements operations.

result, we incurred a net loss of $6,185,126 ($0.01 per share) for

the three month period ended March 31, 2021, compared to a net loss

of $95,600 ($0.00 per share) during the three month period ended

March 31, 2020.

Liquidity and Capital Resources

of March 31, 2021, we had cash or cash equivalents of

As discussed in

Note 2 to the consolidated financial statements included in this

Report for going concern, we have incurred significant continuing

losses in 2021 and 2020.

Our total accumulated deficits as of March

31, 2021 and December 31, 2020 were $26.4 million and $20.2

million, respectively.

Our ability to continue operating is highly

dependent upon continued funding from the debt and equity markets.

Based on past experience, we believe that we will be able to raise

the necessary capital to continue operations.

Our historical and

ongoing dependence on proceeds from debt and/or equity issuances to

fund operating expenses could raise substantial doubt about our

ability to continue as a going concern.

The consolidated financial

statements included in this Report have been prepared assuming that

our Company will continue as a going concern and, accordingly, do

not include any adjustments that may result from the outcome of

this uncertainty.

Net cash used in operating activities was $297,355

during the three month period ended March 31, 2021, compared to

$31,034 for the three month period ended March 31,

2020.  We anticipate that overhead costs and other

expenses will increase in the future as we move forward with our

Proprietary Drug Development activities and our

Science-Based Nutritional Supplements operations discussed above.

flows provided by financing activities were $1,102,000 for the

three month periods ended March 31, 2021, compared to $-0- during

the three months ended March 31, 2020.  Cash flows used

in investing activities were $-0- for both, the three month period

ended March 31, 2021 and the same three month period ended in

the three month period ended March 31, 2021, we issued a total of

58,586,629 shares of our Common Stock valued at $5,139,637 for the

conversion of outstanding notes payable, reducing debt by $222,000

and interest payable by $6,851 and generating a loss on conversion

of $4,910,786.

the three months ended March 31, 2020, we issued a total of

24,355,427 shares of our Common Stock valued at $122,379 for the

conversion of outstanding notes payable, reducing the debt by

$66,500 and interest payable by $4,486 and generating a loss on

conversion of $51,393.

the three months ended March 31, 2021, we did not sell any of our

capital stock for cash;

however we entered into three (3) new debt

arrangements, including the following:

On January 12,

2021, we received monies in exchange for a Note Payable having a

Face Value of $150,000 with interest accruing at 5% is due January

The Note is convertible after 180 days from issuance into

Common Stock at a price equal to $0.60 per share.

On January 27,

2021, we received monies in exchange for a Note Payable having a

Face Value of $300,000 with interest accruing at 5% is due January

The Note is convertible after 180 days from issuance into

Common Stock at a price equal to $0.50 per share.

On February 12,

2021, we received monies in exchange for a Note Payable having a

Face Value of $700,000 with interest accruing at 5% is due February

The Note is convertible after 180 days from issuance into

Common Stock at a price equal to $0.60 per share.

September 8, 2020, we executed a financing agreement with RB

Capital Partners, Inc., La Jolla, CA, who agreed to provide us with

a minimum of $2 million in convertible debt financing during the

ensuing three to six month period pursuant to the terms and

conditions included in relevant Promissory Notes (the

“Promissory Notes”).

As of the date of this Report, we

have received a total of $2,554,000 in funding under this

The Promissory Notes bear interest at the rate of 5% per

annum and are fully convertible into shares of our Common Stock at

a conversion price equal to the market value of our Common Stock on

the applicable conversion date or $0.30 per share, whichever is

The Promissory Notes have a maturity date of two years

from the date of issuance and must be fully converted on or before

the maturity date.

We have the right under these Promissory Notes

to pay off all or any part of the Promissory Notes at any time

without penalty.

We are not generating adequate revenues from our

operations to fully implement our business plan as set forth

As a result, our future success will depend on the future

availability of financing, among other things.

Such financing will

be required to enable us to actualize our Drug Development program

and further develop our Science-Based Nutritional Supplements

We intend to raise funds through private placements of

our Common Stock and/or debt financing.

We estimate that we will

require approximately $20 million ( approximately $18 million

for our Proprietary Drug Development projects and $2 million for

our Science-Based Nutritional Supplements operations ) to fully implement our business plan in the

future and there are no assurances that we will be able to raise

this capital.

Our inability to obtain sufficient funds from

external sources when needed will have a material adverse effect on

our plan of operation, results of operations and financial

currently in discussion with various investment groups for

additional financing.

There are no assurances that we will be

successful in raising any funds.

cost of operations is expected to increase as we move forward with

implementation of our business plan.

We do not have sufficient

funds to cover the anticipated increase in the relevant expenses.

We need to raise additional capital in order to continue our

existing operations and finance our expansion plans for the next

If we are successful in raising additional funds, we expect

our operations and business efforts to continue and expand.

are no assurances this will occur.

Subsequent Events

On April 5, 2021, we received monies in exchange for a Note Payable

having a Face Value of $330,000 with interest accruing at 10%.

Note is convertible after 180 days from issuance into Common Stock

at a price 35% below market.

April 20, 2021, we received monies in exchange for a Note Payable

having a Face Value of $500,000 with interest accruing at 5% is due

April 20, 2023.

The Note is convertible after 180 days from

issuance into Common Stock at a price equal to $0.30 per

April 22, 2021, the holder of a Note Payable dated December 31,

2019 elected to convert a total of $11,028 in principal and $4,472

in accrued interest into 15,500,000 shares of Common Stock leaving

a principal balance of $-0-.

Off Balance Sheet Arrangements

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

are a smaller reporting company and are not required to provide the

information under this item pursuant to Regulation

was paid to Advanomics Corporation (now known as TRT Pharma Inc.), a company controlled by the CEO of the Company.

addition, the Company issued 60,000,000 shares of Common Stock valued at $918,000 to its Officers and Directors during the six

months ended June 30, 2021.

Note 7 – Subsequent Events

On July 6, 2021, the Company received monies in

exchange for a Note Payable having a Face Value of $900,000 with interest accruing at 5% is due July 6, 2023.

The Note is convertible

after 180 days from issuance into Common Stock at a price equal to $0.30 per share.

In connection with this debt financing, the Company

agreed to allow the lender, who is also the holder of a Note Payable dated November 25, 2020 (the “November Note”), to convert

a total of $240,000 in principal amount of November Note into 24,000,000 shares of Common Stock leaving a principal balance of $10,000

and accrued interest of $7,750.

On July 6, 2021, the Company paid off the remaining principal balance of this Note and secured forgiveness

of the accrued interest.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements