What changed in this filing

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Item 1. Financial Statements

2021-11-09 compared with 2021-08-09 · 248 added, 206 removed, 338 unchanged (57% of the section changed)

1 unchanged sentence

Sunshine Biopharma, Inc.

Unaudited Condensed Consolidated

Balance Sheets

June 30, 2021

December 31, 2020

Unaudited Condensed Consolidated Balance Sheets

September 30,

Current Assets:

3 unchanged sentences

Total Current Assets

Other Assets:

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

Equipment (net of $ 60,774 and $ 51,485 depreciation)

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

Total Other Assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

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Total Current Liabilities

Long-Term Liabilities:

Long-term portion of notes payable

Total Long-Term Liabilities

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' EQUITY (DEFICIT)

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

Authorized 1,000,000 shares;

outstanding 1,000,000 shares

Common Stock, $ 0.001 par value per share;

Authorized 3,000,000,000 Shares;

1,000,000 Shares;

Issued and outstanding 1,000,000 shares.

Common Stock, $ 0.001

par value per share;

Authorized 3,000,000,000

Issued and outstanding 510,093,265

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

and 346,419,296

at September 30, 2021 and December 31, 2020 respectively

Capital paid in excess of par value

3 unchanged sentences

( 20,218,727 )

TOTAL SHAREHOLDERS' DEFICIT

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)

( 1,173,932 )

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

See Accompanying Notes To These Financial Statements

Sunshine Biopharma, Inc.

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

Unaudited Condensed Consolidated Statements of Operations and Comprehensive

September 30,

Cost of sales

4 unchanged sentences

( 2,160,503 )

Other Income (Expenses):

Foreign exchange (loss)

Other Income (Expense):

Foreign exchange

Interest expense

Miscellaneous income

Interest income

Loss on debt conversions

1 unchanged sentence

( 10,709,843 )

Total Other Income (Expenses)

( 1,416,313 )

Total Other Income (Expense)

( 3,543,124 )

( 10,943,060 )

( 1,466,742 )

Net (loss) before income taxes

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( 1,700,298 )

Comprehensive Income (Loss):

Unrealized income (loss) from foreign exchange translation

Other comprehensive income:

Unrealized loss from foreign exchange translation

Comprehensive (loss)

2 unchanged sentences

$ ( 13,118,167 )

Basic Loss per Common Share

Weighted Average Common Shares Outstanding

See Accompanying Notes To

These Financial Statements

$ ( 1,701,307 )

Basic and diluted (loss) per common share

Weighted Average Common Shares Outstanding (Basic & Diluted)

See Accompanying Notes To These Financial Statements

Sunshine Biopharma, Inc.

Condensed Consolidated Statements of Cash Flows

6 Months Ended

June 30, 2021

June 30, 2020

Unaudited Condensed Consolidated Statements of Cash Flows

September 30,

Cash Flows From Operating Activities:

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Debt & interest release

(Increase) decrease in accounts receivable

(Increase) decrease in inventory

Decrease in accounts receivable

(Increase) 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

(Decrease) in Accounts Payable & accrued expenses

Increase in interest payable

Net Cash Flows (used) in operations

( 1,517,015 )

Cash Flows From Investing Activities:

Purchase of equipment

Net Cash Flows (used) in Investing activities

Cash Flows From Financing Activities:

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Sunshine Biopharma, Inc.

Condensed Consolidated Statement of Shareholders' Equity

Unaudited Condensed Consolidated Statement of Shareholders' Equity

Comprehensive

Shares Issued

Three Month Period

Balance March 31, 2021

Balance June 30, 2021

$ ( 29,282,907 )

$ ( 872,710 )

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

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

( 4,039,383 )

( 4,045,222 )

Balance at June 30, 2021

Balance at September 30, 2021

$ ( 33,322,290 )

Six Month Period

$ ( 1,173,932 )

Nine Month Period

Balance December 31, 2020

$ ( 20,218,727 )

$ ( 954,837 )

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

Common stock issued for services

Common stock issued for management compensation

( 13,103,563 )

( 13,118,167 )

Balance at June 30, 2021

Balance at September 30, 2021

$ ( 33,322,290 )

$ ( 1,173,932 )

Three Months Period

March 31, 2020

June 30, 2020

$ ( 18,436,339 )

$ ( 577,263 )

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

Preferred stock issued for services

Balance at June 30, 2020

Preferred stock issued for management

Balance at September 30, 2020

$ ( 19,134,934 )

Six Months Period

$ ( 554,876 )

Nine Months Period

Balance December 31, 2019

$ ( 17,434,636 )

$ ( 735,385 )

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

Preferred stock issued for services

Preferred stock issued for management

( 1,700,298 )

( 1,701,307 )

Balance at June 30, 2020

Balance at September 30, 2020

$ ( 19,134,934 )

$ ( 554,876 )

See Accompanying Notes To These Financial Statements.

Sunshine Biopharma, Inc.

Unaudited Condensed Consolidated Financial Statements

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

Notes to Unaudited Condensed Consolidated Financial

For the Three and Nine Month Interim Periods Ended September 30,

2021 and 2020

Note 1 – Nature of Business and Basis

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

Until October

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

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

Effective October 15, 2009, the Company acquired

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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.

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 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

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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.

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.

Effective October 6, 2020, the Company entered

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

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

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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.

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

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

On June 25, 2021, the Company entered into an

engagement agreement with Aegis Capital Corp.

(“Aegis”), pursuant to which we engaged Aegis to act as lead underwriter in

connection with a proposed public offering of approximately $10 million of common stock and warrants by the Company (the “Offering”).

The Offering is contingent on satisfaction of various conditions, including Aegis’s due diligence examination of the Company, Nasdaq

approval of the listing of the Company’s Common Stock, and successful completion of a reverse stock split.

On October 6, 2021, the Company filed its Definitive Information Statement

with the SEC to complete the reverse split of the Company’s Common Stock in part to meet the Nasdaq listing requirement concerning

minimum price per share.

The Company's financial statements reflect both

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

Impact of Coronavirus (COVID-19) Pandemic

In March 2020, the World Health Organization declared Coronavirus and

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

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

of Coronavirus (COVID-19) Pandemic

In March 2020, the World Health Organization declared

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

Conditions surrounding the Coronavirus outbreak have been and are

continuing to evolve rapidly.

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 matter.

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 matter.

Basis of Presentation of Unaudited Financial

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

for the three and nine month periods ended September 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

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Recently Issued Accounting Pronouncements

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.

In 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.

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.

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 years.

adoption is permitted.

There was no impact of the updated guidance on the Company’s financial statements for the year ended December

The Company is currently evaluating the impact of the updated guidance on its financial statements for 2021 and going forward.

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

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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.

As of September 30, 2021 and December 31,

2020, the Company had $ 2,386,608

and $ 989,888

in cash on hand, respectively, and limited revenue-producing business.

Additionally, as of September 30, 2021 and December 31, 2020,

the outstanding liabilities of the Company totaled $ 3,675,847 and $2,000,311,

respectively.

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

2021, the Company entered into an Engagement agreement with Aegis Capital for the purposes of raising $ 10,000,000

in equity financing in a proposed public offering and, in connection therewith, the Company filed a preliminary prospectus of Form

S-1 with the SEC on September 9, 2021.

The Company believes that the afore expressed doubt about the Company’s ability to

continue as a going concern will be fully mitigated if the financing were to close.

assurance the offering will be completed.

The consolidated financial statements included

1 unchanged sentence

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.

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.

The issuance of equity securities in connection with the Offering (see Note 1), 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,

The Company’s Notes Payable at September

30, 2021 consisted of the following:

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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”).

Through September 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 June 15, 2021, the Company paid 75% 30,000 of this loan and

the remaining 25% 20,000 was forgiven.

On April 27, 2020, the Company received a Paycheck

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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.

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 %

which was due September

The Note was convertible after 180 days from issuance into Common Stock at a price equal to $ 0.30 per

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 .

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 .

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

The Note is convertible

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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.

that there was no beneficial conversion feature on September 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 % whic was due October

The Note was convertible after 180 days from issuance into Common Stock at a price equal to $ 0.30

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 .

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

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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

which was due August

The Note was 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 of this Note, together with accrued interest and prepayment penalties of

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 24, 2020, the Company received

monies in exchange for a Note Payable having a Face Value of $ 260,000

with interest accruing at 8 %

which was due November

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

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

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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.

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

On December 2, 2020, the Company received monies

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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.

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

On January 12, 2021, the Company received monies

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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.

The Company analyzed 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, and determined

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

On January 27, 2021, the Company received monies

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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.

The Company analyzed 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, and determined

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

On February 12, 2021, the Company received monies

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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.

The Company analyzed 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, and

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

On April 5, 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

in exchange for a Note Payable having a Face Value of $ 330,000 with interest accruing at 10 % is due January 5, 2022 .

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.

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 April 20, 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 October 17, 2021, which is 180 days after the issuance date.

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.

The Company will analyze the conversion feature of

the note for a beneficial conversion feature on the commitment date of January 2, 2022, which is 180 days after the issuance date.

On August 18, 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 August 18, 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 February 14, 2022, which is 180 days after the issuance date.

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

accrued interest on Notes Payable was $ 84,945 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:

Outstanding Notes Payable at September 30, 2021

held by related parties consist of the following:

A Note Payable dated December 31, 2019 held by

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

On August 24, 2021, the Company paid off the entire principal

balance of this Note, together with accrued interest of $ 12,929 by issuing cash payment of $ 156,590 .

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 .

During the nine months ended September 30,

2021, the Company issued a total of 103,673,969

shares of Common Stock valued at $ 11,981,072 for the conversion of outstanding notes payable, reducing the debt by $ 1,233,028

and interest payable by $ 38,201

and generating a loss on conversion of $ 10,709,843 .

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 fair value of the stock was based on the closing price of the stock

on the date of the transaction.

The Company declared no dividends through September

6 – Management Compensation

The Company paid its Officers and Directors cash compensation totaling $ 130,000

and $ 255,927 for

the nine months ended September 30, 2021 and 2020, respectively.

Of these amounts, $ 150,000 was paid to Advanomics Corporation (now

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

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

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.

Common Stock valued at $ 918,000 to its Officers and Directors during the nine months ended September 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.

On October 13, 2021, the holder of a Note Payable

dated April 5, 2021 elected to convert a total of $330,000 in principal and $16,500 in accrued interest into 5,250,000 shares of Common

Stock leaving a principal balance of $-0-.

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