What changed in this filing

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Item 1. Financial Statements

2022-05-06 compared with 2021-11-09 · 246 added, 430 removed, 156 unchanged (81% of the section changed)

1 unchanged sentence

Sunshine Biopharma, Inc.

Unaudited Condensed Consolidated Balance Sheets

September 30,

Unaudited Consolidated Condensed Balance Sheets

Current Assets:

3 unchanged sentences

Total Current Assets

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

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

Equipment (net of $ 67,312 and $ 64,106 depreciation, respectively)

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Notes payable

Notes payable - related party

Accounts payable & accrued expenses

Accounts payable and accrued expenses

Interest payable

3 unchanged sentences

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)

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

1,000,000 Shares;

Issued and outstanding 1,000,000 shares.

Common Stock, $ 0.001

SHAREHOLDERS' EQUITY

Preferred stock, Series B $ 0.10

par value per share;

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Issued and outstanding 10,000

and 346,419,296

at September 30, 2021 and December 31, 2020 respectively

and 1,000,000 shares as of March 31, 2022 and December 31, 2021, respectively.

Common Stock, $ 0.001

Authorized 3,000,000,000 Shares;

and outstanding 7,149,778 and 2,591,240

shares as of March 31, 2022 and December 31, 2021, respectively

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated comprehensive income (loss)

Accumulated (Deficit)

1 unchanged sentence

( 32,655,174 )

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)

( 1,173,932 )

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

See Accompanying Notes to These Financial Statements.

Sunshine Biopharma, Inc.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive

September 30,

Unaudited Consolidated Condensed Statement of Operations and Comprehensive Loss

Cost of Sales

General & Administrative Expenses

Officer & director remuneration

Total General & Administrative Expenses

General and administrative expenses

Officer and director remuneration

Total general and administrative expenses

(Loss) from operations

( 1,223,364 )

( 1,275,646 )

Other Income (expense):

Foreign exchange

Foreign exchange (loss)

Interest income

Interest expense

Miscellaneous income

Loss on debt conversions

( 4,910,786 )

( 10,709,843 )

( 1,416,313 )

Total Other Income (Expense)

( 3,543,124 )

( 10,943,060 )

Total Other (Expense)

( 4,909,480 )

2 unchanged sentences

( 6,185,126 )

( 1,700,298 )

Provision for income taxes

1 unchanged sentence

$ ( 6,185,126 )

( 1,700,298 )

Other comprehensive income:

Unrealized loss from foreign exchange translation

Gain (Loss) from foreign exchange translation

Comprehensive (Loss)

1 unchanged sentence

$ ( 6,187,189 )

$ ( 13,118,167 )

$ ( 1,701,307 )

Basic and diluted (loss) per common share

Weighted Average Common Shares Outstanding (Basic & Diluted)

Basic (Loss) per common share

Weighted Average Common Shares Outstanding (Basic)

See Accompanying Notes to These Financial Statements.

Sunshine Biopharma, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

September 30,

Unaudited Consolidated Condensed Statement of Cash Flows

Cash Flows from Operating Activities:

7 unchanged sentences

Loss on debt conversion

Debt & interest release

Decrease in accounts receivable

(Increase) in inventory

(Increase) decrease in accounts receivable

(Increase) decrease in inventory

(Increase) in prepaid expenses

(Decrease) in Accounts Payable & accrued expenses

Increase in interest payable

Increase (decrease) in Accounts Payable and accrued expenses

Increase (decrease) in interest payable

Net Cash Flows (used) in operations

( 1,304,208 )

Cash Flows From Investing Activities:

Purchase of equipment

Net Cash Flows (used) in Investing activities

Cash Flows from Financing Activities:

Proceeds from notes payable

Note payable to pay fees

Proceeds public offering, net of offering costs

Purchase of preferred shares

Payments of notes payable

( 1,900,000 )

Net Cash Flows provided by financing activities

Cash and Cash Equivalents at Beginning of Period

Net increase in cash and cash equivalents

Net Increase (Decrease) In Cash and cash equivalents

Foreign currency translation adjustment

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Cash paid for interest

Cash paid for income taxes

See Accompanying Notes to These Financial Statements.

Sunshine Biopharma, Inc.

Unaudited Condensed Consolidated Statement of Shareholders' Equity

Unaudited Consolidated Statement of Shareholders' Equity

Comprehensive

1 unchanged sentence

Shares Issued

Three Month Period

Balance June 30, 2021

$ ( 29,282,907 )

$ ( 872,710 )

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

( 4,039,383 )

( 4,045,222 )

Balance at September 30, 2021

$ ( 33,322,290 )

$ ( 1,173,932 )

Nine Month Period

Three Months Period

Balance December 31, 2020

1 unchanged sentence

$ ( 954,837 )

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

Common stock issued for management compensation

( 13,103,563 )

( 13,118,167 )

Balance at September 30, 2021

$ ( 33,322,290 )

$ ( 1,173,932 )

Three Months Period

June 30, 2020

Common stock issued for the reduction

of note payable and payment of interest

Common stock issued for services

( 6,185,126 )

( 6,187,189 )

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

Preferred stock issued for management

Balance at September 30, 2020

Balance at March 31, 2021

$ ( 26,403,853 )

$ ( 1,084,389 )

Nine Months Period

Balance December 31, 2021

$ ( 32,655,174 )

$ ( 735,385 )

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

Preferred stock issued for management

( 1,700,298 )

Common stock and pre-funded warrants

issued in an underwritten public offering, net of issuance costs

Exercise of warrants

Preferred stock purchased from related

( 1,236,234 )

Balance at September 30, 2020

( 1,235,227 )

Balance at March 31, 2022

$ ( 33,891,408 )

1 unchanged sentence

Sunshine Biopharma, Inc.

Notes to Unaudited Condensed Consolidated Financial

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

2021 and 2020

Notes to Unaudited Consolidated Condensed Financial

For the Three Month Interim Periods Ended March 31, 2022 and 2021

Note 1 – Nature of Business and Basis

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Sunshine Biopharma, Inc.

was holding an exclusive license

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

held an exclusive license to a

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

Upon completion of the reverse acquisition

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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 recently transitioned its focus to the development and marketing

of Science-Based Nutritional Supplements.

In December 2015, the Company acquired all worldwide

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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

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

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

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

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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.

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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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

4 unchanged sentences

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

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".

of Coronavirus (COVID-19) Pandemic

On October 1, 2021, the Company filed a patent

application for a potential new treatment for neurodegenerative disorders.

The patent application contains experimental results showing

that certain mRNA molecules provide protective effects against oxidative stress in differentiated neuronal cells, a process that mimics

neuronal degeneration.

This new patent application has a priority date of October 1, 2021.

On February 15, 2022, the Company entered

into an underwriting agreement with Aegis Capital Corp.

as underwriter, for the issuance and sale in an underwritten public offering

of 1,882,353 Units, each consisting of one share of common stock and two warrants (“Tradeable Warrants”) to purchase

shares of common stock at a public offering price of $4.25 per Unit for total gross proceeds of $8,000,000

(“Offering”).

We also granted the underwriter a 45-day option to purchase additional shares of common stock and/or

Tradeable Warrants in an amount equal up to 15% of the number of shares and Tradeable Warrants, respectively, sold in the Offering

solely to cover overallotments, if any.

Also on February 15, 2022, the Company’s

shares of common Stock and Tradeable Warrants began trading on Nasdaq under the ticker symbol “SBFM” for the common stock

and “SBFMW” for the Tradeable Warrants.

On February 17, 2022, the Offering closed

and the Company received net proceeds of $ 6,833,071 .

Pursuant to the Offering, the Company issued and sold an aggregate

of 1,882,353 shares of common stock and 4,102,200 Tradeable Warrants (including 337,494 Tradeable Warrants purchased at $0.01 per warrant

resulting from partial exercise of the overallotment option granted to the underwriter).

On February 18, 2022, the Company entered into

a research agreement with the Arizona Board of Regents on behalf of the University of Arizona (the “University of Arizona”).

Pursuant to the research agreement, the University of Arizona agreed to use reasonable efforts to perform a research project focused on

determining the in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro inhibitors,

followed by efficacy testing in mice infected with SARS-CoV-2, in consideration for certain milestone payments to be made by the Company.

Under the agreement, the University of Arizona granted the Company a first option to negotiate for a commercial, royalty-bearing license

for all intellectual property invented or authored by University of Arizona personnel under the research project.

On February 22, 2022, the Company redeemed 990,000

shares of the Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $0.10 per share.

On March 14, 2022, the

Company completed a private placement wherein the Company sold (i) 2,301,353

shares of its Common Stock together with Investor Warrants to purchase up to 2,301,353 shares of Common Stock, and (ii) 1,302,251

pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of Common Stock,

together with Investor Warrants to purchase up to 1,302,251 shares of Common Stock.

Each share of Common Stock and accompanying Investor

Warrant were sold together at a combined offering price of $2.22, and each Pre-Funded Warrant and accompanying Investor Warrant were

sold together at a combined offering price of $2.219.

The Company received approximately $8 million in gross proceeds, and $ 6,781,199

in net proceeds in this offering.

Impact of Coronavirus (COVID-19) Pandemic

In March 2020, the World Health Organization declared

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The unaudited financial statements of the Company

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

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.

for the three month periods ended March 31, 2022 and 2021 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

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.

balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company's financial

statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities

and Exchange Commission (the “SEC”) on March 21, 2022.

These financial statements should be read in conjunction with that

Reverse Stock Splits

Effective February 1, 2019, the Company completed

a 20 to 1 reverse split of its common stock.

Effective April 6, 2020, the Company completed

another 20 to 1 reverse split of its common stock (the “Second Reverse Stock Split”).

Effective February 9, 2022, the Company completed

a 1 for 200 reverse split of its common stock (the “Third Reverse Stock Split”).

The Company's financial statements reflect the

First, Second, and Third Reverse Stock Split on a retroactive basis for all periods presented and for all references to common stock,

unless specifically stated otherwise.

Recently Issued Accounting Pronouncements

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.

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 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

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 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

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.

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.

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.

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 – Notes Payable

The Company’s Notes Payable at September

The Company’s Notes Payable at December

31, 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,

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 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% 20,000 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

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

$ 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 %

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 .

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 %, which 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 on March 23, 2021, which is 180 days after the issuance date, and determined

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 .

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 %

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 %

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

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 May 24, 2021, which is 180 days after the issuance date, and determined

that there was no beneficial conversion feature on September 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 September 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 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

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 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

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 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 20, 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 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

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

The Note was 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 February 17, 2022, the Company paid off the entire

principal balance of this Note, together with accrued interest of $ 20,753 by making a cash payment of $ 520,753 .

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.

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

The Note was convertible after

180 days from issuance into common stock at a price equal to $0.30 per share.

On February 17, 2022, the Company paid off the entire principal

balance of this Note, together with accrued interest of $ 27,863 by making a cash payment of $ 927,863 .

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

in exchange for a Note Payable having a Face Value of $ 500,000 with interest accruing at 5 %, due August 18, 2023 .

The Note was 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

On February 17, 2022, the Company paid off the entire

principal balance of this Note, together with accrued of $ 12,534 by making a cash payment of $ 512,534 .

As of March 31, 2022, the Company had no outstanding

notes payable.

At March 31, 2022 and December 31, 2021, total

accrued interest on Notes Payable was $- 0 - and $ 48,287 , respectively.

Note 4 – Notes Payable - Related Party

Outstanding Notes Payable at September 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 .

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 3 – Shareholders’ Equity

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 during the nine months ended September 30, 2021.

On February 17, 2022, the Company’s public

offering closed and the Company received net proceeds of $ 6,833,071 from the offering.

Pursuant to the offering, the Company issued and

sold an aggregate of 1,882,353 shares of common stock and 4,102,200 Tradeable Warrants (including 337,494 Tradeable Warrants resulting

from partial exercise of the overallotment option granted to the underwriter).

On February 22, 2022, the Company redeemed 990,000

shares of Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $ 0.10 per share.

On March 14, 2022, the Company completed a private

placement and received gross proceeds of approximately $8 million before deducting transaction related expenses payable by the Company.

The net proceeds to the Company from this private placement were $ 6,781,199 .

In connection with this private placement, the

Company issued (i) 2,301,353 shares of its common stock together with investor warrants (“Investor Warrants”) to purchase

up to 2,301,353 shares of common stock, and (ii) 1,302,251 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded

Warrant exercisable for one share of common stock, together with Investor Warrants to purchase up to 1,302,251 shares of common stock.

Each share of common stock and accompanying Investor Warrant were sold together at a combined offering price of $2.22, and each Pre-Funded

Warrant and accompanying Investor Warrant were sold together at a combined offering price of $2.219.

The Pre-Funded Warrants were immediately

exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised

The Investor Warrants have an exercise price of $2.22 per share (subject to adjustment as set forth in the warrant), were exercisable

upon issuance and will expire five years from the date of issuance.

The Company declared no dividends through March

Note 4 – Warrants

The Company accounts for issued warrants either as a liability or equity

in accordance with ASC 480-10 or ASC 815-40.

Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable

and they require settlement in cash, other assets, or a variable number of shares.

If warrants do not meet liability classification under

ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability

or as equity.

Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence

of the triggering event.

Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting

Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations

as a gain or loss.

If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified

as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity

under ASC 815-40 or other applicable GAAP standard.

Equity-classified warrants are accounted for at fair value on the issuance date with

no changes in fair value recognized after the issuance date.

During the three months ended March 31, 2022,

the Company completed two financing events, and in connection therewith, it issued warrants as follows:

issued with financing

EXERCISE PRICE

Pre-Funded Warrants

Tradeable Warrants

February 2027

Investor Warrants

*The Tradeable Warrants had an initial exercise

price of $4.25, subject to adjustment.

Upon the closing of the Company’s private placement on March 14, 2022, the exercise price

of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof.

During the three months ended March 31, 2022,

a total of 370,452 Tradeable Warrants were exercised resulting in aggregate proceeds of $ 822,403 received by the Company.

The Company’s outstanding warrants at March

31, 2022 consisted of the following:

of outstanding warrants

EXERCISE PRICE

Pre-Funded Warrants

Tradeable Warrants

February 2027

Investor Warrants

Note 5 – Net Loss Per Common

Basic net loss per share is calculated by dividing

the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common

stock equivalents.

Diluted net loss per share is calculated by dividing

the net loss by the weighted-average number of shares of common stock outstanding during the period, considering common stock equivalents.

In March 2022, the Company issued and sold Pre-Funded

Warrants to purchase 1,302,251 shares of common stock at a nominal exercise price of $0.001 per share (see Note 3).

During the three months

ended March 31, 2022, none of these warrants were exercised.

As of March 31, 2021, there are 1,302,251 Pre-Funded Warrants outstanding.

The shares of common stock into which the Pre-Funded Warrants may be exercised are considered outstanding for the purposes of computing

earnings per share, because the shares may be issued for little or no consideration, they are fully vested and they are immediately exercisable

upon their issuance date.

In February 2022, the Company issued 4,102,200

Tradeable Warrants pursuant to the Company’s public offering (see Note 3).

In March 2022, the Company issued 3,603,604 Investor Warrants

in a private placement (see Note 3).

370,452 Tradeable Warrants were exercised as of March 31, 2022, leaving 3,731,748 Tradeable Warrants

These warrants are dilutive and included in the diluted earnings per share.

Note 6 – Management Compensation

The Company paid its Officers cash

compensation totaling $ 320,000 and

$ 109,927 for

the three months ended March 31, 2022 and 2021, respectively.

Of these amounts attributable to

the Company’s CEO, $ 60,000 and

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

the Company issued 300,000 shares

of common stock valued at $ 918,000 to

its Officers during the three months ended March 31, 2021.

The value of these shares was based upon the closing price of the

Company’s common stock of $3.06 on the issuance date.

Note 7 – Subsequent Events

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-.

On April 28, 2022, the Company completed a private

placement with certain accredited institutional investors for aggregate gross proceeds of approximately $19.5 million.

The Company received

net proceeds of $16,752,917 from this private placement.

In connection with the private placement, the Company issued and sold (i) 2,472,820

shares of its common stock, (ii) non-tradeable warrants to purchase up to 9,725,690 shares of common stock, and (iii) 2,390,025 pre-funded

warrants with each pre-funded warrant exercisable for one share of common stock.

Each share of common stock and accompanying two warrants

were sold together at a combined offering price of $4.01, and each pre-funded warrant and accompanying two warrants were sold together

at a combined offering price of $4.009.

The warrants have an exercise price of $3.76 and a term equal to five years from the issuance

During April 2022, a total of 1,302,251 Pre-Funded

Warrants, 2,768,055 Tradeable Warrants, and 2,802,703 Investor Warrants were exercised resulting in aggregate net proceeds of $12,368,385

received by the Company.

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