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Item 9A. Controls and Procedures

2023-04-04 compared with 2022-03-21 · 411 added, 1306 removed, 84 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such

term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.

These controls are designed

to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such

information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required

Based on this evaluation,

our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of December 31,

2021, at reasonable assurance level, for the following reasons:

ineffective control environment and lack of qualified full-time CFO who has SEC experience to focus on our financial affairs;

lack of qualified and sufficient personnel, and processes to adequately and timely identify making any and all required public disclosures;

deficiencies in the period-end reporting process and accounting policies;

inadequate internal controls over the application of new accounting principles or the application of existing accounting principles to

new transactions;

inadequate internal controls relating to the authorization, recognition, capture, and review of transactions, facts, circumstances, and

events that could have a material impact on the company’s financial reporting process;

deficient revenue recognition policies;

inadequate internal controls with respect to inventory tracking and transactions;

improper and lack of timely accounting for accruals such as prepaid expenses, accounts payable and accrued liabilities.

The Company is addressing

the ineffective controls, including through the following steps:

· The Company added independent directors in the fourth quarter of 2021 and the first quarter of 2022.

· The Company has additional financial resources, including funds received through a public offering and

a private placement completed in the first quarter of 2022, to enable the hiring of additional personnel that will result in a separation

of duties going forward.

· The Company established an independent Audit Committee in the first quarter of 2022.

Additionally, the Board of Directors will work with management to continuously review controls

and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure

Controls and Procedures

We believe that our financial

statements presented in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations,

and cash flows for all periods presented herein.

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated

under the Exchange Act.

Those rules define internal control over financial reporting as a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the

assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the Company;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company’s

assets that could have a material effect on the financial statements.

Because of its inherent limitations,

internal controls over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness

of our internal control over financial reporting as of December 31, 2021.

In making this assessment, our management used the criteria

established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Management believes that, as of December 31, 2021, our internal control over financial reporting were ineffective

based in part on the issues discussed above.

This Annual Report does

not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial

Except as set forth above, there were no changes in our internal

control over financial reporting during the quarter ended December 31, 2021, which were identified in conjunction with management’s

evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our

disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of

the period covered by this report.

controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange

Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions

regarding required disclosure.

on this evaluation, our management, including our CEO and CFO concluded that our disclosure controls and procedures were effective as

of December 31, 2022, at reasonable assurance levels.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined

in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Our system of internal control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements

for external reporting purposes in accordance with US GAAP.

internal control over financial reporting includes those policies and procedures that:

(a) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(b) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with US GAAP, and

that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (c) provide

reasonable assurance regarding prevention or timely detection of unauthorized use, acquisition, or disposition of our assets that could

have a material effect on the consolidated financial statements.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal

control over financial reporting as of December 31, 2022, and they concluded that our internal control over financial reporting was effective

as of December 31, 2022.

In making this assessment, we utilized the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013).

Attestation Report by Independent Registered Accountant

effectiveness of our internal control over financial reporting as of December 31, 2022, has not been audited by our independent registered

public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

in Internal Controls over Financial Reporting

were no changes in our internal control over financial reporting during the three months ended December 31, 2022, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors, Executive Officers and

Corporate Governance.

The following table and biographical

summaries set forth information, including principal occupation and business experience about our directors and executive officers:

President, Chief Executive Officer and Chairman

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

following individuals currently serve as our Board of Directors and executive officers.

President, Chief Executive

Officer and Chairman

Abderrazzak Merzouki

Chief Operating Officer and Director

Chief Operating Officer

Camille Sebaaly

Chief Financial Officer and Secretary

Chief Financial Officer

and Secretary

Rabi Kiderchah

Andrew Keller

was appointed as our chief executive officer and chairman of our board of directors on October 15, 2009.

Slilaty is an accomplished

scientist and business executive.

His scientific publications are widely cited.

Sunshine Biopharma is the third in a line of biotechnology

companies that Dr.

Slilaty was appointed as our chief executive officer and chairman of our board

of directors on October 15, 2009.

Slilaty is an accomplished scientist and business executive.

His scientific publications are

widely cited.

Sunshine Biopharma is the third in a line of biotechnology companies that Dr.

Slilaty founded and managed.

The first, Quantum Biotechnologies Inc.

The first, Quantum

Biotechnologies Inc.

later known as Qbiogene Inc.

founded in 1991 and is now a member of a family of companies owned by MP Biomedicals , one of the largest international suppliers

of biotechnology reagents and other research products.

The second company which Dr.

Slilaty founded, Genomics One Corporation ,

conducted an initial public offering of its capital stock in 1999 and, on the basis of its ownership of Dr.

Slilaty’s patented TrueBlue

Technology, Genomics One became one of the key participants in the Human Genome Project and reached a market capitalization of

$1 billion in 2000.

, was founded in 1991 and is now a member of a family of companies owned by

MP Biomedicals , one of the largest international suppliers of biotechnology reagents and other research products.

The second company

Slilaty founded, Genomics One Corporation , conducted an initial public offering of its capital stock in 1999 and, on

the basis of its ownership of Dr.

Slilaty’s patented TrueBlue® Technology, Genomics One became one of the key participants

in the Human Genome Project and reached a market capitalization of $1 billion in 2000.

Formerly, Dr.

Slilaty was a research team leader at the Biotechnology Research Institute (Montreal) , a division

of the National Research Council of Canada .

Slilaty is one of the pioneers of Gene Therapy having developed the first gene

delivery system applicable to humans in 1983 [ Science 220:

Slilaty was a research team leader

at the Biotechnology Research Institute (Montreal) , a division of the National Research Council of Canada .

one of the pioneers of Gene Therapy having developed the first gene delivery system applicable to humans in 1983 [ Science 220:

725-727 (1983) ].

Slilaty's other distinguished scientific

career accomplishments was the discovery of a new class of enzymes, the S24 Family of Proteases (IUBMB Enzyme:

Slilaty's other distinguished scientific career accomplishments included (i) the discovery of a new class of

enzymes, the S24 Family of Proteases (IUBMB Enzyme:

EC 3.4.21.88) [ Proc.

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In addition, Dr.

Slilaty (i) developed the first site-directed mutagenesis system

applicable to double-stranded DNA [ Analyt.

194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic

enzyme (lytic b-1,3-glucanase) [ J.

1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing

the rate of enzyme reactions [ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed a powerful new cloning system

for genomic sequencing (TrueBlue® Technology) [ Gene 213:

Slilaty (i) developed the first site-directed mutagenesis system applicable to double-stranded DNA [ Analyt.

194-200 (1990) ], (ii) cloned the gene for the first yeast-lytic enzyme (lytic b-1,3-glucanase) [ J.

1058-1063 (1991) ], (iii) developed a new molecular strategy for increasing the rate of enzyme reactions [ Protein Engineering 4:

919-922 (1991) ], and (iv) constructed a powerful new cloning system for genomic sequencing (TrueBlue® Technology) [ Gene 213:

83-91 (1998) ].

Most recently, Dr.

Slilaty, in collaboration

with Institut National des Sciences Appliquée (France), State University of New York at Binghamton (USA) and École Polytechnique,

Université de Montréal (Canada), designed, patented, and advanced the development the first, and currently the only known

anticancer compound (Adva-27a) capable of destroying multidrug resistant cancer cells [ Anticancer Res.

4423 (2011) and US

Patent Numbers:

Slilaty, in collaboration with Institut National des Sciences Appliquée (France), State University

of New York at Binghamton (USA) and École Polytechnique, Université de Montréal (Canada), designed, patented, and

advanced the development the first, and currently the only known anticancer compound (Adva-27a) capable of destroying multidrug resistant

cancer cells [ Anticancer Res.

4423 (2011) and US Patent Numbers:

8,236,935 and 10,272,065 ].

These and other works of Dr.

Slilaty are cited in research papers, editorials, review articles

and textbooks.

Slilaty is the author of 18 original research papers and 10 issued and pending.

These and other works of

Slilaty are cited in research papers, editorials, review articles and textbooks.

Slilaty is the author of 18 original research

papers and 10 issued and pending.

These and other works of Dr.

are cited in research papers, editorials, review articles and textbooks.

Slilaty are cited in research papers, editorials, review articles and textbooks.

Slilaty received his Ph.D.

degree in Molecular Biology from

the University of Arizona in 1983 and Bachelor of Science degree in Genetics and Biochemistry from Cornell University in 1976.

has received research grants from the NIH and NSF and he is the recipient of the 1981 University of Arizona Foundation award for Meritorious

Performance in Teaching.

Slilaty’s scientific knowledge and experience qualifies him to serve on our board of directors.

Merzouki was appointed as a director and our chief operating officer in February 2016.

In addition to his positions with our

Company since January 2016 he has been self-employed as a consultant in the fields of biotechnology and pharmacology.

From July 2007

degree in Molecular Biology from the University of Arizona in 1983 and Bachelor of Science degree in Genetics

and Biochemistry from Cornell University in 1976.

Slilaty has received research grants from the NIH and NSF and he is the recipient

of the 1981 University of Arizona Foundation award for Meritorious Performance in Teaching.

Slilaty’s scientific knowledge and

experience qualifies him to serve on our board of directors.

Abderrazzak Merzouki was appointed as a director and our chief operating officer in February 2016.

In addition to his positions

with our Company since January 2016 he has been self-employed as a consultant in the fields of biotechnology and pharmacology.

2007 through December 2016, Dr.

Merzouki worked at the Institute of Biomedical Engineering in the Department of Chemical Engineering at

Ecole Polytechnique de Montreal, where he taught and acted as a senior scientist involved in the research and development of plasmid

Merzouki worked at the Institute of Biomedical Engineering in the Department of Chemical Engineering

at Ecole Polytechnique de Montreal, where he taught and acted as a senior scientist involved in the research and development of plasmid

and siRNA-based therapies.

Merzouki is a molecular biologist and an immunologist with extensive experience in the area of gene

therapy where he performed several preclinical studies for pharmaceutical companies involving the use of adenoviral vectors for

cancer therapy and plasmid vectors for the treatment of peripheral arterial occlusions.

Merzouki also has extensive expertise in

the design of expression vectors, and production and purification of recombinant proteins.

He developed technologies for production

of biogeneric therapeutic proteins for the treatment of various diseases including cancer, diabetes, hepatitis and multiple

Merzouki obtained his Ph.D.

in Virology and Immunology from Institut Armand-Frappier in Quebec and received his

post-doctoral training at the University of British Columbia and the BC Center for Excellence in HIV/AIDS research.

over 30 publications and 70 communications in various, highly respected scientific journals in the field of cellular and molecular

Merzouki’s scientific knowledge and experience qualifies him to serve on our board of directors.

Camille Sebaaly

was appointed as our chief financial officer, secretary and a director of our Company on October 15, 2009.

He resigned as a director of

the Company in October 2021.

Merzouki is a molecular biologist and an immunologist with extensive experience in the area of gene therapy

where he performed several preclinical studies for pharmaceutical companies involving the use of adenoviral vectors for cancer therapy

and plasmid vectors for the treatment of peripheral arterial occlusions.

Merzouki also has extensive expertise in the design of expression

vectors, and production and purification of recombinant proteins.

He developed technologies for production of biogeneric therapeutic

proteins for the treatment of various diseases including cancer, diabetes, hepatitis and multiple sclerosis.

Merzouki obtained his

in Virology and Immunology from Institut Armand-Frappier in Quebec and received his post-doctoral training at the University of

British Columbia and the BC Center for Excellence in HIV/AIDS research.

Merzouki has over 30 publications and 70 communications in

various, highly respected scientific journals in the field of cellular and molecular biology.

Merzouki’s scientific knowledge

and experience qualifies him to serve on our board of directors.

Camille Sebaaly was appointed as our chief financial officer, secretary and a director of our Company on October 15, 2009.

He resigned as a director of the Company in October 2021.

Since 2001, Mr.

Sebaaly has been self-employed as a business consultant, primarily in the biotechnology and

biopharmaceutical sectors.

He held a number of senior executive positions in various areas including financial management, business development,

project management and finance.

As an executive and an entrepreneur, he combines expertise in strategic planning and finance with strong

skills in business development and deal structure and negotiations.

Sebaaly has been self-employed as a business consultant,

primarily in the biotechnology and biopharmaceutical sectors.

He held a number of senior executive positions in various areas

including financial management, business development, project management and finance.

As an executive and an entrepreneur, he

combines expertise in strategic planning and finance with strong skills in business development and deal structure and

negotiations.

In addition, Mr.

Sebaaly worked in operations, general management,

investor relations, marketing and business development with emphasis on international business and marketing of advanced technologies

including hydrogen generation and energy saving.

Sebaaly worked in operations, general management, investor relations, marketing and business

development with emphasis on international business and marketing of advanced technologies including hydrogen generation and energy

In the area of marketing, Mr.

Sebaaly has evaluated market demands and opportunities,

created strategic marketing and business development plans, designed marketing communications and launched market penetration programs.

Sebaaly graduated from State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Rabi Kiderchah has

served as a director of the Company since October 2021.

Sebaaly has evaluated market demands and opportunities, created strategic marketing and

business development plans, designed marketing communications and launched market penetration programs.

Sebaaly graduated from

State University of New York at Buffalo with an Electrical and Computer Engineering Degree in 1987.

Rabi Kiderchah has served as a director of the Company since October 2021.

Kiderchah is a licensed physician in Canada.

From 2000 until August 2021,

he was working at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician.

He has also worked as what is referred

to in Canada as a “medecins depanneurs”, working in rural areas where there are not enough ER doctors.

Since August 2011 he

has worked at Rabi Kiderchah Medecin Inc.

2000 until August 2021, he was working at Argenteuil Hospital, Lachute, Quebec, Canada, as an emergency room physician.

He has also worked

as what is referred to in Canada as a “medecins depanneurs”, working in rural areas where there are not enough ER doctors.

Since August 2011 he has worked at Rabi Kiderchah Medecin Inc.

as a freelance physician in the Quebec, Canada area.

He received a Bachelor of Science degree

in 1994 and an MD degree in 1998 from the University of Montreal.

Kiderchah’s medical and scientific knowledge and experience

qualifies him to serve on our board of directors.

has served as a director of the Company since February 10, 2022.

Since 2007, Mr.

Natan has served as President and Chief Executive Officer

of Natan & Associates, LLC, Parkland, Florida, a privately held consulting firm offering chief financial officer services to public

and private companies in a variety of industries.

In addition, since April 2020 Mr.

Natan has served as Executive Vice President and Chief

Financial Officer for Airborne Motorworks, Inc., Spokane, WA, a privately-held aerospace transportation company, Since February 2021,

Natan has also been a director and Chairperson of the Audit Committee of Global Diversified Marketing Group, Inc.

a manufacturer, marketer and distributor of food and snack products.

He received a Bachelor

of Science degree in 1994 and an MD degree in 1998 from the University of Montreal.

Kiderchah’s medical and scientific knowledge

and experience qualifies him to serve on our board of directors.

David Natan has served as a director of the Company since February 2022.

In addition, since 2007 Mr.

Natan has served as President

and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial officer services to public and

private companies in a variety of industries.

From February 2010 to May 2020, Mr.

Natan served as Chief Executive

Officer of ForceField Energy, Inc.

Natan served as Chief Executive Officer of ForceField

FNRG), a company focused on the solar industry and LED lighting products.

He was also Chairman

of the Board of this company from April 2015 to May 2020.

Additionally, Mr.

Natan served in various roles of increasing responsibility

with Deloitte & Touche LLP, a global consulting firm, as well as a member of the Board of Directors of various companies.

in Economics from Boston University.

Natan’s experience as business executive and as a director of public companies

qualify him to serve on our board of directors.

has served as a director of the Company since February 10, 2022.

From February 2002 to November 2007,

Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development Group, Inc., a drug development

services company, and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations, Inc.,

a manufacturer and marketer of oil analysis instruments and speakers and speaker components.

Prior to that, Mr.

Natan served in various

roles of increasing responsibility with Deloitte & Touche LLP, a global consulting firm.

Natan currently serves as a member of

the Board of Directors and Chair of the Audit Committee of Global Diversified Marketing Group, Inc.

GDMK), a manufacturer,

marketer and distributor of food and snack products, since February 2021 and serves as a member of the Board of Directors and Chair of

the Audit Committee of Sunshine Biopharma, Inc.

SBFM), a pharmaceutical and nutritional supplement company, since February 2022.

Additionally in December 2022, Mr.

Natan was appointed to the board of Directors and Audit Committee Chair of Vivakor Inc.

Previously, Mr.

Natan served as Chairman of the Board of Directors of ForceField Energy, Inc., from April 2015 to May 2020, and as a

member of the Board of Directors of Global Technovations, Inc., from December 1999 to December 2001.

Natan holds a B.A.

from Boston University.

Natan’s experience as business executive and as a director of public companies qualify him to serve

on our board of directors.

Keller has served as a director of the Company since February 10, 2022.

From 2016 through November 2019, Dr.

Keller was the Chief Medical

Officer at the Western Connecticut Medical Group, Bethel CT, a multispecialty organization.

He was employed by this group beginning in

1989, and in 2003 became Chief – Section of Cardiovascular Diseases.

In 2014 he was appointed Chief Medical Informatics Officer.

was the Chief Medical Officer at the Western Connecticut Medical Group, Bethel CT, a multispecialty organization.

He was employed by

this group beginning in 1989, and in 2003 became Chief – Section of Cardiovascular Diseases.

In 2014 he was appointed Chief Medical

Informatics Officer.

Previously, Dr.

Keller was an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians and Surgeons,

Keller retired as a practicing physician in 2019 and in 2020, became a full time student at Quinnipiac University College

of Law, where he is currently in his second year.

Keller received a Doctor of Medicine degree in 1979 from The Ohio State University

and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca College in 1975.

Keller’s medical and scientific knowledge

and experience qualify him to serve on our board of directors.

Corporate Governance

Board of Directors Term of Office

Directors are elected at our

annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected

and qualified.

Committees of our Board of Directors

The Company has established

an audit committee, a compensation committee, and a corporate governance and nominating committee of our board of directors.

Each committee

is comprised of each of our independent directors.

Keller was an Assistant Professor of Medicine/Radiology at Columbia University, The College of Physicians

and Surgeons, NY, NY.

Keller retired as a practicing physician in 2019 and in 2020, became a full time student at Quinnipiac University

College of Law, where he is currently in his third year.

Keller received a Doctor of Medicine degree in 1979 from The Ohio State

University and a Bachelor of Arts degree in Physics, Magna Cum Laude from Ithaca College in 1975.

Keller’s medical and scientific

knowledge and experience qualify him to serve on our board of directors.

of Directors Term of Office

are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their

successors are elected and qualified.

of our Board of Directors

Company has established an audit committee, a compensation committee, and a corporate governance and nominating committee of our board

of directors.

Each committee is comprised of each of our independent directors.

David Natan is our audit committee financial expert.

No Family Relationships

There is no family relationship

between any director and executive officer or among any directors or executive officers.

Involvement in Certain Legal Proceedings

Our directors and executive

officers have not been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have adopted a Code of

Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer.

Our Code of Ethics

is available on our website at www.sunshinebiopharma.com.

Delinquent Section 16(a) Reports

Section 16(a)

of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and certain persons who own more

than 10% of a registered class of the Company’s equity securities (collectively, “Reporting Persons”), to file reports

of ownership and changes in ownership (“Section 16 Reports”) with the Securities and Exchange Commission (the “SEC”).

Based solely on its review of the copies of such Section 16 Reports filed with the SEC, all Section 16(a) filing requirements applicable

to the Reporting Persons during and with respect to the fiscal year ended December 31, 2021 were complied with on a timely basis, except

that Form 3s were filed late by Rabi Kiderchah, JD Kish, and Andrew Telsey, a Form 4 was filed late by Merzouki Abderrazzak (resulting

in one transaction not being reported on a timely basis), a Form 4 was filed late by Dr.

Slilaty (resulting in one transaction

not being reported on a timely basis), and a Form 4 was filed late by Camille Sebaaly (resulting in one transaction not being reported

on a timely basis),

Family Relationships

is no family relationship between any director and executive officer or among any directors or executive officers.

in Certain Legal Proceedings

directors and executive officers have not been involved in any of the following events during the past ten years:

any bankruptcy petition

filed by or against such person or any business of which such person was a general partner or executive officer either at the time

of the bankruptcy or within two years prior to that time;

any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated

with any person practicing in banking or securities activities;

being found by a court of

competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law,

and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party

to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated,

relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting

financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with

any business entity;

being subject of or party

to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity

or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting

Our Code of Ethics is available on our website at www.sunshinebiopharma.com.

EXECUTIVE COMPENSATION

The following table sets forth

compensation information for services rendered by our executive officers in all capacities during the last two completed fiscal years.

Name and Principal Position

Stock Awards ($)

All Other Compensation ($)

following table sets forth compensation information for services rendered by our executive officers in all capacities during the last

two completed fiscal years.

Name and Principal

Other Compensation ($)

Chief Executive Officer and Director

Camille Sebaaly

Chief Financial Officer and Director

Chief Financial Officer

Abderrazzak Merzouki

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________________

Portions of these amounts were paid to Advanomics Corporation (now known as TRT Pharma Inc.), a company controlled by Dr.

Represents stock award valued at $3.06 per share, the closing price of the common stock on the date of grant of January 6, 2021.

In consideration for services valued at $50,000, Dr.

Slilaty was issued 500,000 shares of Series B Preferred Stock, valued based on the stated value of $0.10.

Employment Agreements

We are not party to any employment

Outstanding Equity Awards at 2021 Fiscal Year-End

We did not have any outstanding

equity awards as of December 31, 2021.

Director Compensation

We did not pay any compensation

to our directors during the year ended December 31, 2021, except as set forth in the summary compensation table above.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth

certain information, as of March 16, 2022, with respect to the beneficial ownership of the outstanding common stock by (i) any holder

of more than five (5%) percent;

Portions of these amounts

were paid to Advanomics Corporation, a company controlled by Dr.

Represents stock award valued

at $3.06 per share, the closing price of the common stock on the date of grant of January 6, 2021.

April 8, 2022, we entered into an employment agreement with Dr.

Slilaty, our Chief Executive Officer.

Pursuant to the employment

agreement, Dr.

Slilaty will continue to serve as our CEO and will be paid a base annual salary of $360,000 (which will increase annually

at the rate of the Consumer Price Index or 5%, whichever is higher).

The employment agreement has a term of four years and will renew

automatically for a term of an additional three years.

In the event the employment agreement is terminated by the Company without cause,

the Company will pay Dr.

Slilaty $10 million.

Upon expiration of the employment agreement, the Company will pay Dr.

Slilaty $2 million.

Equity Awards at 2022 Fiscal Year-End

did not have any outstanding equity awards as of December 31, 2022.

following table sets forth compensation we paid to our directors during the year ended December 31, 2022.

Earned or Paid in Cash ($)

Other Compensation

Rabi Kiderchah

Abderrazzak Merzouki

Andrew Keller

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of March 31 2023, with respect to the beneficial ownership of the outstanding common

stock by (i) any holder of more than five (5%) percent;

(ii) each of our executive officers and directors;

and (iii) our directors and executive officers as a

We have determined beneficial

ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess

sole or shared voting power or investment power with respect to those securities.

The table lists applicable percentage ownership based

on 7,129,778 shares of common stock outstanding as of March 16, 2022.

In addition, under SEC rules, beneficial ownership of common stock

include shares of our common stock issuable pursuant to the conversion or exercise of securities that are either immediately exercisable

or convertible into common stock or exercisable or convertible into common stock within 60 days of March 16, 2022.

These shares are deemed

to be outstanding and beneficially owned by the person holding those securities for the purpose of computing the percentage ownership

of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares

shown as beneficially owned by them, subject to applicable community property laws.

and (iii) our directors and

executive officers as a group.

have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of

securities to persons who possess sole or shared voting power or investment power with respect to those securities.

The table lists applicable

percentage ownership based on 22,585,632 shares of common stock outstanding as of March 31, 2023.

In addition, under SEC rules, beneficial

ownership of common stock includes shares of our common stock issuable pursuant to the conversion or exercise of securities that are

either immediately exercisable or convertible into common stock or exercisable or convertible into common stock within 60 days of March

These shares are deemed to be outstanding and beneficially owned by the person holding those securities for the purpose of

computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage

ownership of any other person.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment

power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Common Class

Name and Address

of Beneficial Owner

and Nature of Beneficial Ownership

of Common Class

Slilaty (1)(2)(3)

Rue Lajeunesse

1 unchanged sentence

Canada H7X 3K4

Camille Sebaaly

14464 Gouin West, #B

Montreal, Quebec

Canada H9H 1B1

Levesque West, Suite 506

Laval, Quebec

Canada H7V 2G3

Abderrazzak Merzouki

3 unchanged sentences

Andrew Keller (1)

c/o Sunshine Biopharma, Inc.

Sunshine Biopharma, Inc.

6500 Trans-Canada Highway

4th Floor, Pointe-Claire,

Quebec H9R 0A5, Canada

H9R 0A5, Canada

David Natan (1)

c/o Sunshine Biopharma, Inc.

7 unchanged sentences

Quebec H9R 0A5, Canada

All Officers and Directors as Group (6 persons):

rue Saint Patrick, Apt.

Quebec Canada H3K 2H2

3,700,000 (3)

All Officers and Directors

as Group (5 persons)

4,113,834 (3)

____________________

Less than 1%.

Includes 4,306 shares held in the name of Advanomics Corporation (now known as TRT Pharma Inc.).

Slilaty is an officer, director and principal shareholder of TRT Pharma Inc.

and, as a result, controls the disposition of these shares.

Slilaty also owns all of our 10,000 outstanding shares of Series B Preferred Stock.

Each share of Series B Preferred Stock entitles the holder to 1,000 votes.

Slilaty has agreed not to exercise any of his voting rights under the Series B Preferred Stock while any of the warrants issued in our public offering we completed in February 2022 are outstanding.

Certain Relationships and Related

Transactions, and Director Independence.

We had an outstanding note

dated December 31, 2019 held by Dr.

Slilaty, our chief executive officer, with a principal amount of $128,269, accruing interest

at 12% per year, which was due December 31, 2020.

On December 31, 2020, we renewed this note together with accrued interest of $15,392

for a 12-month period.

The new note had a principal amount of $143,661, accrued interest at 12% per year, and had a maturity date of December

On August 24, 2021, the Company paid off the entire principal balance of this note, together with accrued interest of $12,929

by making a cash payment of $156,590.

During the year ended December

31, 2020, we issued to Dr.

Slilaty 500,000 shares of Series B Preferred Stock for services.

Andrew Telsey, who was elected

a director of the Company in October 2021 and served as a director until February 10, 2022, is the sole shareholder of Andrew I.

P.C., a law firm that provides legal services to the Company.

During the years ended December 31, 2021 and 2020, the Company paid the

firm $35,281 and $36,042 in legal fees and expenses.

James (JD) Kish, who was elected

a director of the Company in October 2021 and served as a director until February 10, 2022, provides accounting services to the Company.

During the years ended December 31, 2021 and 2020, the Company paid Mr.

Kish $27,000 and $20,000 in fees for accounting services.

Rabi Kiderchah, who was

elected a director of the Company in October 2021, has previously been a consultant to the Company.

During the year ended December 31,

2019, the Company issued to Dr.

Kiderchah 1,625 shares of common stock for services.

On February 22, 2022, we redeemed

990,000 shares of Series B Preferred Stock held by Dr.

Steve Slilaty at a redemption price equal to the stated value of $0.10 per share.

Director Independence

Our independent directors

consist of Dr.

Officer and/or director of our Company.

Does not include 10,000

shares of the Company’s Series B Preferred Shares.

Slilaty has agreed not to vote these shares until such time as the

Company’s Tradeable Warrants are no longer outstanding.

Each share of Series B Preferred Stock gives the holder the right to

1,000 votes per share.

Slilaty controls the

voting of Mr.

Chamoun’s shares through a voting agreement between Mr.

Chamoun and Dr.

Slilaty dated October 20, 2022

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

A Note Payable

dated December 31, 2019, held by our CEO having a face value of $128,269 and accruing interest at 12% was due December 31, 2020.

On December 31, 2020, we renewed the Note together with accrued interest of $15,392 for a 12-month period.

The new Note had a face value

of $143,661, accrued interest at 12% per year, and had a maturity date of December 31, 2021.

On August 24, 2021, we paid off the entire

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

February 22, 2022, we redeemed 990,000 shares of Series B Preferred Stock held by Dr.

Steve Slilaty, our CEO, at a redemption price equal

to the stated value of $0.10 per share.

independent directors consist of Dr.

Kiderchah, Mr.

1 unchanged sentence

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents

fees for professional audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal years ended December

31, 2021 and 2020:

following table presents fees for professional audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal

years ended December 31, 2022 and 2021:

Audit-related Fees

All Other Fees

consist of amounts billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports

on Forms 10-K for our fiscal years ended December 31, 2021 and 2020 and for reviews of our interim financial statements included in our

Quarterly Reports on Form 10-Q.

Audit-related Fees.

Audit fees consist of amounts billed for professional services rendered for the audit of our annual financial statements included

in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2022 and 2021 and for reviews of our interim financial statements

included in our Quarterly Reports on Form 10-Q.

Audit-related

fees represent fees for assurance and related services performed that are reasonably related to the performance of the audit or review

of our financial statements.

CPA PC did not perform any tax compliance services for us during the years ended December 31, 2021 or 2020

All Other Fees .

F Borgers CPA PC did not receive any other fees from us for the years ended December 31, 2021 or 2020.

As of December 31, 2021, our

entire Board of Directors performed the duties of an audit committee.

Our Board of Directors evaluated the scope and cost of the

engagement of an auditor before the auditor rendered audit and non-audit services.

As of February 15, 2022, the Board of Directors appointed

our three independent directors as the members of our audit committee.

Item 15 Exhibits.

Underwriting Agreement between the Company and Aegis Capital Corp.

Articles of Incorporation (2)

Certificate of Amendment to Articles of Incorporation filed November 2, 2009 (3)

Statement of Share and Equity Capital Exchange (4)

Articles of Amendment to Articles of Incorporation filed July 13, 2010 (4)

Articles of Amendment to Articles of Incorporation filed May 27, 2015 (5)

Articles of Amendment to Articles of Incorporation (6)

Articles of Amendment to Articles of Incorporation (7)

Description of Registrant’s Securities (filed herewith)

Audit-related fees represent fees for assurance and related services performed that are reasonably related to the performance

of the audit or review of our financial statements.

B F Borgers CPA PC did not perform any tax compliance services for us during the years ended December 31, 2022 or 2021.

B F Borgers CPA PC did not receive any other fees from us for the years ended December 31, 2022 or 2021.

of December 31, 2021, our entire Board of Directors performed the duties of an audit committee.

Our Board of Directors evaluated

the scope and cost of the engagement of an auditor before the auditor rendered audit and non-audit services.

As of February 15, 2022,

the Board of Directors appointed our three independent directors as the members of our audit committee.

Agreement between the Company and Aegis Capital Corp.

of Incorporation (2)

of Amendment to Articles of Incorporation filed November 2, 2009 (3)

of Share and Equity Capital Exchange (4)

of Amendment to Articles of Incorporation filed July 13, 2010 (4)

of Amendment to Articles of Incorporation filed May 27, 2015 (5)

of Amendment to Articles of Incorporation (6)

of Amendment to Articles of Incorporation (7)

of Registrant’s Securities (16)

Purchase Agreement with Advanomics Corporation (8)

Patent Purchase Agreement with Advanomics Corporation (9)

Second Patent Purchase Agreement with Advanomics Corporation (9)

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated October 8, 2016, including Secured Convertible Promissory Note

Amendment No.

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory Note (10)

1 to Patent Purchase Agreement with Advanomics Corporation dated December 28, 2016, including Secured Convertible Promissory

of Warrant (1)

Agent Agreement between the Company and Equiniti (1)

Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12)

Letter, dated March 14, 2022, between the Company and Aegis Capital Corp.

Purchase Agreement, dated March 10, 2022 (15)

of Warrant, dated March 14, 2022 (15)

Rights Agreement, dated March 10, 2022 (15)

of Amendment to Warrant (17)

Employment Agreement

between Sunshine Biopharma, Inc.

Steve Slilaty (18) *

Engagement Letter,

dated April 25, 2022 (19)

Form of Securities

Purchase Agreement (19)

Form of Registration

Rights Agreement (19)

Form of Warrant (19)

Warrant Agent Agreement between the Company and Equiniti (1)

Sponsored Research Agreement, dated October 6, 2020, between the Company and the University of Georgia Research Foundation, Inc.

Research Agreement between the Company and Arizona Board of Regents on behalf of the University of Arizona (12)

Engagement Letter, dated March 14, 2022, between the Company and Aegis

Capital Corp.

Securities Purchase Agreement, dated March 10, 2022 (15)

Form of Warrant, dated March 14, 2022 (15)

Registration Rights Agreement, dated March 10, 2022 (15)

Form of Pre-Funded Warrant (15)

Code of Ethics (13)

Subsidiaries (14)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

Share Purchase Agreement

between Sunshine Biopharma, Inc., Malek Chamoun and Nora Pharma Inc.

Employment Agreement

between Sunshine Biopharma, Inc., Nora Pharma Inc.

and Malek Chamoun (20) *

Research Agreement

between the Company and Sir Mortimer B.

Davis Jewish General Hospital (21)

License Agreement

between the Company and the University of Arizona (22) **

of Ethics (13)

Subsidiaries (filed herewith)

Consent of BF

Borgers CPA PC (filed herewith)

Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification

of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

Certification

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished

Inline XBRL Instance Document (the

instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Cover Page Interactive Data

File (formatted in IXBRL, and included in exhibit 101).

_______________________

** Portions of the exhibit have been omitted.

(1) Incorporated by reference to 8-K filed with the SEC on February

(2) Incorporated by reference to SB-2 filed with the SEC on October

(3) Incorporated by reference to 8-K filed with the SEC on November

(4) Incorporated by reference to 10-Q filed with the SEC on August

(5) Incorporated by reference to 8-K filed with the SEC on June 1,

(6) Incorporated by reference to 8-K filed with the SEC on June 24,

(7) Incorporated by reference to 8-K filed February 9, 2022.

(8) Incorporated by reference to 8-K filed with the SEC on October

(9) Incorporated by reference to 8-K filed with the SEC on December

management contract or compensatory arrangement.

Portions of the exhibit

have been omitted.

by reference to 8-K filed with the SEC on February 17, 2022

Incorporated by reference

to SB-2 filed with the SEC on October 19, 2007.

Incorporated by reference

to 8-K filed with the SEC on November 6, 2009.

Incorporated by reference

to 10-Q filed with the SEC on August 4, 2010.

Incorporated by reference

to 8-K filed with the SEC on June 1, 2015.

Incorporated by reference

to 8-K filed with the SEC on June 24, 2020.

Incorporated by reference

to 8-K filed February 9, 2022.

Incorporated by reference

to 8-K filed with the SEC on October 9, 2015.

Incorporated by reference

to 8-K filed with the SEC on December 28, 2015.

Incorporated by reference

to 8-K filed with the SEC on March 14, 2016.

Incorporated by reference

to S-1/A filed with the SEC on January 24, 2022.

Incorporated by reference

to 8-K filed with the SEC on February 25, 2022.

Incorporated by reference

to 10-K filed with the SEC on May 1, 2020.

Incorporated by reference

to S-1 filed September 9, 2021.

Incorporated by reference to 8-K filed with the SEC

on March 15, 2022.

Incorporated by reference to 10-K filed with the SEC on March 21, 2022.

(11) Incorporated by reference to S-1/A filed with the SEC on January

(12) Incorporated by reference to 8-K filed with the SEC on February

(13) Incorporated by reference to 10-K filed with the SEC on May 1,

(14) Incorporated by reference to S-1 filed September 9, 2021.

Incorporated by reference to 8-K filed with the SEC on March 24, 2022.

Sunshine Biopharma, Inc.

CONSOLIDATED FINANCIAL STATEMENTS

With Independent Accountant’s

At December 31, 2021 and 2020

Independent Accountant’s Audit Report

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Cash Flows

Consolidated Statement of Shareholders’ Equity

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

To the shareholders and the board of directors

of Sunshine Biopharma, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Sunshine Biopharma, Inc.

(the "Company") as of December 31, 2021 and 2020, the related consolidated statements

of operations and comprehensive income (loss), shareholders' equity, and cash flows for each of the two years in the period ended December

31, 2021, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles

generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or are required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since

March 21, 2022

Sunshine Biopharma, Inc.

Consolidated Condensed Balance

Current Assets:

Cash and cash equivalents

Accounts receivable

Prepaid expenses

Total Current Assets

Equipment (net of $ 64,016 and $ 51,485 depreciation, respectively)

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

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Notes payable, net of discount

Notes payable - related party

Accounts payable & accrued expenses

Interest payable

Total Current Liabilities

Long-term portion of notes payable

TOTAL LIABILITIES

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 par value per share;

Authorized 3,000,000,000 Shares;

and outstanding 2,591,240 and 1,732,096 at December 31, 2021 and 2020

Capital paid in excess of par value

Accumulated comprehensive income

Accumulated (Deficit)

( 32,655,174 )

( 20,218,727 )

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

See Accompanying Notes To These Financial Statements.

Sunshine Biopharma, Inc.

Unaudited Consolidated Statement of Operations and Comprehensive Loss

Cost of sales

General & Administrative Expenses:

Officer & director remuneration

Total General & Administrative Expenses

(Loss) from operations

( 2,440,134 )

Other Income (expense):

Loss on debt conversions

( 9,726,485 )

( 2,057,513 )

Foreign exchange (loss)

Interest expense

Miscellaneous income

Interest forgiveness

Total Other (Expense)

( 9,996,313 )

( 2,207,217 )

Net (loss) before income taxes

( 12,436,447 )

( 2,784,091 )

Provision for income taxes

( 12,436,447 )

( 2,784,091 )

Other comprehensive income:

Gain (Loss) from foreign exchange translation

Comprehensive (Loss)

$ ( 12,416,179 )

$ ( 2,783,715 )

Basic and diluted (Loss) per common share

Weighted Average Common Shares Outstanding (Basic & Diluted)

See Accompanying Notes To These Financial Statements.

Sunshine Biopharma, Inc.

Statement of Shareholders' Equity

Comprehensive

Shares Issued

Balance December 31, 2019

$ ( 17,434,636 )

$ ( 735,385 )

Common stock issued for reduction of debt and interest

Series B Preferred Stock

( 2,784,091 )

( 2,784,467 )

Balance at December 31, 2020

$ ( 20,218,727 )

$ ( 954,837 )

Common stock issued for reduction of debt and interest

Common stock issued for services

( 12,436,447 )

( 12,456,715 )

Balance at December 31, 2021

$ ( 32,655,174 )

See Accompanying Notes To These Financial Statements.

Sunshine Biopharma, Inc.

Unaudited Consolidated Statement of Cash Flows

Cash Flows From Operating Activities:

$ ( 12,436,447 )

$ ( 2,784,091 )

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

Depreciation and amortization

Foreign exchange (gain)

Stock issued for services

Stock issued for payment interest

Loss on debt conversion

Gain on interest and debt forgiveness

(Increase) in accounts receivable

(Increase) decrease in inventory

(Increase) in prepaid expenses

(Decrease) in Accounts Payable & accrued expenses

Increase in interest payable

Net Cash Flows (Used) in Operations

( 1,829,128 )

Cash Flows From Investing Activities:

Advances to discontinued operations

Purchase of equipment

Net Cash Flows (Used) in Investing Activities

Cash Flows From Financing Activities:

Proceeds from notes payable

Note payable used to pay fees

Payments of notes payable

Net Cash Flows Provided by Financing Activities

Cash and Cash Equivalents at Beginning of Period

Net Increase (Decrease) In Cash and cash equivalents

Foreign currency translation adjustment

Cash and Cash Equivalents at End of Period

Supplementary Disclosure of Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

Stock issued for note conversions

See Accompanying Notes To These Financial

Sunshine Biopharma, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Note 1 – Description of Business

Sunshine Biopharma, Inc.

(the "Company")

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

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

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

We are a pharmaceutical and nutritional supplement

company focusing on the research and development of proprietary drugs including our anti-cancer compound Adva-27a, and anti-coronavirus

lead compound, SBFM-PL4.

We also, through our wholly owned Canadian subsidiary,

Sunshine Biopharma Canada Inc.

(“Sunshine Canada”), develop science-based nutritional supplements, and currently sell one

nutritional supplement product.

Effective October 15, 2009, the Company acquired

Sunshine Biopharma, Inc.

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.

In the first quarter of 2021, Sunshine Canada 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 patents.

On January 1, 2018, the Company acquired all of

the issued and outstanding shares of Atlas Pharma Inc.

(“Atlas”), a Canadian privately held analytical chemistry company.

The purchase price for the shares was Eight Hundred Forty-Eight Thousand Dollars $848,000 Canadian ($676,748 US).

The purchase price included

cash payment of $100,500 Canadian ($80,289 US), plus the issuance of 250 shares of the Company’s Common Stock valued at $238,000,

and a promissory note (“Atlas Debt”) in the principal amount of $450,000 Canadian ($358,407 US), with interest payable at

the rate of 3% per annum.

Effective April 1, 2019, the Company re-assigned all of its stock in Atlas back to the original owner in exchange

for the Atlas Debt.

The loss on the disposition was $580,125.

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.

Effective February 1, 2019, the Company completed

a 20 to 1 reverse split of its Common Stock, (the “First Reverse Stock Split”).

Effective April 6, 2020, the Company completed

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

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) 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.

The Agreement grants the Company an exclusive worldwide license

for all of the intellectual property developed during the term of the Agreement, whether developed by UGA 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 2034.

On February 4, 2021, the Company entered into

an additional research agreement and an exclusive license agreement with the University of Georgia (“UGA”) for two Anti-Coronavirus

compounds which UGA had previously developed and patented.

This second research agreement provides for UGA to conduct mice studies on

the two UGA compounds licensed to the Company.

In December 2021, the Company was informed by the University of Georgia that preliminary

results of the mice study taking place indicated these two compounds have no significant effect on mice infected with SARS-CoV-2.

result, the Company no longer plans to pursue the UGA License or further development of these two compounds.

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 2034.

The equivalent patent in the United States was issued

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 the Company 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”).

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.

Effective February 9, 2022, the Company completed

a 1 for 200 reverse split of its Common Stock, reducing the issued and outstanding shares of Common Stock from 518,248,099 to 2,595,620

(the “Third 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 the First, Second, and Third Reverse Stock Split on a retroactive basis.

On February 15, 2022, the Company entered into

an underwriting agreement in connection with the Offering.

Pursuant to the Offering, the Company agreed to issue 1,882,353 Units, each

consisting of one share of Common Stock and two Warrants to purchase shares of Common Stock at a price of $4.25 per Unit for total gross

proceeds of $8,000,000.

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

equal up to 15% of the number of shares and warrants, respectively, sold in the offering solely to cover over-allotments, if any.

Also on February 15, 2022, the Company’s

shares of Common Stock and Warrants began trading on Nasdaq under the ticker symbol “SBFM” for the Common Stock and “SBFMW”

for the Warrants.

On February 17, 2022, the 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 warrants (including partial exercise of the over-allotment option granted to the underwriter).

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.

The Company's financial statements reflect the

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

and its subsidiaries (Sunshine Biopharma Canada Inc.

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

Note 2 – Summary of Significant Accounting

This summary of significant accounting policies

is presented to assist the reader in understanding the Company's financial statements.

The consolidated financial statements and notes

are representations of the Company's management, which is responsible for their integrity and objectivity.

These accounting policies conform

to Generally Accepted Accounting Principles and have been consistently applied in the preparation of the financial statements.

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 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

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.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements

include the accounts of the Company and its wholly owned subsidiaries.

All intercompany accounts and transactions have been eliminated

in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity

with US Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period.

The more significant estimates and assumptions made by management are valuation

of equity instruments, depreciation of property and equipment, and deferred tax asset valuation.

Actual results could differ from those

estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

CASH AND CASH EQUIVALENTS

For the Balance Sheets and Statements of Cash

Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents.

The Company had a cash balance

of $ 2,045,167 and $ 989,888 as of December 31, 2021 and December 31, 2020, respectively.

At times such cash balances may be in excess of

the FDIC limit of $250,000 or the equivalent in Canada.

PROPERTY AND EQUIPMENT

Property and equipment is reviewed for recoverability

when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows.

As of December 31,

2021 and 2020, the Company had not identified any such impairment.

Repairs and maintenance are charged to operations when incurred and

improvements and renewals are capitalized.

Property and equipment are stated at cost.

is calculated using the straight-line method for financial reporting purposes and accelerated methods for tax purposes.

Their estimated

useful lives are as follows:

Estimated useful lives of property plant and equipment

Office Equipment:

Laboratory Equipment:

EARNINGS PER SHARE

The Company has adopted the Financial Accounting

Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted”

earnings / loss per share.

Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available

to common shareholders by the weighted average common shares outstanding for the period.

Diluted earnings / loss per share reflect the

potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.

In accordance with ASC 740 – Income Taxes,

the provision for income taxes is computed using the asset and liability method.

The liability method measures deferred income taxes by

applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities

and their reported amounts on the financial statements.

The resulting deferred tax assets or liabilities have been adjusted to reflect

changes in tax laws as they occur.

A valuation allowance is provided when it is more likely than not that a deferred tax asset will not

The Company expects to recognize the financial

statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position

in an examination.

For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial

statements will be the benefit expected to be realized upon settlement with the tax authority.

For tax positions not meeting the threshold,

no financial statement benefit is recognized.

As of December 31, 2020 the Company had no uncertain tax positions.

The Company recognizes

interest and penalties, if any, related to uncertain tax positions as general and administrative expenses.

The Company currently has no

federal or state tax examinations nor has it had any federal or state examinations since its inception.

To date, the Company has not incurred

any interest or tax penalties.

For Canadian and US tax purposes, the Company’s

2018 through 2020 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations.

FUNCTIONAL CURRENCY

dollar is the functional currency of

the Company which is operating in the United States.

The functional currency for the Company's Canadian subsidiary is the Canadian dollar.

The Company translates its Canadian subsidiary's

financial statements into U.S.

dollars as follows:

Assets and liabilities are translated at the exchange rate in effect as of the financial statement date.

Income statement accounts are translated using the weighted average exchange rate for the period.

The Company includes translation adjustments from

currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate

component of shareholders’ equity.

There are currently no transactions of a long-term investment nature, nor any gains or losses

from non U.S.

currency transactions.

CONCENTRATION OF CREDIT RISKS

Financial instruments that potentially subject

the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables.

The Company places its cash

equivalents with high credit quality financial institutions.

FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL

The Company applies the provisions of accounting

guidance, FASB Topic ASC 825, Financial Instruments.

ASC 825 requires all entities to disclose the fair value of financial instruments,

both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and

defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between

willing parties.

As of December 31, 2021 and 2020, the fair value of cash, accounts receivable and notes receivable, accounts payable,

accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or

interest rates which fluctuate with market rates.

The Company defines fair value as the price that

would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels

and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The carrying value of financial assets and liabilities

recorded at fair value is measured on a recurring or nonrecurring basis.

Financial assets and liabilities measured on a non-recurring

basis are those that are adjusted to fair value when a significant event occurs.

The Company had no financial assets or liabilities carried

and measured on a nonrecurring basis during the reporting periods.

Financial assets and liabilities measured on a recurring basis are

those that are adjusted to fair value each time a financial statement is prepared.

NOTES PAYABLE

Borrowings are recognized initially at fair value,

net of transaction costs incurred.

Borrowings are subsequently carried at amortized cost;

any difference between the proceeds (net of

transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective

interest method.

ACCOUNTING FOR DERIVATIVES LIABILITIES

The Company evaluates stock options, stock warrants

or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted

for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging:

Contracts in Entity’s Own Equity.

of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market

at each balance sheet date and recorded as a liability.

In the event that the fair value is recorded as a liability, the change in fair

value is recorded in the statement of operations as other income or other expense.

Upon conversion or exercise of a derivative instrument,

the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

Financial instruments

that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability

account at the fair value of the instrument on the reclassification date.

The Company determined that none of the Company’s financial

instruments meet the criteria for derivative accounting as of December 31, 2021 and 2020.

EQUITY INSTRUMENTS ISSUED TO EMPLOYEES

OR NON-EMPLOYEES FOR ACQUIRING GOODS OR SERVICES

The stock-based compensation expense for both

employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award.

Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, Stock Based Compensation.

Stock-based compensation to employees consisting of stock option grants and restricted shares are recognized in the statement of operations

based on their fair values at the date of grant.

The Company accounts for equity instruments issued to non-employees in accordance with

the provisions of ASC Topic 718, based upon the fair-value of the underlying instrument.

BASIC AND DILUTED NET GAIN (LOSS) PER SHARE

The Company computes loss per share in accordance

with ASC 260, Earnings per Share.

ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the

face of the income statement.

Basic net income (loss) per share is calculated

by dividing net (loss) by the weighted-average common shares outstanding.

Diluted net income per share is calculated by dividing net income

by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever

is more dilutive.

As the Company incurred net losses for the year ended December 31, 2021 no potentially dilutive securities were included

in the calculation of diluted earnings per share as the impact would have been anti-dilutive.

REVENUE RECOGNITION

As of January 1, 2018, the Company adopted ASU

201409, “Revenue from Contracts with Customers” (ASC 606).

Under the new guidance, an entity will recognize revenue to

depict the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for

those goods or services.

A five-step model has been introduced for an entity to apply when recognizing revenue.

The new guidance also

includes enhanced disclosure requirements.

The guidance was effective January 1, 2018 and was applied on a modified retrospective basis.

The adoption did not have an impact on the Company's financial statements.

All of the revenues of the Company are revenues of the Company's

wholly owned Canadian subsidiary, which sells nutritional supplements through Amazon.com and Amazon.ca.

In Canada, governmental regulations require that

companies recognize revenues upon completion of the work by issuing an invoice and remitting the applicable sales taxes (GST and QST)

to the appropriate government agency.

The Company’s wholly owned Canadian subsidiary's revenue recognition policy is in compliance

with these local regulations.

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.

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.

During the years ended December 31, 2021 and 2020,

the legal fees incurred were related to services provided to the Company in connection with the Securities and Exchange Commission requirements

and other regulatory and contracts matters.

DATE OF MANAGEMENT’S REVIEW

Subsequent events have been evaluated through

March 21, 2022, which is the date the Financial Statements were available to be issued.

Note 3 – Patents

The following is a summary of the patents held

by the Company at December 31, 2021:

In December 2015, the Company acquired all worldwide

issued (US Patent Number 8,236,935, and US Patent Number 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029

for the Adva-27a anticancer compound from Advanomics Corporation (now known as TRT Pharma Inc.), a related party, in exchange for an aggregate

of 803,264 shares of common stock valued at $ 835,394 and terminated a 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 patents.

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 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.

Note 4 – Capital Stock

The Company’s authorized capital is comprised

of 3,000,000,000 shares of $ 0.001 par value common stock and 30,000,000 shares of $ 0.10 par value preferred stock, to have such rights

and preferences as the Directors of the Company have or may assign from time to time.

Out of the authorized Preferred Stock, the Company

has designated 850,000 shares as Series “A” Preferred Stock (“Series A”).

At December 31, 2019, the Company had

no issued and outstanding shares of Series A.

On June 17, 2020, the Company filed an amendment to its Articles of Incorporation (the “Amendment”)

eliminating the Series A shares and the designation thereof, which shares were returned to the status of undesignated shares of Preferred

In addition to eliminating the Series A shares, the Amendment also increased the number of authorized Series B Preferred Shares

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

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

and non-retractable.

It has superior liquidation rights to the common stock at $0.10 per share and gives the holder the right to 1,000

votes per share.

As of December 31, 2021, all 1,000,000 shares of the Series B Preferred Stock had been issued to the CEO of the Company.

Effective February 9, 2022, the Company completed

a 1 for 200 reverse split of its Common Stock (the “Third 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 the First, Second, and Third Reverse Stock Split on a retroactive basis.

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.

Through December 31, 2021 and December 31, 2020,

the Company has issued and outstanding a total of 2,591,240 and 1,732,096 shares of Common Stock, respectively.

Through the same periods,

the Company has issued and outstanding a total of 1,000,000 shares of Series B Preferred Stock.

During the fiscal year ended December 31, 2021,

the Company issued an aggregate of 559,144 shares of its Common Stock valued at $ 12,705,214 in connection with the conversion of $ 2,867,243

in debt and interest of $ 127,986 resulting in a loss of $ 9,726,485 on conversion.

In addition, the Company issued 300,000 share of its

Common Stock valued at $ 918,000 as compensation to its directors.

In total, 859,114 shares of Common Stock were issued during the fiscal

year ended December 31, 2021.

During the fiscal year ended December 31, 2020,

the Company issued an aggregate of 1,555,495 shares of its Common Stock valued at $ 2,515,015 in connection with the conversion of $ 415,269

in debt and interest of $ 42,233 resulting in a $ 2,057,513 loss on conversion.

The Company has declared no dividends since inception.

Note 5 – Earnings Per Share

The following table sets forth the computation

of basic and diluted net income per share for the years ended December 31:

Schedule of earnings per share computation

Net gain (loss) attributable to Common Stock

$ ( 12,436,447 )

$ ( 2,784,091 )

Basic weighted average outstanding shares of Common Stock

Dilutive effects of common share equivalents

Dilutive weighted average outstanding shares of Common Stock

Net gain (loss) per share attributable to Common Stock

Note 6 – Income Taxes

The Company files a United States federal income

tax return and a Canadian branch return on a calendar year basis.

The Company and its wholly-owned subsidiaries, Sunshine Biopharma Canada

Inc., have not generated taxable income since inception.

Deferred income taxes arise from the temporary

differences between financial statement and income tax recognition of net operating losses and other items.

These loss carryovers are

limited under the Internal Revenue Code should a significant change in ownership occur.

The Company accounts for income taxes pursuant

to ASC 740, “Accounting for Income Taxes”, which requires, among other things, an asset and liability approach to calculating

deferred income taxes.

The components of the deferred income tax assets and liabilities arising under ASC No.

740 were as follows:

Schedule of deferred taxes

December 31, 2021

December 31, 2020

Deferred tax assets:

Net operating loss

Other differences

$ ( 337,267 )

Net deferred tax assets

Business credits

Valuation allowance

$ ( 12,141,392 )

$ ( 2,980,424 )

$ ( 2,810,877 )

$ ( 690,352 )

Total deferred tax asset

Deferred tax liabilities:

Net deferred tax asset

Deferred income taxes arise from the temporary

differences between financial statement and income tax recognition of net operating losses.

These loss carryovers are limited under the

Internal Revenue Code should a significant change in ownership occur.

At December 31, 2021 and December 31, 2020, the

Company had approximately $ 28,040,262 and $ 15,941,082 respectively, in unused federal net operating loss carryforwards and $ 42,212 and

$- 0 - in unused business credits, the federal net operating losses begin to expire principally in the year 2029.

A deferred tax asset at

each date of approximately $ 2,980,424 and $ 690,352 resulting from the loss carryforwards has been offset by a 100% valuation allowance.

The change in the valuation allowance for the period ended December 31, 2021 and December 31, 2020 was approximately $ 2,290,073 and $( 451,307 ),

respectively.

The Company’s income tax filings are subject

to audit by various taxation authorities.

The Company’s open audit periods are 2019, 2020, and 2021, although, the statute of limitations

for the 2019 tax year will expire effective October 15, 2021.

In evaluating the Company’s provisions and accruals, future taxable

income, and reversal of temporary differences, interpretations and tax planning strategies are considered.

The Company believes its estimates

are appropriate based on current facts and circumstances.

Note 7 – Notes Payable

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 7,500 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 $0.20 per share.

Through December 31, 2021, the entire principal amount of $ 122,253 of this

Note and all accrued interest of $ 14,247 was converted into 682,500 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% of this loan and

the remaining 25% is anticipated to be forgiven by December 31, 2022.

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 25,222 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 2,711 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 14, 2022 .

was convertible 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 was converted into 4,314 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 .

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

On December 7, 2021, the entire principal

amount of $ 50,000 of this Note plus all accrued interest of $ 3,000 was converted into 883 shares of Common Stock valued at $ 9,717 resulting

in a gain of $ 43,283 .

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 % which was due October 20, 2022 .

convertible 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 4,293 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 19, 2021 .

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

On May 19, 2021, the Company paid off the

entire principal balance of this Note, together with accrued interest and prepayment penalties of $ 126,881 by issuing cash payment of

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 24, 2021 .

was 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 19,329 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.

On July 6, 2021, a principal amount of $ 240,000 of

this Note plus all accrued interest of $ 7,688 was converted into 120,000 shares of Common Stock valued at $ 3,744,000 resulting in a loss

of $ 3,504,000 .

The remaining principal amount of $10,000 was paid in cash.

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.

On December 7, 2021, the entire principal amount of

$ 104,215 of this Note plus all accrued interest of $ 5,285 was converted into 1,825 shares of Common Stock valued at $ 20,075 resulting

in a gain of $ 89,425 .

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

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

On December 7, 2021, the entire principal amount of $ 150,000 of this Note plus all accrued interest of $ 6,800 was

converted into 2,613 shares of Common Stock valued at $ 28,747 resulting in a gain of $ 128,053 .

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

The Note is convertible after 180 days from issuance into Common Stock at a price equal to $ 0.50

On December 7, 2021, the entire principal amount of $ 300,000 of this Note plus all accrued interest of $ 13,000 was

converted into 3,130 shares of Common Stock valued at $ 34,430 resulting in a gain of $ 278,570 .

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.

On December 7, 2021, the entire principal amount of

$ 700,000 of this Note plus all accrued interest of $ 28,700 was converted into 6,073 shares of Common Stock valued at $ 66,798 resulting

in a gain of $ 661,902 .

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 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.

13, 2021, the entire principal amount of $ 330,000 of this Note plus all accrued interest of $ 16,500 was converted into 26,250 shares of

Common Stock valued at $ 564,385 resulting in a loss of $ 217,875 .

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.

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.

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 April 20, 2021 Note for $500,000, the July

6, 2021 Note for $900,000, and the August 18, 2021 Note for $500,000 were all paid off in full on February 17, 2022 -see Note 10 Subsequent

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

accrued interest on Notes Payable was $ 42,287 and $ 24,320 , respectively.

Note 8 – Notes Payable - Related Party

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 9 – Leases

The Company's arrangement in connection with its

office space located in Pointe-Claire, Quebec, Canada has no short-term or long-term asset or liability value.

Note 10 – Subsequent Events

On February 17, 2022, the Company completed an

underwritten public offering of shares of common stock and warrants for gross proceeds of $8 million, and in connection therewith, the

Company’s common stock was uplisted to Nasdaq.

The Company issued and sold an aggregate of 1,882,353 shares and 4,102,200 warrants

(including partial exercise of the underwriter’s over-allotment option for 337,494 warrants).

The warrants have a 5 year term and

an initial exercise price of $4.25, subject to adjustment.

The net proceeds from the offering were $6,833,071.

On February 17, 2022, the Company paid off a Note

Payable dated April 20, 2021 by issuing cash payment in the amount of $520,753 comprised of $500,000 in principal and $20,753 in accrued

On February 17, 2022, the Company paid off a Note

Payable dated July 6, 2021 by issuing cash payment in the amount of $927,863 comprised of $900,000 in principal and $27,863 in accrued

On February 17, 2022, the Company paid off a Note

Payable dated August 18, 2021 by issuing cash payment in the amount of $512,534 comprised of $500,000 in principal and $12,534 in accrued

On February 22, 2022, in an event related to the

Company’s public offering completed on February 17, 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 10, 2022, the Company entered into a

securities purchase agreement with certain accredited and institutional investors for the issuance and sale in a private placement of

(i) 2,301,353 shares of common stock, (ii) 1,302,251 pre-funded warrants, with each pre-funded warrant exercisable for one share of common

stock, and (iii) warrants to purchase up to 3,603,604 shares of common stock.

Each share of common stock and accompanying warrant were

sold together at a combined offering price of $2.22, and each pre-funded warrant and accompanying warrant were sold together at a combined

offering price of $2.219.

The pre-funded warrants are 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 in full.

The warrants have an exercise price of $2.22 per share (subject

to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance.

placement closed on March 14, 2022.

In connection with the closing of the private placement, the exercise price of the warrants issued

in the Company’s public offering that closed February 17, 2022, was reduced to $2.22, subject to further adjustment as set forth

in such warrants.

On March 16, 2022, the Company issued 350,452

shares upon exercise of warrants with an exercise price of $2.22.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Incorporated by reference to 8-K filed with the SEC on April 8, 2022.

Incorporated by reference to 8-K filed with the SEC on April 28, 2022.

Incorporated by reference to 8-K filed with the SEC on October 20, 2022.

Incorporated by reference to 8-K filed with the SEC on February 10, 2023.

Incorporated by reference to 8-K filed with the SEC on February 28, 2023.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

SUNSHINE BIOPHARMA, INC.

March 21, 2022

Slilaty, Chief Executive Officer (principal executive officer)

April 3, 2023

Slilaty, Chief Executive Officer (principal

executive officer)

/s/ Camille Sebaaly

Camille Sebaaly, Chief Financial Officer (principal financial and accounting officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Camille Sebaaly, Chief Financial Officer (principal

financial and accounting officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

March 21, 2022

April 3, 2023

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

March 21, 2022

April 3, 2023

Camille Sebaaly

(Principal Financial and Accounting Officer)

Abderrazzak Merzouki

March 21, 2022

April 3, 2023

Abderrazzak Merzouki

/s/ David Natan

March 21, 2022

Andrew Keller

March 21, 2022

April 3, 2023

Andrew Keller

Rabi Kiderchah

March 21, 2022

April 3, 2023

Rabi Kiderchah

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-K

Item 9A. Controls and Procedures