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Item 8. Financial Statements and Supplementary Data

2025-04-01 compared with 2024-03-28 · 426 added, 362 removed, 498 unchanged (61% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors

of Sunshine Biopharma, Inc.:

on the Financial Statements

have audited the accompanying consolidated balance sheets of Sunshine Biopharma, Inc.

as of December 31, 2023 and 2022, the related statements

of operations, stockholders' equity (deficit), and cash flows for the years then ended, 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, 2023 and 2022, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States.

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.

Report of Independent Registered

Public Accounting Firm

of Independent Registered Public Accounting Firm

of Directors and Shareholders of

Sunshine Biopharma,

on the Consolidated Financial Statements

We have audited

the accompanying consolidated balance sheets of Sunshine Biopharma, Inc.

as of December 31, 2024 and 2023 and the related consolidated

statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for the period ended December 31, 2024 and

2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of Sunshine Biopharma, Inc.

as of December 31,

2024 and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

These consolidated

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these consolidated

financial statements based on our audits.

We 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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

(United States) ("PCAOB") and are required to be independent with respect to Sunshine Biopharma, Inc.

in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

our audits 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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

Biopharma, Inc.

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.

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.

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

BF Borgers CPA PC (PCAOB ID 5041 )

have served as the Company's auditor since 2013

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 entity’s internal control over financial reporting.

Accordingly, we express no

such opinion.

included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

Critical audit

matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit

Associates CPA LLC

We have served

as the Company’s auditor since 2024.

April 1, 2025

PCAOB ID Number

Sunshine Biopharma Inc.

Consolidated Balance Sheets

As of December 31,

Current Assets:

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Total Current Assets

Property and equipment

Long-Term Assets:

Property & equipment

Intangible assets

Deferred tax asset

Right-of-use-asset

Total Long-Term Assets

Current Liabilities:

Accounts payable and accrued expenses

Accounts payable & accrued expenses

Earnout payable

Income tax payable

Right-of-use-liability

Current portion - right-of-use-liability

Total Current Liabilities

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SHAREHOLDERS' EQUITY

Preferred Stock Series B $ 0.10 par value per share;

1,000,000 shares authorized 10,000 shares issued

and outstanding

Common Stock $ 0.001

Preferred Stock, Series B $ 0.10

par value per share;

3,000,000,000

shares authorized;

and 22,585,632

shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Common Stock, $ 0.001 par value per share;

3,000,000,000 shares authorized;

2,580,098 and 14,012 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Capital paid in excess of par value

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Sunshine Biopharma Inc.

Consolidated Statements of Operations and Comprehensive Loss

Year Ended December 31,

Consolidated Statement Of

Operations and Comprehensive Loss

Cost of sales

General and Administrative Expenses:

General & Administrative Expenses:

Director fees

Goodwill impairment

Depreciation & amortization

Total General and Administrative Expenses

Total General & Administrative Expenses

(Loss) from operations

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Other Income (expense):

Foreign exchange (loss)

Foreign exchange gain (loss)

Interest income

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$ ( 4,506,044 )

Foreign exchange translation

Comprehensive Income (Loss)

Other comprehensive income:

Gain (Loss) from foreign exchange translation

( 1,526,064 )

Comprehensive (Loss)

$ ( 6,660,180 )

Basic and diluted (Loss) per common share

$ ( 3,971,786 )

Earnings (Loss) per common share (Basic & Diluted)

Weighted Average Common Shares Outstanding (Basic & Diluted)

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Consolidated Statements of Cash

Year Ended December 31,

Cash Flows From Operating Activities:

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Depreciation and amortization

Goodwill impairment

Foreign exchange

Income tax benefit

Stock issued for services

Accounts receivable

( 2,338,195 )

( 6,006,864 )

( 2,365,549 )

Prepaid expenses

Accounts payable and accrued expenses

Accounts Payable & accrued expenses

( 1,364,134 )

Deferred tax liability

Earn-out payable

( 2,252,034 )

Income tax payable

Interest payable

Net Cash Flows (Used In) Operating Activities

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Reduction in right-of-use asset

Nora Pharma acquisition

( 14,346,637 )

Cash from Nora Pharma acquisition

Purchase of intangible assets

Purchase of equipment

( 1,657,055 )

Net Cash Flows (Used In) Investing Activities

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Cash Flows From Financing Activities:

Sale of common stock in private placements

Proceeds from public offering net (common stock)

Exercise of warrants

Purchase of treasury stock

Lease liability

Advances to Nora Pharma - pre acquisition

( 3,139,651 )

Payments of notes payable

( 1,900,000 )

Lease liability

Net Cash Flows Provided by Financing Activities

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( 5,562,520 )

( 6,005,674 )

Effect of exchange rate changes on cash

Foreign currency translation adjustment

( 1,043,298 )

Cash and Cash Equivalents at End of Period

Supplementary Disclosure of Cash Flow Information:

Cash paid for income taxes

Cash paid for interest

Stock issued for acquisition of Nora Pharma

Stock issued for services

See Accompanying Notes To These Financial Statements

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Consolidated Statements of Shareholders' Equity

Number of Common

in Excess of Par

Number of Preferred

Balance at December 31, 2021

Number Of Common Shares

Capital Paid in Excess of Par

Number Of Preferred Shares

Compre- hensive

Balance December 31, 2023

$ ( 63,905,658 )

shares issued for reverse stock split

stock and pre-funded warrants issued in public and private offerings, net of issuance costs

stock purchased from related party

stock issued as part of Nora Pharma acquisition

Preferred Stock issued to related party

Common stock and pre-funded warrants issued in an underwritten offering

Exercise of warrants

Repurchase of warrants

( 3,139,651 )

( 1,526,064 )

( 5,134,116 )

( 6,660,180 )

Balance at December 31, 2024

$ ( 829,959 )

of treasury stock

stock and pre-funded warrants issued in a private offering net of expenses

$ ( 69,039,774 )

Balance December 31, 2022

$ ( 59,399,614 )

Repurchase of Stock

Common stock and prefunded warrants issued in a private offering

Exercise of warrants

( 4,506,044 )

( 3,971,786 )

Balance at December 31, 2023

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December 31, 2024 and 2023

Note 1 – Description of Business

The Company was originally incorporated under the

name Mountain West Business Solutions, Inc.

Note 1 – Description

The Company was incorporated under the name Mountain

West Business Solutions, Inc.

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

Effective October 15, 2009, the Company acquired

Sunshine Biopharma, Inc.

Effective October 15, 2009, the Company acquired Sunshine Biopharma Inc.

in a transaction classified as a reverse acquisition.

Upon completion of the reverse acquisition transaction,

the Company changed its name to Sunshine Biopharma, Inc.

Upon completion of the reverse acquisition, the Company

changed its name to Sunshine Biopharma Inc.

and began operating as a pharmaceutical company.

Sunshine Biopharma operates two wholly owned subsidiaries:

Sunshine Biopharma has two wholly owned

subsidiaries:

(i) Nora Pharma Inc.

(“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 52

generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc.

(“Nora Pharma”), a Canadian corporation through which we currently have 70 generic

prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc.

(“Sunshine Canada”), a Canadian

corporation which develops and sells nonprescription over-the-counter (“OTC”) products.

The Company has determined that it has two reportable

• Prescription Generic Pharmaceuticals (“Generic Pharmaceuticals”)

• Nonprescription Over-The-Counter Products (“OTC Products”)

Through December 31, 2023, sales from the Generic

Pharmaceuticals segment represented approximately 97 % of total revenues of the Company while the remaining approximately 3 % was generated

from the sale of OTC Products.

Based on these results, the Company deems segmentation reporting to be immaterial at December 31, 2023.

The Company is not subject to material customer concentration risks as

it sells its products directly to pharmacies in several Canadian Provinces.

However, in Canada Provincial governments reimburse patients

for their prescription drugs expenditures to various degrees under drug reimbursement programs, making generic drugs prices highly dependent

on governmental policies which may change over time.

The most recent negotiations between the pan-Canadian Pharmaceutical Alliance (“pCPA”)

and the Canadian Generic Pharmaceutical Association have resulted in updated generic pricing for certain products which took effect on

October 1, 2023.

The updated prices are valid for three years and the agreement contains an option to extend for an additional two years.

On February 29, 2024, the Canadian federal government tabled new drug reimbursement legislation, a bill known as PharmaCare which, if

passed, would result in a single-payer program whereby the Canadian federal government would pay for the drugs sold in Canada rather than

the Provinces.

corporation through which we develop and sell nonprescription over-the-counter (“OTC”) supplements.

operates the two subsidiaries as a single business segment.

The Company is not subject to material customer

concentration risks as it sells its products directly to pharmacies in several Canadian Provinces.

However, Provincial governments in

Canada reimburse patients for their prescription drug expenditures to various degrees under drug reimbursement programs, making generic

drugs prices highly dependent on governmental policies which may change over time.

The most recent negotiations between the pan-Canadian

Pharmaceutical Alliance (“pCPA”) and the Canadian Generic Pharmaceutical Association resulted in updated generic pricing for

certain products which took effect on October 1, 2023.

The updated prices are valid for three years and the agreement contains an option

to extend for an additional two years.

On February 10, 2024, the Pharmacare Act became law in Canada making the Canadian federal government

another payor in the generic drugs reimbursement program of the Canadian healthcare system.

The Canadian federal government has set aside

$ 1.5 billion CAD to launch Pharmacare.

This development further strengthens the Canadian generic drugs market, the Company’s current

In addition, the Company is engaged in the development

of the following proprietary drugs:

a small chemotherapy molecule for treatment of pancreatic cancer (IND-enabling studies were

paused in November 2023 due to unfavorable results.

See “Products in Development,”

K1.1 mRNA, a lipid nano-particle (LNP) targeted for liver cancer

SBFM-PL4, a protease inhibitor for treatment of Coronavirus infections

Note 2 – Summary of Significant

Accounting Policies

Note 2 – Summary

of Significant Accounting Policies

This summary of significant accounting policies

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These accounting policies conform

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

to Generally Accepted Accounting Principles in the United States (“GAAP”) and have been consistently applied in the preparation

of the financial statements.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements

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

All intercompany accounts and transactions have been eliminated

in consolidation.

include the accounts of the Company and its subsidiaries, Nora Pharma Inc.

and Sunshine Biopharma Canada Inc., both wholly owned.

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.

TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the 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.

There has been no change in the Company’s

estimates since December 31, 2023.

TRADE ACCOUNTS RECEIVABLE AND

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Trade accounts receivable are stated at net realizable

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to support its receivables.

As of December 31, 2024 and 2023, the balances of accounts receivable were $ 3,868,418 and $ 2,552,362 , respectively.

INVENTORY VALUATION

Inventory is valued at the lower of cost and net

realizable value.

The Company’s inventory is comprised of finished

Inventory is valued at the lower of cost and net realizable value.

Cost is determined using the first in, first out method.

Net realizable value is the estimated selling price in the

ordinary course of business, less the costs of completion and costs necessary to make the sale.

The cost of inventory includes the purchase

price and other costs directly attributable to the acquisition of finished goods.

realizable value is the estimated selling price in the ordinary course of business, less the costs necessary to make the sale.

of inventory includes the purchase price and other costs directly attributable to the acquisition of the finished goods.

The Company regularly

reviews inventories to determine if the carrying value exceeds net realizable value and, when determined necessary, a reserve to reduce

the carrying value to net realizable value is recorded.

As of December 31, 2024 and 2023, there was no reserve for obsolescence.

CASH AND CASH EQUIVALENTS

3 unchanged sentences

$ 9,686,529 and $ 16,292,347 as of December 31, 2024 and December 31, 2023, respectively.

At times such cash balances may be in excess

of the FDIC limit of $250,000 in the U.S.

At times such cash balances may be in excess of

the FDIC limit of $ 250,000 in the U.S.

or the equivalent in Canada.

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its fair value.

PROPERTY RIGHTS - PATENTS AND LICENSES

INTELLECTUAL PROPERTY RIGHTS

- PATENTS AND LICENSES

The cost of patents and licenses acquired is capitalized

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cash flows associated with it.

BASIC AND DILUTED NET GAIN (LOSS) PER SHARE

BASIC AND DILUTED NET GAIN (LOSS)

The Company computes gain or loss per share in

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(“EPS”) on the face of the income statement.

Basic net income (loss) per share is calculated

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

Diluted net income (loss) per share is calculated by dividing

net income (loss) 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, 2023, no potentially dilutive securities

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

Basic net income (loss) per share is calculated by dividing net gain (loss) by

the weighted-average common shares outstanding.

Diluted net income (loss) per share is calculated by dividing net income (loss) by the

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

As the Company incurred net losses for the years ended December 31, 2024 and 2023, no potentially dilutive securities were included

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

In accordance with ASC 740 – Income Taxes ,

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any interest or tax penalties.

For Canadian and US tax purposes, the Company’s

For Canadian and U.S.

tax purposes, the Company’s

2021 through 2023 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations.

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equivalents with high credit quality financial institutions.

FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL

FINANCIAL INSTRUMENTS AND FAIR

VALUE OF FINANCIAL INSTRUMENTS

The Company applies the provisions of accounting

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The Company fulfills its performance obligation when the customer receives the requested

When the products leave the Company's warehouse, the transport to the customer is insured and the transfer of ownership to

the customer takes place when the customer receives goods.

At this point, the Company issues an invoice for the products and remits the

applicable sales taxes (GST and QST) to the appropriate governmental agency.

It is when the invoice is issued that the revenue is recognized.

Unless otherwise agreed to and signed by both parties, payment terms are within 30 days of the date of the invoice.

The collection is

reasonably assured because of the nature of the Company’s customers.

When the products leave the Company's warehouse, the transport to the customer is insured and the transfer of ownership to the

customer takes place when the customer receives goods.

At this point, the Company issues an invoice for the products and remits the applicable

sales taxes (GST and QST) to the appropriate governmental agency.

The revenue is recognized when the invoice is issued.

Unless otherwise

agreed to and signed by both parties, payment terms are within 30 days of the date of the invoice.

The collection is reasonably assured

because of the nature of the Company’s customers.

The Company is conducting sales only in Canada.

listed in Canadian dollars and may vary from one Province or Territory to another within Canada.

All products sold by the Company are

labelled and approved for sale in Canada only and are not intended for export outside of Canada.

Prices are listed in Canadian

dollars and may vary from one Province or Territory to another within Canada.

All products sold by the Company are labelled and approved

for sale in Canada only and are not intended for export outside of Canada.

In the event of any breach by the Company of any

product warranty (whether by reason of defective materials, production faults or otherwise), the Company’s liability shall be limited

product warranty (whether by reason of defective materials, production faults or otherwise), the Company’s liability is limited

to, at Company’s option, (i) replacement of the product(s) in question, or (ii) reimbursement of the purchase price.

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apply to any replacement products supplied by the Company.

The Company warrants to the customer that, at

the time of delivery, the products are compliant with all mandatory quality standards required by applicable regulatory and legal

requirements.

In return, the customer is required to warrant to the Company that it holds all relevant permits and approvals

required under applicable laws to purchase, store, distribute, sell and use the Company’s products.

Visible defects or damages

must be reported to the Company in writing immediately, but no later than five (5) business days after receipt of the products.

Hidden defects must be reported to the Company in writing immediately, but no later than five (5) business days after the customer

becomes aware of such defects.

The Company shall not be deemed to be in breach of the terms or otherwise liable to customer for any

delay in performance or non-performance of its obligations due to circumstances beyond its control, including but not limited to,

acts of God, floods, droughts, earthquakes or other natural disasters, terrorist attacks, wars, preparations for war, armed

conflicts, civil commotions or riots, epidemics or pandemics, fires, strikes, lockouts, shortages of material or labor, breakdown or

damage to machinery or equipment, accidents, any law or governmental order or other regulations or action taken by a governmental

entity, or default of any third party suppliers or provider of services or products, or any causes not within the Company’s

The Company warrants to the customer that, at the

time of delivery, the products are compliant with all mandatory quality standards required by applicable regulatory and legal requirements.

In return, the customer is required to warrant to the Company that it holds all relevant permits and approvals required under applicable

laws to purchase, store, distribute, sell and use the Company’s products.

Visible defects or damages must be reported to the Company

in writing immediately, but no later than five (5) business days after receipt of the products.

Hidden defects must be reported to the

Company in writing immediately, but no later than five (5) business days after the customer becomes aware of such defects.

shall not be deemed to be in breach of the terms or otherwise liable to customer for any delay in performance or non-performance of its

obligations due to circumstances beyond its control, including but not limited to, acts of God, floods, droughts, earthquakes or other

natural disasters, terrorist attacks, wars, preparations for war, armed conflicts, civil commotions or riots, epidemics or pandemics,

fires, strikes, lockouts, shortages of material or labor, breakdown or damage to machinery or equipment, accidents, any law or governmental

order or other regulations or action taken by a governmental entity, or default of any third party suppliers or provider of services or

products, or any causes not within the Company’s control.

The Company recognizes and measures its leases

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for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor.

Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition

requirements of this standard to short-term leases (i.e.

we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of

this standard to short-term leases (i.e.

leases with terms of 12 months or less).

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that have been issued that might have a material impact on its financial position or results of operations.

Note 3 – Acquisition of Nora Pharma

Note 3 – Acquisition

of Nora Pharma Inc.

On October 20, 2022, the Company acquired all

of the issued and outstanding shares of Nora Pharma Inc.

(“Nora Pharma), a Canadian privately held pharmaceutical company.

purchase price for the shares was $ 18,860,637

of the issued and outstanding shares of Nora Pharma Inc., a Canadian privately held pharmaceutical company.

The purchase price for the

shares was $ 18,860,637

which was paid in cash ($ 14,346,637 )

3 unchanged sentences

Nora Pharma sells generic pharmaceutical products in Canada.

Nora Pharma’s operations

are authorized by a Drug Establishment License issued by Health Canada.

The following table summarizes the allocation

of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities:

Nora Pharma’s

operations are authorized by a Drug Establishment License issued by Health Canada.

The following table summarizes the allocation of

the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities:

Schedule of allocation of

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on the acquisition date, October 20, 2022 ($1.22 per share).

As part of the consideration paid for Nora Pharma,

the Company agreed to a $ 5,000,000 CAD ($ 3,632,000 USD) earnout amount payable to Mr.

As part of the consideration for Nora Pharma, the

Company agreed to a $ 5,000,000 CAD ($ 3,632,000 USD) earnout amount payable to Mr.

Malek Chamoun, the seller of Nora Pharma.

3 unchanged sentences

The total earnout amount of $3,632,000 has been recorded as a salary payable.

the twelve-month period ended December 31, 2023, the Company paid an earn-out amount of $ 1,084,169 leaving a balance earn-out to be paid

of $ 2,547,831 at December 31, 2023.

the fiscal year ended December 31, 2023, the Company paid an earnout amount of $ 1,426,914 CAD (approximately $ 1,036,500 USD) for the fiscal

year ended December 31, 2022.

On April 22, 2024, the Company paid another earnout amount of $ 3,093,878 CAD (approximately $ 2,247,400 USD)

for the fiscal year ended December 31, 2023.

The Company anticipates that it will pay the remaining earnout balance of $ 479,208 CAD ($ 295,797 USD) in full in April 2025.

Note 4 – Goodwill

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The following table presents the changes in the

carrying amount of goodwill of the Company as of December 31, 2022 and 2023.

The provisions of ASC 350-20-50-1 require the disclosure

of cumulative impairment.

carrying amount of goodwill of the Company through December 31, 2024.

The provisions of ASC 350-20-50-1 require the disclosure of cumulative

As a result of the acquisition, a new basis in goodwill was recorded in accordance with ASC 805-10.

All impairments

shown in the table below have been recorded subsequent to the acquisition.

The Company had no goodwill on its balance sheet prior to

the acquisition:

All impairments shown

in the table below have been recorded subsequent to the acquisition.

The Company had no goodwill on its balance sheet prior to the acquisition:

Schedule of goodwill

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Balance as of December 31, 2022

Additions in 2023

Additions in 2023 and 2024

Balance as of December 31, 2024

Note 5 – Intangible Assets

Intangible assets, net, consisted of the following at December 31, 2022 and 2023:

Note 5 – Intangible

Intangible assets, net, consisted of the following at December 31, 2023

Schedule of intangible assets

Balance as of December 31, 2022

Finite-Lived intangible assets

Dossier fee additions

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Less accumulated amortization

Finite-lived intangible

assets, net at December 31, 2023

As of December 31, 2023, the estimated amortization expense of the

Company’s intangible assets for each of the next five years is as follows:

Finite-lived intangible assets, net at December 31, 2024

The amortization amounts of intangible

assets for 2024 and 2023 were $ 77,009 and $ 38,446 , respectively.

As of December 31, 2024, the estimated amortization

expense of the Company’s intangible assets for each of the next five years is as follows:

Schedule of estimated amortization

6 – Plant, Property and Equipment

plant and equipment are stated at cost.

Depreciation of property, plant and equipment begins in the month when the asset is placed into

service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives

of the assets.

Estimated useful lives range from three to twenty years.

Note 6 – Plant, Property and Equipment

Property, plant and equipment are stated at cost.

Depreciation of property, plant and equipment begins in the month when the asset is placed into service and is provided using the straight-line

method for financial reporting purposes at rates based on the estimated useful lives of the assets.

Estimated useful lives range from

three to twenty years.

Property, plant and equipment consist of the following:

of property and equipment

Ended December 31,

Year Ended December 31,

Computer equipment

Furniture and fixtures

Leasehold improvements

Accumulated depreciation

property and equipment, net

Depreciation expense for the years ended December 31, 2023 and 2022

amounted to $ 110,701 and $ 20,641 , respectively.

Note 7 – Reverse Stock Splits

Effective February 9, 2022, the Company completed

a 1 for 200 reverse split of its common stock.

The Company had previously completed two 20 to 1 reverse stock splits, one in 2019 and

the other in 2020.

The Company’s financial statements reflect all three reverse stock splits on a retroactive basis for all periods

presented and for all references to common stock, unless specifically stated otherwise.

Note 8 – Capital Stock

The Company’s authorized capital is

comprised of 3,000,000,000

shares of common stock, par value $ 0.001 ,

and 30,000,000

shares of preferred stock, $ 0.10

As of December 31, 2023, the Company had authorized 1,000,000

shares of Series B Preferred Stock.

The Series B Preferred Stock is non-convertible and non-redeemable.

It has a liquidation

preference to the common stock equal to the stated value of $0.10, relative to the rights to the common stock, and gives the holder

the right to 1,000 votes per share.

Plant, property and equipment, net

Depreciation expense for the years ended December

31, 2024 and 2023 amounted to $ 146,518 and $ 110,701 , respectively.

Note 7 – Inventory

Inventory is comprised of the following:

Schedule of inventory

Year Ended December 31,

Finished goods

Allowance for obsolete inventory

Total Inventory, net of allowance

Note 8 – Prepaid Expenses

The prepaid expenses category is comprised of the following:

Schedule of prepaid expenses

Year Ended December 31,

Prepaid taxes

Other prepaid expenses

Note 9 – Cost of Sales

The Company’s cost of goods sold category is comprised of the

of cost of sales

Year Ended December 31,

fees & discounts

Note 10 – Reverse

Effective April 17, 2024 and August 8, 2024, the

Company completed 1-for-100 and 1-for-20 reverse splits of its common stock, respectively.

The Company had previously completed three

(3) reverse stock splits including a 1-for-200 reverse split on February 9, 2022, and two 1-for-20 reverse splits, one in 2019 and the

other in 2020.

The Company’s financial statements included in this report reflect all five (5) reverse stock splits on a retroactive

basis for all periods presented and for all references to common stock, unless specifically stated otherwise.

Note 11 – Capital

The Company’s authorized capital is comprised

of 3,000,000,000 shares of common stock, par value $ 0.001 , and 30,000,000 shares of preferred stock, $ 0.10 par value.

As of December 31,

shares of Series B Preferred Stock were outstanding and held by the Company’s Chief Executive Officer.

2024, the Company had authorized 1,000,000 shares of Series B Preferred Stock.

The Series B Preferred Stock is non-convertible and non-redeemable.

It has a liquidation preference equal to the stated value of $0.10 per share, relative to the common stock and gives the holder the right

to 1,000 votes per share.

As of December 31, 2024, 130,000 shares of Series B Preferred Stock were outstanding and held by the Company’s

Chief Executive Officer.

On February 17, 2022, the Company completed a public

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

Pursuant to the public offering, the Company issued and sold an aggregate

of 1,882,353 shares of common stock and 4,102,200 warrants to purchase shares of common stock (the “Tradeable Warrants”).

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

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

remaining 10,000 shares of Series B Preferred Stock could not be voted pursuant to a warrant agent agreement relating to the Tradeable

Warrants (the “Warrant Agent Agreement”).

On October 12, 2023, the Company held a special meeting of the holders of the outstanding

Tradeable Warrants in which the holders of the majority of the outstanding Tradeable Warrants approved an amendment to the Warrant Agent

Agreement to eliminate the provision that prohibited the Company’s CEO from exercising his voting rights under the Series B Preferred

Stock, as well as to lower the exercise price of the Tradeable Warrants to $ 0.11 .

The Company entered into the amendment to the Warrant

Agent Agreement on October 18, 2023.

offering and received net proceeds of $ 6,833,071 .

Pursuant to the public offering, the Company issued and sold an aggregate of 941 shares

of common stock and 2,051 warrants to purchase shares of common stock (the “Tradeable Warrants”).

On March 14, 2022, the Company completed a private

placement and received net proceeds of $ 6,781,199 .

In connection with this private placement, the Company issued (i) 2,301,353 shares

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

and (ii) 1,302,251 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share

of common stock, together with Investor Warrants to purchase up to 1,302,251 shares of common stock.

Each share of common stock and accompanying

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

were sold together at a combined offering price of $2.219.

The Pre-Funded Warrants were immediately exercisable, at a nominal exercise

price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Investor 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

In connection with this private placement, the Company issued (i) 1,150 shares of its

common stock together with investor warrants (“Investor Warrants”) to purchase up to 1,150 shares of common stock, and (ii)

651 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock, together

with Investor Warrants to purchase up to 651 shares of common stock.

Each share of common stock and accompanying Investor Warrant was

sold together at a combined offering price of $4,440 and each Pre-Funded Warrant and accompanying Investor Warrant were sold together

at a combined offering price of $4,438.

The Pre-Funded Warrants were immediately exercisable, at an exercise price of $2.00, and could

be exercised at any time until all of the Pre-Funded Warrants were exercised in full.

The Investor Warrants have an initial exercise price

of $4,440 per share (subject to adjustment), are exercisable upon issuance and will expire

five years from the date of issuance.

1 unchanged sentence

private placement and received net proceeds of $ 16,752,915 .

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

shares of its common stock together with warrants (“April Warrants”) to purchase up to 4,945,640 shares of common stock,

and (ii) 2,390,025 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share

of common stock, together with April Warrants to purchase up to 4,780,050 shares of common stock.

Each share of common stock and accompanying

two April Warrants were sold together at a combined offering price of $4.01 and each Pre-Funded Warrant and accompanying two April Warrants

were sold together at a combined offering price of $4.009.

The Pre-Funded Warrants were immediately exercisable, at a nominal exercise

price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The April Warrants have

an exercise price of $3.76 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.

On October 20, 2022, the Company issued 3,700,000

shares of common stock as part of the acquisition of Nora Pharma.

In connection with this private placement, the Company issued (i) 1,236 shares

of common stock together with warrants (“April Warrants”) to purchase up to 2,472 shares of common stock, and (ii) 1,195

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

with April Warrants to purchase up to 2,390 shares of common stock.

Each share of common stock and accompanying two April Warrants were

sold together at a combined offering price of $8,020 and each Pre-Funded Warrant and accompanying two April Warrants were sold together

at a combined offering price of $8,018.

The Pre-Funded Warrants were immediately exercisable at an exercise price of $2.00, and may be

exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The April Warrants have an exercise price of $7,520

per share (subject to adjustment), are exercisable upon issuance and will expire five years from the date

On October 20, 2022, the Company issued 1,850 shares

of common stock as part of the acquisition of Nora Pharma.

These shares were valued at $ 4,514,000 , or $2,440 per share.

1 unchanged sentence

repurchase program of up to $ 2 million (“Stock Repurchase Program”).

During the six months ended June 30, 2023, the Company

repurchased a total of 445,711 shares of common stock at an average price of $1.1371 per share for a total cost of $ 506,822 .

repurchased common shares were cancelled and returned to treasury reducing the number of issued and outstanding shares from 22,585,632

to 22,139,921.

During the six months ended June 30, 2023, the

Company repurchased a total of 2,228 shares of common stock at an average price of $2,274.20 per share for a total cost of $ 506,822 .

2,228 repurchased shares were cancelled and returned to treasury, reducing the number of issued and outstanding shares from 11,292 to 9,064.

On May 16, 2023, the Company completed a private

placement pursuant to a securities purchase agreement with an institutional investor for gross proceeds of approximately $ 5 million,

before deducting fees to the placement agent and other offering expenses payable by the Company.

The net proceeds received by the Company

were $ 4,089,218 .

In connection with the private placement, the Company issued (i) 2,450,000 shares of common stock, (ii) 3,502,381 pre-funded

warrants (the “May Pre-Funded Warrants”), and (iii) investor warrants (the “May Warrants”) to purchase

up to 11,904,762 shares of common stock at $0.59 per share.

Each share of common stock and accompanying two May Warrants were

sold together at a combined offering price of $0.84 and each May Pre-Funded Warrant and accompanying two May Warrants were sold

together at a combined offering price of $0.839.

The May 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 May Pre-Funded Warrants are exercised in full.

The May Warrants have an exercise price of $0.59 per share (subject to adjustment as set forth therein), are exercisable upon issuance and will expire

five and a half years from the date of issuance.

placement pursuant to a securities purchase agreement with an institutional investor for gross proceeds of approximately $ 5 million, before

deducting fees to the placement agent and other offering expenses payable by the Company.

The net proceeds received by the Company were

$ 4,089,218 .

In connection with the private placement, the Company issued (i) 1,225 shares of common stock, (ii) 1,751 pre-funded warrants

(the “May Pre-Funded Warrants”), and (iii) investor warrants (the “May Warrants”) to purchase up to 5,952 shares

of common stock.

Each share of common stock and accompanying two May Warrants were sold together at a combined offering price of $1,680

and each May Pre-Funded Warrant and accompanying two May Warrants were sold together at a combined offering price of $1,678.

The May Pre-Funded

Warrants are immediately exercisable, at an exercise price of $2.00, and may be exercised at any time until all of the May Pre-Funded

Warrants are exercised in full.

The May Warrants have an exercise price of $1,180 per share (subject to adjustment as set forth therein),

are exercisable upon issuance and will expire five and a half years from the date of issuance.

In 2022 and 2023, the Company issued a total of

1 unchanged sentence

In July 2023, the Company repurchased a total of

68,012 shares of common stock on the open market under the Stock Repurchase Program announced on January 19, 2023, at an average price

of $0.5046 per share for a total cost of $ 34,321 .

In October 2023, the 68,012 repurchased common shares were cancelled and returned to

treasury reducing the number of issued and outstanding shares from 25,746,302 to 25,678,290.

34 shares of common stock under the Stock Repurchase Program announced on January 19, 2023, at an average price of $1,009.20 per share

for a total cost of $ 34,321 .

In October 2023, the 34 repurchased shares were cancelled and returned to treasury reducing the number of

issued and outstanding shares from 12,873 to 12,839.

On October 12, 2023, the Company held a special

meeting of the holders of the outstanding Tradeable Warrants in which the holders of the majority of the outstanding Tradeable Warrants

approved an amendment to the Warrant Agent Agreement to eliminate the provision that prohibited the Company’s CEO from exercising

his voting rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants from $4,440 to

The Company entered into the amendment to the Warrant Agent Agreement on October 18, 2023.

On November 16, 2023, the Company issued 1,173

shares of common stock and received net proceeds of $ 2,346 in connection with the exercise of all 1,173 remaining May Pre-Funded Warrants

at the nominal exercise price of $ 0.001 per share.

at an exercise price of $2.00 per share.

On February 8, 2024, the Company issued 20,000

shares of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

On February 15, 2024, the Company completed an

underwritten public offering and in connection therewith it issued an aggregate of 35,714 shares of common stock, of which 22,500 shares

were issued in connection with pre-funded warrant exercises.

On March 4, 2024, the Company issued 100,000 shares

of Series B Preferred Stock to the Company’s CEO for a purchase price of $ 0.10 per share.

In April and May 2024, the Company issued 1,120,784

shares of common stock in connection with the cashless exercise of all of the Series A Warrants and received $ 0 in net proceeds.

On August 16, 2024, the Company issued 150,285

shares of common stock in connection with the rounding up of fractional shares following the reverse stock splits of April 17, 2024 and

August 8, 2024.

In August and September 2024, the Company issued

678,865 shares of common stock in connection with the exercise of 678,865 Series B Warrants and received aggregate net proceed of $ 1,895,610 .

In November and December 2024, the Company issued

580,438 shares of common stock in connection with the exercise of 580,438 Series B Warrants and received aggregate net proceed of $ 1,618,203 .

On January 3, 2025, the Company issued 127,443

shares of common stock upon the exercise of 127,443 Series B Warrants and received $ 355,298 in net proceeds.

As of December 31, 2024 and December 31, 2023,

the Company has a total of 28,024,290 and 22,585,632 shares of common stock issued and outstanding, respectively.

the Company had a total of 2,580,098 and 14,012 shares of common stock issued and outstanding, respectively.

The Company has declared no dividends since inception.

18 unchanged sentences

date with no changes in fair value recognized after the issuance date.

In 2022 and 2023, the Company completed four financing

events, and in connection therewith, it issued warrants as follows:

Schedule of warrants issued with financing

Exercise Price

In 2022, 2023, and 2024, the Company completed

five (5) financing events, and in connection therewith, it issued warrants as follows:

Schedule of warrants

issued with financing

2022 Pre-Funded Warrants

Tradeable Warrants

February 2027

Investor Warrants

$ 4,440.00 **

April Warrants

May Pre-Funded Warrants

November 2028

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

Upon the closing of the Company's private placement

on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof.

May Investor Warrants

2024 Pre-Funded Warrants

Series A Warrants

* Subject to adjustments per the Series A and Series B Warrant Agreements.

The Series B Warrants adjusted to a total of 13,613,297 warrants exercisable at $2.7879 per warrant following the Company’s 1-for-20

reverse stock split on August 8, 2024.

** Subject to adjustment.

As of December 31, 2024, all of the 2022 Pre-Funded

Warrants and a total of 3,138,507 Tradeable Warrants, 2,802,703 Investor Warrants, and all of the May Pre-Funded Warrants were exercised

resulting in aggregate proceeds of $ 13,196,681 received by the Company.

The Company’s outstanding warrants at December 31, 2023 consisted

of the following:

Warrants, all of the May Pre-Funded Warrants, all of the 2024 Pre-Funded Warrants, a total of 1,569 Tradeable Warrants, 1,401 Investor

Warrants, all of the Series A Warrants, and 1,259,303 Series B Warrants (as adjusted) were exercised resulting in aggregate net proceeds

of $ 16,752,492 received by the Company.

On February 11, 2024, the Company redeemed all

of the April Warrants and all of the May Investor Warrants for an aggregate purchase price of $ 3,139,651 .

On January 3, 2025, the Company issued 127,443

shares of common stock upon the exercise of 127,443 Series B Warrants and received $ 355,298 in net proceeds.

The Company’s outstanding warrants as of

December 31, 2024 consisted of the following:

Schedule of warrants outstanding

Exercise Price

Tradeable Warrants

February 2027

Investor Warrants

April Warrants

November 2028

October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of

the holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants from $2.22

to $0.11 per warrant.

The amendment was executed on October 18, 2023.

Note 10 – Earnings Per Share

$ 4,000.00 **

Series B Warrants

* As adjusted and subject to further adjustments.

In a subsequent event on January 3, 2025, 127,443 Series B Warrants were exercised leaving 12,226,549

warrants remaining outstanding.

** As adjusted.

Note 13 – Earnings

The following table* sets forth the computation

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

of basic net income (loss) per share:

Schedule of earnings per share computation

Year Ended December 31,

Net gain (loss) attributable to common stock

1 unchanged sentence

$ ( 4,506,044 )

Basic weighted average outstanding shares of common stock

Dilutive common share equivalents

Dilutive weighted average outstanding shares of common stock

Weighted average outstanding shares of common stock (Basic & Diluted)

Net gain (loss) per share attributable to common stock

* Diluted net gain (loss) per share is not included in this table as the Company incurred net losses for the years ended December 31, 2024 and 2023 and inclusion of dilutive instruments would have an anti-dilutive effect.

Note 14 – Income Taxes

1 unchanged sentence

Schedule of provision for income taxes

Company’s effective tax rate differs from the federal statutory rate as follows:

Current total

Deferred total

$ ( 234,858 )

The Company’s effective tax rate differs from the federal statutory

rate as follows:

Schedule of income tax expense

1 unchanged sentence

$ ( 1,121,714 )

Other Foreign Taxes

Permanent Adjustments

2 unchanged sentences

Provision to Return Adjustments

The components of the net deferred tax assets and liabilitie were

$ ( 234,858 )

The components of the net deferred tax assets and liabilities for

the years ended December 31, were as follows:

Schedule of components of net deferred tax assets

39 unchanged sentences

Schedule of maturities of lease liabilities

Note 13 – Management and Director

The Company paid its officers cash compensation

totaling $ 1,515,000 and $ 1,785,000 for the years ended December 31, 2023 and 2022, respectively.

Of these amounts attributable to the

Company’s CEO, $ 0 and $ 60,000 , respectively was paid to Advanomics Corporation, a company controlled by the CEO of the Company.

The Company paid its directors cash compensation

totaling $ 400,000 and $ 300,000 for the years ended December 31, 2023 and 2022, respectively.

Note 14 – Subsequent Events

On February 15, 2024, the Company closed a firm commitment underwritten

public offering with gross proceeds to the Company of approximately $10.0 million.

The offering consisted of 71,428,571 Units, consisting

of (a) 26,428,571 Common Units, with each Common Unit consisting of one share of our common stock, one-tenth

(1/10) of a Series A warrant to purchase one share of common stock (“Series A Warrant”) and two-tenths (2/10) of a Series

B warrant to purchase one share of common stock (“Series B Warrant”), and (b) 45,000,000 Pre-Funded Units, with each Pre-Funded

Unit consisting of one pre-funded warrant to purchase one share of common stock, one-tenth of a Series A Warrant and two-tenths of a Series

The Pre-Funded Warrants are immediately exercisable at $0.001 per share and may be exercised at any time until exercised in

The initial exercise price of each Series A Warrant is $2.10 per share of common stock or pursuant to an alternative cashless exercise

The Series A Warrants are exercisable immediately and expire 30 months after the initial issuance date.

The initial exercise price

of each Series B Warrant is $2.38 per share of common stock.

The Series B Warrants are exercisable immediately and expire 60 months after

the initial issuance date.

February 11, 2024, the Company bought back the 11,904,762 May Warrants from the holder, a single entity, for an aggregate purchase price

of $2,361,596.

Upon the closing of the transaction, the May Warrants were deemed cancelled and terminated in all respects.

February 11, 2024, the Company entered into securities purchase agreements (the “April Warrants Purchase Agreements”) with

the holders of warrants, dated April 28, 2022 (the “April Warrants”) to purchase an aggregate of 9,725,690 shares of common

stock of the Company.

Pursuant to the April Warrant Purchase Agreements, the Company bought back from the holders the April Warrants

for a purchase price of $0.08 per April Warrant, for an aggregate purchase price of $778,055.

Upon the closing of the April Warrant Purchase

Agreements, which occurred on February 12, 2024, the Company paid the purchase price to the holders, and the April Warrants were deemed

cancelled and terminated in all respects.

February 8, 2024, the Company sold 20,000 shares of Series B Preferred Stock to its CEO for the stated value of $0.10 per share.

March 4, 2024, the Company sold 100,000 shares of Series B Preferred Stock to its CEO for the stated value of $0.10 per share.

On March 4, 2024, the Company’s board of

directors, and Company’s chief executive officer, as the holder of the majority of the voting power of the Company’s stockholders,

approved an up to 1-for-200 reverse split of the Company’s common stock in order for the Company to become compliant with Nasdaq’s

$1.00 minimum bid price for the listed common shares.

Note 16 – Management

and Director Compensation

The Company paid its officers cash

compensation totaling $ 1,850,243

and $ 1,515,000

for the years ended December 31, 2024 and 2023, respectively.

Of these amounts attributable to the Company’s CEO, $ 800,000

respectively was paid to Advanomics Corporation, a company controlled by the CEO of the Company.

In addition, the Company’s

CEO was paid $12,000 in 2024 through the issuance of 120,000 shares of Series B Preferred Stock valued at $12,000.

The Company paid its five directors cash compensation

of $80,000 each, totaling $ 400,000 for the years ended December 31, 2024 and 2023.

Note 17 – Subsequent

On January 3, 2025, the Company issued 127,443

shares of common stock upon the exercise of 127,443 Series B Warrants and received $355,298 in net proceeds.

December 31, 2024, the Company has added 5 new generic prescription drugs to its portfolio, bringing the total number of prescription

drugs offered by the Company to 70.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

financial statements for the fiscal years ended December 31, 2023 and 2022 were audited by BF Borgers CPA, PC (“Borgers”).

On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against Borgers

that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

As part of the settlement, Borgers agreed to a permanent ban on appearing or practicing before the SEC.

As a result of Borgers’

settlement with the SEC, we dismissed Borgers as our independent accountant on May 3, 2024.

reports on our financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion,

nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

our fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through May 3, 2024, there were no disagreements,

within the meaning of Item 304(a)(1)(iv) of Regulation S-K, with Borgers on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Borgers, would have

caused it to make reference to the subject matter of the disagreements in connection with its reports.

Also during this same period,

there were no reportable events that existed within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

May 7, 2024, we retained Bush & Associates CPA LLC (“Bush & Associates”), as our independent registered public accounting

The decision to engage Bush & Associates as our independent registered public accounting firm was approved by the unanimous

consent of our board of directors.

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 8. Financial Statements and Supplementary Data