UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: endedMarch 31, 20082019

 

or

[ ] TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

Commission file number 000-22744333-127953

 

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)

 

Utah 87-0442090
(State or other jurisdiction of incorporation or organization)incorporation) (IRSI.R.S. Employer Identification No.)
1627 West 14th Street, Long Beach, CA90813
(Address of principal executive offices)(Zip Code)

(714) 609-9117
(Registrant's telephone number, including area code)

 

3422 PICO BLVD LOS ANGELES CA 90019

(Address of principal executive offices)

714-609-9117

(Registrant's telephone number)

CheckIndicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuerregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 daysdays.

YesYesNo No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes YesNo No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and" smaller, "smaller reporting company", and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated filer(Do not check if a smaller reporting company) 
Smaller reporting company
Emerging growth companyGrowth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐: Yes ☒ No

 

APPLICABLE ONLY TO CORPORATE ISSUERSSecurities registered pursuant to Section 12(b) of the Act: None.

 

As of May 8, 2018, there were 112,410,46723, 2019, the registrant had 146,859,077 shares of registrant’sits common stock, par value $0.001 per share, issued and outstanding.


1

 

EXPLANTORY NOTE:

The current management submitting the following unaudited financial statements were not employed by the Company nor Board members for the financial periods presented below. The current Board of Directors in the best interests of the Shareholders chooses to file the necessary reporting obligations as a Voluntary Reporting Company. These unaudited financial reports are prior to the filing of the FORM 15 dated April 23, 2010 with the SEC. The information is to the best of managements knowledge and efforts at the time of the filing.

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ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.

FORM 10-Q

For The Quarter Ended March 31, 2019

TABLE OF CONTENTS

 

 PART I – FINANCIAL INFORMATIONPage # 
PART I - FINANCIAL INFORMATION
   
Item 1.Financial Statements
Consolidated Balance Sheets2
Consolidated Statements of Operations3
Consolidated Statements of Stockholders’ Equity4
Consolidated Statements of Cash Flows5
Notes to Consolidated Financial Statements6
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations1410
Item 3.Quantitative and Qualitative Disclosures aboutAbout Market Risk1413
Item 4.Controls and Procedures1513
��  
PART II - OTHER INFORMATION
 
   
Item 1.Legal Proceedings1614
Item 1A.Risk Factors1614
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1614
Item 3.Defaults Upon Senior Securities16
Item 4.Mine Safety Disclosures16
Item 5.Other Information16
Item 6.Exhibits1614
   
Signature 17
Signatures15

 

 31 

 

 

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

Item 1. Financial Statements

ARIZONA GOLD AND ONYX MINING COMPANY    
CONSOLIDATED BALANCE SHEETS    
     
  March 31, December 31,
  2019 2018
  (Unaudited)  
ASSETS        
Current assets        
Total assets $—    $—   
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Current liabilities        
Accounts payable and accrued liabilities $63,297  $62,490 
Related party advances  213,927   208,477 
Related party promissory note  23,000   23,000 
Total current liabilities  300,224   293,967 
         
Commitments and contingencies        
         
Stockholders' deficit        
Common stock; Class A, $0.001 par value, 500,000,000 shares authorized, 146,859,077 shares issued and outstanding at March 31, 2019 and December 31, 2018  146,859   146,859 
Common stock; Class B, $0.001 par value, 100,000 shares authorized, 61,000 shares issued and outstanding at March 31, 2019 and December 31, 2018  61   61 
Additional paid-in capital  (143,690)  (143,690)
Retained deficit  (303,454)  (297,197)
Total stockholders' deficit  (300,224)  (293,967)
Total liabilities and stockholders' deficit $—    $—   
         
         
(See accompanying notes to unaudited consolidated financial statements)

 

 

 

 
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSPAGE
 Unaudited Consolidated Balance Sheets at March 31, 2008 and December 31, 2007   6
Unaudited Consolidated Statements of Operations for the three months periods ended March 31, 2008 and 2007   7
Unaudited Notes to Consolidated Financial Statements   8
2 

 

ARIZONA GOLD AND ONYX MINING COMPANY    
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)    
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018    
     
  Three Months Ended March 31,
  2019 2018
     
     
Revenue $—    $—   
         
Operating expense   ��    
  General and administrative  6,257   19,262 
Total operating expense  6,257   19,262 
Loss from operations  (6,257)  (19,262)
         
Other income (expense)        
Gain from the forgiveness of accounts payable  —     8,596 
total other income (expense)  —     8,596 
Net loss $(6,257) $(10,666)
         
Basic and Diluted Loss per Common Share $(0.00) $(0.00)
         
Weighted average number of common shares outstanding - basic and diluted  146,859,077   146,859,077 
         
         
(See accompanying notes to unaudited consolidated financial statements)

3

ARIZONA GOLD AND ONYX MINING COMPANY          
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)        
               
FOR THE THREE MONTHS ENDED MARCH 31, 2019              
  Class A Common Stock Class B Common Stock Additional Retained Total Stockholders'
  Shares Amount Shares Amount Paid-in Capital Deficit Deficit
Balance, December 31, 2018  146,859,077   146,859   61,000   61   (143,690)  (297,197)  (293,967)
                             
   Net loss for three months ended March 31, 2019  —     —     —     —     —     (6,257)  (6,257)
Balance, March 31, 2019  146,859,077  $146,859   61,000  $61  $(143,690) $(303,454) $(300,224)
                             
                             
FOR THE THREE MONTHS ENDED MARCH 31, 2018                            
                             
Balance, December 31, 2017  146,859,077   146,859   61,000   61   (143,690)  (278,621)  (275,391)
                             
   Net loss for three months ended March 31, 2018  —     —     —     —     —     (10,666)  (10,666)
Balance, March 31, 2018  146,859,077  $146,859   61,000  $61  $(143,690) $(289,287) $(286,057)

(See accompanying notes to unaudited consolidated financial statements)

 4 

 

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ARIZONA GOLD AND ONYX MINING COMPANY    
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)      
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018      
       
  Three Months Ended March 31,
  2019 2018
Cash flows from operating activities        
Net loss $(6,257) $(10,666)
Adjustments to reconcile net loss to net cash flows from operating activities        
Gain due to forgiveness of accounts payable  —     (8,596)
Changes in operating assets and liabilities:        
Increase (decrease) in prepaid expenses  —     —   
Increase (decrease) in accounts payable and accrued expenses  807   (331)
Increase in related party advances  5,450   19,593 
Net cash flows from operating activities  —     —   
         
Change in cash and cash equivalents  —     —   
         
Cash and cash equivalents at beginning of period  —     —   
         
Cash and cash equivalents at end of period $—    $—   
         
Supplemental disclosure of cash flow information:        
Interest paid in cash $—    $—   
Income taxes paid in cash $—    $—   
         
         
(See accompanying notes to unaudited consolidated financial statements)

For the three months period ending March 31, 2008

NOTICE

The accompanying unaudited financial statements of ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC. for the three months period ending March 31, 2008, have been prepared by management and approved by the Board of Directors of the Company.

These financial statements have not been reviewed by the external auditors of the Company.

 5 

 

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
  March 31, 2008 December 31, 2007
ASSETS        
Current        
Cash and cash equivalents $—    $—   
Prepaid expenses  —     —   
Notes receivable and accrued expenses  —     —   
Total current assets  —     —   
         
Property and Equipment        
Computer equipment  157,000   157,000 
Furniture and office equipment  21,000   21,000 
   178,000   178,000 
Accumulated depreciation and amortization  (176,000)  (176,000)
Net property and equipment  2,000   2,000 
         
Capitalized Software  —     —   
Long Term Note Receivable  —     —   
Other assets (subsidiaries not doing business, assets 0)  4,000   4,000 
Total Assets $6,000  $6,000 
         
LIABILITIES AND SHAREHOLDERS' EQUITY        
Current liabilities        
Current maturities of long-term and other current debt $—    $—   
Accounts payable  1,927,000   1,927,000 
Current/Long Term Debt  1,706,000   1,672,000 
Other accrued expenses  —     —   
Total current liabilities  3,633,000   3,599,000 
         
Long Term Debt  —     —   
         
Total Liabilities  3,633,000   3,599,000 
         
Shareholders' Equity        
Preferred stock:  $1.00 par value, 50,000,000 shares        
authorized; -0- shares issued and outstanding  —     —   
Common Stock, $0.001 par value, 150,000,000 shares authorized,        
112,410,467 shares issued and outstanding at March 31, 2008 and
December 31, 2007, respectively
  112,410   112,410 
Common Stock, Class B; $0.001 par value; 100,000 shares  —     —   
Additional Paid-in Capital  34,097,590   34,097,590 
Accumulated Profit (Loss)  (37,837,000)  (37,803,000)
Total Shareholders' Equity  (3,627,000)  (3,593,000)
         
Total Liabilities and Shareholders' Equity $6,000  $6,000 
         
The accompanying notes are an integral part of these consolidated financial statements. 

6

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
     
  For the three months ended March 31,
  2008 2007
     
REVENUE        
Rental Income $—    $—   
         
COST OF REVENUE        
Selling expenses  —     —   
         
GROSS PROFIT (LOSS)  —     —   
         
GENERAL AND ADMINISTRATIVE EXPENSES  —     40,000 
         
Loss from Operations  —     (40,000)
         
OTHER INCOME (EXPENSE)        
Interest income  —     —   
Interest expense  —     —   
Write off of long-term note receivable and related accrued interest  —     —   
Loss from equity accounted investment  —     —   
Other  —     —   
Total Other Income (Expense), Net  —     —   
         
NET LOSS BEFORE PROVISION FOR INCOME TAXES  —     (40,000)
         
Provision for Income Taxes  —     —   
         
NET LOSS $—    $(40,000)
         
EARNINGS (LOSS) PER BASIC AND DILUTED SHARES $0.00  $0.00 
         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES        
SHARES OUTSTANDING  112,410,467   112,410,467 
         
The accompanying notes are an integral part of these consolidated financial statements.

7

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008NOTE 1 – Summary of Significant Accounting Policies 

 

1. NATURE OF OPERATIONS AND GOING CONCERNBasis of Presentation

The unaudited consolidated financial statements of Arizona Gold and Onyx Mining Company (the “Company”) as of March 31, 2019, and for the three months ended March 31, 2019 and 2018, have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial reporting and include the Company’s subsidiaries. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

Our Company’s name is Arizona Gold and Onyx Mining Company. The Company was incorporated on November 12, 1986, as ain the state of Utah business corporation under the name of Silver Harvest, Inc. to transact any business authorized under the general corporation law of Utah. In February 1990, the Company amended its Articles of Incorporation to change its name to Viking Capital Group, Inc. and in MayIn June 2010, the Company changed its name to its current name to Arizona Gold and Onyx Mining Company.

Pursuant On February 1, 2018, the Company changed its name to its name to Nuzia Pharmaceutical Corporation in anticipation of completion of a Stock Purchase Agreement dated August 1, 2001, The Company acquired 25%merger with California Biotech, Inc., owner of www.NunziaPharmaceutical.com. Due to lack of FINRA approval of the ownership of Beijing Fei Yun Viking Enterprises Company, Ltd. (“Fei Yun”), with its principal place of business located in Beijing, China. Twenty-five percent of this newly formed entity was acquired for common shares of The Company. A total of 7,500,000 common shares were issued directlyname change to Fei Yun and the remaining 14,000,000 common shares were issued to the owners of the assets that were transferred into Fei Yun in conjunction with The Company’s purchase. The agreement to acquire 25% of Fei Yun was entered intoNunzia Pharmaceutical Corporation, on August 1, 2001 and was effective on December 3, 2001. The Company purchased an additional 71% of Fei Yun with the issuance of 1,800,000 shares of The Company’s preferred stock. After the acquisition of the additional 71% interest and through the divestiture date, The Company accounted for its investment in Fei Yun under the consolidation method.

Effective January 31, 2003, pursuant to a Stock and Note Receivable For Ownership Agreement dated January 31, 2003,April 17, 2019, the Company soldchanged its 96% ownership of Fei Yunname back to Beijing Fei Yun Property Development Company, Ltd. (Fei Yun Property). In exchange for the 96% ownership of Fei Yun Viking, the Company received 1.8 million shares of its Series 2001 Callable Preferred Shares, 7,000,000 common restricted shares of the Company, a $6.5 million note receivable due from Hebei Kangshun Feiyun Organic Waste Processing Company, Ltd., and 7.5 million common shares of the Company that were held as treasury shares by Fei Yun.

Additionally, pursuant to a stock purchase agreement dated September 3, 2001, which became effective November 29, 2001, after receiving all necessary approvals from the Chinese authorities, The Company acquired 25% of Wuxi Viking Garments Co., Ltd (“Wuxi”), with its principal place of business located in Wuxi, China. This entity was acquired for 1,800,000 common shares of The Company. The total value of the common stock issued for the acquisition was $540,000. Until the divestiture date, The Company accounted for its investment in Wuxi using the equity method of accounting.

Effective March 28, 2003, the Company sold its 25% equity ownership position in Wuxi Viking Garment Co., Ltd. (Wuxi). The Company received 1.4 million of its common restricted shares in exchange for its 25% equity ownership position in Wuxi.

For the periods presented, Arizona Gold and Onyx Mining Company. The proposed transaction has not been consummated.

In February 2007, the company fell into default status after abandoning its business plan and for failing to file and pay annual fees to the State of Utah. On May 21, 2009, the Third District Court, in and for Salt Lake County, State of Utah, appointed a custodian to the Company. The custodian reestablished the Company f/k/in good standing, but did not resume operations. The Company was seeking an operating company with which to merge or to acquire.

On October 5, 2009, the court appointed custodian reverse split (1-for-10) the outstanding Class B Common shares of 100,000 to 10,000 shares and issued a Arizonanew certificate for 51,000 Class B Common shares to Joseph Arcaro, former CEO, bringing the total outstanding Class B Common shares of 61,000.

On October 6, 2009, the Company affected a reverse split of 1:300 resulting in the reduction of Class A Common Stock outstanding from 112,410,467 to approximately 375,000 shares.

On April 23, 2010, the Company filed Form 15 to suspend the Company’s reporting requirements under the Securities Exchange Act of 1934, as amended.

On May 21, 2010, the Company affected a reverse split of 1-for 10 resulting in the reduction of Class A Common Stock outstanding to 89,077 shares.

On June 21, 2010, the Company issued 12,000,000 shares of Class A Common Stock in exchange for $5,000 of debt bringing the total issued and outstanding Class A Common Stock to 12,089,077 shares.

On June 28, 2010, the Company and Gold and& Onyx Mining Company (“GOMC”) closed, a Securities Exchange Agreement (the “Merger”). Pursuant to the terms of the Merger, the Company changed its corporate name from Viking Capital Group, Inc. to Arizona Gold & Onyx Mining Company (“AGOMC”), and its subsidiariesissued 131,000,000 shares to the shareholders of GOMC such that GOMC shareholders acquired approximately 91.6% of the total 143,089,077 shares of Class A Common Stock outstanding after the Merger.

6

The terms and conditions of the Merger gave rise to reverse merger accounting whereby Gold & Onyx Mining Company was deemed the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of Gold & Onyx Mining Company prior to the Merger are collectively referred to asreflected in the “Company.”financial statements and have been recorded at the historical cost basis of Gold & Onyx Mining Company.

 

SubsequentIn the purchase of GOMC by AGOMC, all seven subsidiaries of AGOMC became part of the combined corporation. These subsidiaries were: A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All of these subsidiaries have had their charters suspended or revoked and have been inactive for several years.

On October 22, 2017, the Company and California Biotech, Inc., owner of www.NunziaPharmaceutical.com, entered into a Merger and Consolidation Agreement (the “MCA”). In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split (The Company filed with FINRA to approve the corporate action which is pending as of the date of this report) and amended its articles changing its name to Nunzia Pharmaceutical Corporation. A closing condition of the MCA is bringing the Company current with its SEC reporting requirements. Upon closing, the MCA provides for the Company to issue a single share for each single share of California Biotech, Inc. outstanding.

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of March 31, 2019, the Company had an accumulated deficit of $303,454. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

Applicable Accounting Guidance

Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 did not have an impact on its consolidated financial statements.

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant impact on the financial statements.

7

Earnings (Loss) Per Share

The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive.

Following is the computation of basic and diluted net loss per share for the three months ended March 31, 2019 and 2018:

  Three Months Ended
  March 31,
  2019 2018
Basic and Diluted EPS Computation        
Numerator:        
Loss available to common stockholders' $(6,257) $(10,666)
Denominator:        
Weighted average number of common shares outstanding  146,859,077   146,859,077 
Basic and diluted EPS $(0.00) $(0.00)

NOTE 2 – Current Liabilities

Accounts Payable and Accrued Expenses

During the year ended Decemner 31, 2010, the Company received funds from various third parties totaling $40,000 which were used for operating expenses and remain unpaid through March 31, 2019 and December 31, 2004, a number of events2018. Accounts payable and accrued expenses increased each year from 2011 through March 31, 2019 primarily due to stock agent fees and legal and professional fees.

Related party Advances

From time-to-time the Company’s CEO has advanced funds to cover administrative costs related to maintaining the corporate entity and with the intent to bring its public filings current. Additionally, other related parties have transpired that impact the future operationsprovided services and directionor paid for costs on behalf of the Company. In January 2005,As of December 31, 2010, the balances advanced totaled $102,752. From 2010 through March 31, 2019 no reimbursements of related party advances were made to any related party due to the lack of funding. Related party advances grew by $5,450 during the three months ended March 31, 2019.

Related Party Promissory Note

On May 9, 2009, the Company experiencedissued a change of control associated with a significant acquisitionnon-interest bearing promissory note to our current CEO in exchange for services. The note matured on May 5, 2010 and significant other changes that included a reduction of accrued compensation and previous related party receivables and payables.is currently in default.

 

NOTE 3 – Preferred and Common Stock

Preferred Stock

The Company has Preferred stock: $1.00 par value; 50,000,000 shares authorized with no shares issued and outstanding.

 8 

 

On January 27, 2005, the Company acquired from FITT, Inc. (Seller), 60% of the authorized and issued outstanding common stock of Brentwood, Re, Ltd. (Brentwood), a St. Kitts, West Indies domiciled insurance company in exchange for 20,000,000 of the Company’s restricted common shares and 1,800,000 of the Company’s Series 2001 Callable Preferred shares. Common Stock

The Company has accounted for this transaction under the purchase method500,000,000 shares of accounting. Under this method, the valueClass A Common Stock authorized of the Company’s acquisition is determined at $19,440,000, or the fair market valuewhich 146,859,077 shares are issued and outstanding as of the Company’s stock tendered to the Seller at the date of acquisition as calculated using an average of the closing bid price on the day of transactionMarch 31, 2019 and the four trading days prior. Brentwood’s un-audited assets at the date of acquisition include $32,400,000 of long-term assets and no liabilities. Brentwood has had no history of operations since its incorporation date of November 23, 2003. December 31, 2018.

The Company has determined that the appraised value of these long term assets is at a minimum the value assigned by the Company to this purchase. Commencing January 27, 2005, the Company will include the results of operations, if any, of Brentwood in its consolidated results of operations. For the year ending December 31, 2006, the results of operations was zero.

As a result of this acquisition and on this same date, the Company’s Chairman and Chief Executive Officer, Mr. William J. Fossen, announced his retirement and subsequently Mr. Steve Mills was appointed as Mr. Fossen’s successor. On January 27, 2005, the Company authorized for Mr. Mills 8,000,000 restricted common stock options exercisable at $.05 per share for a period up to ten years from the date of award. The Company also authorized options for an additional 2,000,000 restricted common shares at $0.10 per share to be awarded to the Company’s management at dates and other terms to be decided.

On December 3, 2003, the Company had announced a letter of intent to purchase Texamerican Food Marketing, Inc. from R. M. Sandifer, a member of the board of directors of The Company. Texamerican is owned equally by R. M. Sandifer and his wife. The unaudited revenues of Texamerican during year 2003 were approximately $7.1 million versus the projected $7.2 million contained in the press release. The proposed acquisition carries a purchase price of $3.5 million cash and 10 million common restricted shares. As the Company changed control in January 2005, the Company discontinued pursuit of the acquisition.

On March 16, 2005, the Company’s former Chairman and Chief Executive Officer, W. J. Fossen, agreed to sell to a private company, affiliated with and controlled by Mr. Mills, his 100,000 shares of the Company’s Class “B” common stock in exchange for a cash down payment and a promissory note from the purchaser. Closing on this transaction was scheduled for April 1, 2005. These Class “B”B Common Stock authorized of which 61,000 shares representing 100% of the authorized,are issued and outstanding as of March 31, 2019 and December 31, 2018.

The Class “B”B shares haveare the rightonly shares entitled to elect a majorityvote for Board Members. Class A and B shares are entitled to vote on all other matters.

NOTE 4 – Subsequent Events

Management has reviewed material events subsequent of the Company’s directors. On this same date, Mr. Fossen also agreed to return for cancellation 18,300,000 of the Company’s common stock options previously awarded to himperiod ended March 31, 2019 and outstanding at a weighted average exercise price of $0.11 per share and he also agreed to forgive the Company’s $1,145,399 deferred compensation obligation due him. The Company also agreed to accept shares in a private company controlled by Mr. Fossen in full payment of all promissory notes, including accured interest, totaling $101,970 due from Mr. W. J. Fossenprior to the Company. The shares acquired by the Company will constitute less than 5%filing of outstanding shares of the subject company controlled by Mr. W. J. Fossen.

On March 16, 2005, a Company director agreed to convert outstanding notes payable due himfinancial statements in the aggregate accrued interest and principal amount of $254,533 in exchange for 3,181,662 of the Company’s Class “A” restricted common stock. This director also agreed to return for cancellation 1,000,000 outstanding unexercised common stock options awarded to him at an exercise price of $0.06 per share. In addition, a related party to this director agreed on this same date to receive 750,000 of the Company’s restricted Class “A” common shares in exchange for a $60,000 promissory note obligation due to this person.accordance with FASB ASC 855 “Subsequent Events”.

 

 9 

 

On March 17, 2005, a former Company officerItem 2. Management's Discussion and director, Matthew W. Fossen, agreed to return for cancellation 5,000,000 issuedAnalysis of Financial Condition and outstanding common stock options exercisable at $0.06 per share and 1,000,000 issued and outstanding common stock options exercisable at $0.25 per share. In addition, for a considerationResults of $5,414, Matthew W. Fossen also agreed to forgive $441,960 of deferred compensation obligations owed to him by the Company. On March 21, 2005, the Company agreed to acquire an investment in a private company controlled by this former Company officer and director. The Company tendered $20,000 cash and issued 1,500,000 of the Company’s restricted Class A common shares valued at $0.08 per share to purchase 140,000 common shares, or $1.00 per share, of this company. The Company also agreed to accept 28,190 shares of this same company in full payment of Matthew W. Fossen’s promissory notes and interest due to the Company in the total amount of $28,190.

On March 17, 2005 the Company received from G. David Henry, a Company director, $1,058,000 in value for the exercise of options for 15,555,556 Class “A” common shares at a weighted average exercise price of approximately $0.058 per share and for the purchase of 2,500,000 additional Class “A” common shares at $0.0632 per share. The $1,058,000 of value was comprised of the retirement of $808,000 of principal and accrued interest in promissory note obligations due to him by the Company and $250,000 cash.

On January 18, 2007 it was reported that the Company had agreed to acquire from American Select Insurance Management Corporation all existing and future revenues of American Select. The Company also agreed to acquire all stock of NIA Corporation. These acquisitions were not consummated.

By the end of 2008, the company and its subsidiaries had essentially ceased doing business operations.Operations

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESForward-Looking Statements

The

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report filed on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

This discussion and analysis should be read in conjunction with the accompanying unaudited interim consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the unaudited interim consolidated financial statements, which have been prepared by management in accordance with accounting principles generally accepted accounting principles. These consolidated financial statements have been prepared withinin the framework of the significant accounting policies summarized below:

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

United States. The preparation of financial statements in conformity with accounting principles generally accepted accounting principlesin the United States of America requires managementus to make estimates and assumptions particularly with respect to the valuation of mineral properties and deferred costs, that affect the reported amounts of assets and liabilities, and disclosure of any contingent assets and liabilities at the financial statement date of the Consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies us believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments, are outlined below in "Critical Accounting Policies," and have not changed significantly.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as information relating to Arizona Gold and Onyx Mining Company and its subsidiaries that is based on management's exercise of business judgment and assumptions made by and information currently available to management. Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. When used in this document and other documents, releases and reports released by us, the words "anticipate," "believe," "estimate," "expect," "intend," "the facts suggest" and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those estimates.anticipated in these forward-looking statements. Actual events, transactions and results may materially differ from the anticipated events, transactions or results described in such statements. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward looking statements and unknown, unidentified or unpredictable factors could materially and adversely impact our future results. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to our forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Several of these factors include, without limitation:

Cash and cash equivalents

Cash and cash equivalents consist of commercial accounts, trust accounts and interest-bearing bank deposits with remaining maturities of 90 days or less at the time of purchase.

 10 

 

·our ability to meet requisite regulations or receive regulatory approvals in the United States, and our ability to retain any regulatory approvals that we may obtain; and the absence of adverse regulatory developments in the United States and abroad;
·new entrance of competitive products or further penetration of existing products in our markets;
·the effect on us from adverse publicity related to our products or the company itself; and
·any adverse claims relating to our intellectual property.

Property and Equipment

Property and equipment are stated at cost. Equipment under capital lease is stated at the present valueThe safe harbor provisions of minimum lease payments at the inceptionSection 21E of the lease. The Company provides for the depreciationSecurities Exchange Act of its office furniture1934, as amended, and equipment using the straight line method over the estimated useful lifeSection 27A of the depreciable assets rangingSecurities Act of 1933, as amended, apply to forward-looking statements made by us. The reader is cautioned that no statements contained in this Form 10-Q should be construed as a guarantee or assurance of future performance or results. Actual events or results may differ materially from five to seven years. Computer equipment held under capital lease is amortized straight line overthose discussed in forward-looking statements as a result of various factors, including, without limitation, the shorterrisks described in this report and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the lease term or the estimated useful life of the asset ranging from three to five years. Amortization of assets held under capital leases is included with depreciation expense. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized.forward-looking statements contained in this filing will in fact occur.

 

Impairment of Long-Lived AssetsOverview

 

Effective January 1, 2002,On June 28, 2010, the Company adoptedand Gold & Onyx Mining Company (“GOMC”) closed, a Securities Exchange Agreement (the “Merger”). Pursuant to the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” (“SFAS 121”) and accounting and reporting provisions of Accounting Principles Bulletin Opinion 30, “Reporting the Results of Operations,” for a disposal of a segment. SFAS 133 develops one accounting model based on the framework established in SFAS 121 for long-lived assets to be disposed of and significantly changes the criteria that would have to be met to classify an asset as held for sale. SFAS 133 also required expected future operating losses from discontinued operations to be displayed in the period(s) in which the losses are incurred, rather than asterms of the measurement date.Merger, the Company changed its corporate name from Viking Capital Group, Inc. to Arizona Gold & Onyx Mining Company (“AGOMC”), and issued 131,000,000 shares to the shareholders of GOMC such that GOMC shareholders acquired approximately 91.6% of the total 143,089,077 shares of Class A Common Stock outstanding after the Merger.

 

The terms and conditions of the Merger gave rise to reverse merger accounting whereby Gold & Onyx Mining Company reviews long-livedwas deemed the acquirer for accounting purposes. Consequently, the assets for impairment whenever events or changesand liabilities and the historical operations of Gold & Onyx Mining Company prior to the Merger are reflected in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include material adverse changes in operations, significant adverse differences in actual results in comparison with initial valuation forecasts preparedfinancial statements and have been recorded at the timehistorical cost basis of acquisition, a decision to abandon acquired products, services or technologies, or other significant adverse changes that would indicateGold & Onyx Mining Company.

In the carrying amountpurchase of GOMC by AGOMC, all seven subsidiaries of AGOMC became part of the recorded asset might not be recoverable. Recoverabilitycombined corporation. These subsidiaries were: A1 Mining; NIAI Insurance Administrators, Inc. of assets heldCalifornia; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and used is measured by a comparison60% of Brentwood Re, Ltd. of the carrying amountIsland of an asset to undiscounted pre-tax future net cash flows expected to be generated byNevis. All of these subsidiaries have had their charters suspended or revoked and have been inactive for several years.

We are now considered a blank check company. The U.S. Securities and Exchange Commission (the "SEC") defines those companies as "any development stage company that asset. An impairment loss is recognized forissuing a penny stock, within the amount by which the carrying amountmeaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"), we also qualify as a "shell company," because we have no or nominal assets exceeds(other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the fair valuesale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the assets. Long-Lived assets heldExchange Act for saleso long as we are reported at the lower of cost or fair value less costssubject to sell.those requirements.

 

Allowance for Loan LossesPlan of Operation

 

Specific valuation allowancesOur current business plan is to identify and negotiate with a business target for the merger of that entity with and into our company. In certain instances, a target company may wish to become a subsidiary of ours or may wish to contribute or sell assets to us rather than to merge. No assurances can be given that we will be successful in identifying or negotiating with any target company. We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are providedqualified for loans receivable when it becomes probable that all of the principal and interest payments will not be received as scheduledtrading in the loan agreement (excluding insignificant delays or payment shortfalls). In addition to specific allowances, a general allowance may be provided for future losses based on an evaluation of the loan portfolio and prevailing market conditions. Additions to the allowance are expensed as recognized.United States secondary markets.

 

Interest Income on Notes Receivable

The Company recognizes interest income on a monthly basis in accordance with the stated interest rate contained in the note agreements.

Revenue Recognition

Rental revenue through the divesture date was reported as income over the lease term as it becomes receivable according to the provisions of the lease. However, if the rentals vary from the straight-line basis, the income is recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which the use benefit from the leased property is diminished, in which case that basis is used.

 11 

 

A business combination with a target company normally will involve the transfer to the target company of the majority of our issued and outstanding common stock, and the substitution by the target company of its own management and board of directors. No assurances can be given that we will be able to enter into a business combination, or, if we do enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.

On October 22, 2017, the Company and California Biotech, Inc., owner of www.NunziaPharmaceutical.com, entered into a Merger and Consolidation Agreement (the “MCA”). In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split (The Company filed with FINRA to approve the corporate action which is pending as of the date of this report) and amended its articles changing its name to Nunzia Pharmaceutical Corporation. A closing condition of the MCA is bringing the Company current with its SEC reporting requirements. Upon closing, the MCA provides for the Company to issue a single share for each single share of California Biotech, Inc. outstanding.

 

Loss per shareResults of Operations

 

Basic and diluted loss per share is calculated usingThree Months Ended March 31, 2019 Compared with the weighted average number of common shares outstanding during the period.Three Months Ended March 31, 2018

 

Software DevelopmentOperating Expenses

 

Software developmentGeneral and Administrative

General and administrative (“G&A Costs”) costs primarily relate to professional fees and public company costs. G&A Costs decreased $13,005 from $19,262 incurred during the three months ended March 31, 2018 to $6,257 incurred during the three months ended March 31, 2019. Costs decreased due to $12,400 less in legal fees and the absence of $4,000 of expense related to fees charged by the OTC Markets group offset by a $4,500 increase in accounting fees.

Other Income (Expense)

During the three months ended March 31, 2018, the Company negotiated the settlement of past fees owed to our transfer agent resulting in a gain from the forgiveness of accounts payable of $8,596.

Liquidity and Capital Resources

As of March 31, 2019, we had $0 in cash. The Company is a blank check company.

The focus of our efforts is to acquire or develop an operating business. Despite no active operations at this time, management intends to continue in business and has no intention to liquidate the Company. We have been capitalized in accordanceconsidered various business alternatives including the possible acquisition of an existing business. Management has invested time evaluating several proposals for possible acquisition or combination. We presently own no real property and have no intention of acquiring any such property. Our primary expected expenses are comprised substantially of professional fees primarily related to our reporting requirements.

We may have to issue debt or equity or enter into a strategic arrangement with Statementa third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Fair Value of Financial Accounting Standards No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (“SFAS 86”). In accordance with SFAS 86, capitalization of software development costs begins upon the establishment of technological feasibilityInstruments and ends when a product is available for general release to customers. Under SFAS 86, the Company must evaluate the unamortized cost of the computer software product at each balance sheet date to determine if the net realizable value is less than the unamortized cost, in which case an impairment loss must be recorded. Since there have been no sales of the software to date, and the Company currently has no sales commitments, management determined during 2002 that the net realizable value of this software is $50,000. Accordingly, the Company recognized an impairment loss for theRisks

The carrying value of this asset during 2002 of approximately $363,000. During 2004, management determined that the net realizable value of this software was zero. Accordingly, the Company recognized an impairment loss for the carrying value of this asset during 2004 of $50,000.

Investment in Affiliates Accounted for Under the Equity Method

Investments in significant 20 to 50 percent owned affiliates are accounted for by the equity method of accounting, whereby the investment is carried at original cost, plus or minus The Company’s equity in undistributed earnings or losses since acquisition.

Foreign Currency Translation

Fei Yun’s operations are conducted in the People’s Republic of China. Fei Yun’s local currency is the functional currency (primary currency in which business is conducted). As Fei Yun’s functional currency was stable in relation to the U. S. dollar for the period since the acquisition through January 31, 2003, there is no adjustment resulting from translating the foreign functional currency assets.

Stock-based compensation plan

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transaction and Disclosure” (“SFAS 148”). SFAS 148 amends FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), to provide alternative methods of transition to SFAS 123’saccounts payable approximate their fair value method of accounting for stock-based employee compensation.

SFAS 148 also amends the disclosure provisions of SFAS 123 and APB Opinion No. 28, “Interim Financial Reporting,” to require disclosure in the summary of significant accounting policiesbecause of the effectsshort-term nature of an entity’s accounting policy with respectthese instruments and their liquidity. It is not practical to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While SFAS 148 does not amend SFAS 123 to require companies to account for employee stock options usingdetermine the fair value method, the disclosure provisions of SFAS 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of SFAS 123 or the intrinsic value method of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Under APB, if the exercise price of an employee’s stock option equals or exceeds the market price of the underlying stock onCompany’s notes payable and accrued interest due to the datecomplex terms. Management is of grant, no compensation expense is recognized. As permitted by SFAS 123,the opinion that the Company has electedis not exposed to continue to utilize the accounting method prescribed by APB 25 and has adopted the disclosure requirements of SFAS 123 and SFAS 148 as of December 31, 2004 and 2003.significant interest or credit risks arising from these financial instruments.

 

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Stock-based employee compensation expense is recognized as options vest.

The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 as amended by SFAS No. 148 and Emerging Issue Task Force (“EITF”) Issue No. 96-18, “Accounting for Equity Instruments That AreRecently Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” All Transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance i9s complete or the date on which the counterparty’s performance is complete or the date on which it is probable that performance will occur.

Financial InstrumentsAccounting Standards

 

See Note 1 to our Unaudited Consolidated Financial assetsStatements for more information regarding recent accounting standards and financial liabilities held-for-trading are measured at fair value with changes in those fair values recognized in net income. Financial assets and financial liabilities considered held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method of amortization. Available-for-sale financial assets are measured at fair value with unrealized gains and losses recognized in other income. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market are measured at cost.

The Company has made the following classifications:

13

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition andconsolidated results of operations should be read in conjunction with the condensed consolidatedand financial statements and supplementary data referred to in this Form 10-Q.position.

This discussion contains forward-looking statements that involve risks and uncertainties. Such statements, which include statements concerning revenue sources and concentration, selling, general and administrative expenses and capital resources, are subject to risks and uncertainties, including, but not limited to, those discussed elsewhere in this Form 10-Q that could cause actual results to differ materially from those projected. Unless otherwise expressly indicated, the information set forth in this Form 10-Q is as of March 31, 2008, and we undertake no duty to update this information.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

Lack of Revenues

We have limited operational history. For the three months ended March 31, 2008 and 2007 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Operating Expenses 

The Company’s operating expenses for the three months ended March 31, 2008 and 2007 were $0 and $40,000 respectively. Operating expenses consisted of general and administration expenses of $40,000 for the three months ended March 31, 2007.

Net Loss

During the three months ended March 31, 2008 and 2007 the Company recognized net losses of $0 and $40,000.

Liquidity and Capital Resources

Our capital resources have been acquired through the sale of shares of our common stock and loans from shareholders.

At March 31, 2008 and December 31, 2007, we had total assets of $6,000 and $6,000 respectively.

At March 31, 2008 and December 31, 2007, our total liabilities were $3,633,000 and $3,599,000 respectively consisting primarily accounts payable and debts.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

14

ITEM 4.CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures. As required by Rule 13a-15/15d-15defined under Sections 240.13a-15(e) and 240.15d-15(e) of the Securities and Exchange Act of 1934,as amended (the "Exchange Act"Exchange Act), as of March 31, 2008, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosureterm “disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of March 31, 2008, our Company's disclosureprocedures” means controls and other procedures were not effective and do not provide reasonable assuranceof an issuer that materialare designed to ensure that information related to our Company required to be disclosed by the issuer in the reports that we fileit files or submitsubmits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC'sCommission’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officer, to allow timely decisions onregarding required disclosure.

 

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

ManagementThe management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) underfor the Exchange Act.Company. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting 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 in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management assessed the effectiveness of ourthe Company’s internal control over financial reporting as of March 31, 2008. Inthe end of the period covered by this report. The framework used by management in making thisthat assessment we usedwas the criteria set forth in the document entitled “ Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our managementCommission. Based on that assessment, our CEO and CFO have determined and concluded that, as of March 31, 2008, ourthe end of the period covered by this report, the Company’s internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issuednot effective. 

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the COSO.

This quarterly report doesPublic Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material misstatement of annual or interim financial statements will not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting identified inbe prevented or detected. In connection with the evaluationassessment described above, duringmanagement identified the first quarter ended March 31, 2008following control deficiencies that has materially affectedrepresent material weaknesses as of the end of the period covered by this report: 

The Company does not have policies and procedures or is reasonably likelyaccounting systems in place to materially affectensure the timely review, disclosure and accurate financial reporting for significant agreements and transactions.

The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.

Due to our internal controlssmall size, we were not able to immediately take any action to remediate these material weaknesses. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein, we believe that our financial reporting.statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

 

Changes in Internal Control over Financial Reporting

 

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Item 1. Legal Proceedings

 

None.

ITEM 1A.RISK FACTORS

 

Not applicable to smaller reporting companies.Item 1A. Risk Factors

 

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

 

The following exhibits are included as part of this report:Item 6. Exhibits

 

Exhibit No.Description of Exhibit
Exhibit 31.1-Certification of President of Arizona Gold and Onyx Mining Company F/K/A Viking Capital Group, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adoptedPrincipal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Rule 13a-14(a).*
Exhibit 31.2-Certification of Chiefthe Principal Financial Officer of Arizona Gold and Onyx Mining Company F/K/A Viking Capital Group, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Rule 13a-14(a).*
Exhibit 32.1-Certification of President of Arizona Goldby the Principal Executive Officer and Onyx Mining Company F/K/A Viking Capital Group, Inc.Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.2002.*
101.INSXBRL Instance Document**
101.SCHXBRL Taxonomy Extension - Schema Document**
101.CALXBRL Taxonomy Extension - Calculation Linkbase Document**
101.DEFXBRL Taxonomy Extension - Definition Linkbase Document**
101.LABXBRL Taxonomy Extension - Label Linkbase Document**
101.PREXBRL Taxonomy Extension - Presentation Linkbase Document**

_______________

*Exhibit 32.2Filed herewith.  

-**

CertificationFurnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of Chief Financial Officera registration statement or prospectus for purposes of Arizona Gold and Onyx Mining Company F/K/A Viking Capital Group, Inc. pursuant to Section 906Sections 11 or 12 of the Sarbanes-OxleySecurities Act of 20021933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Section 1350 of 18 U.S.C. 63.

otherwise is not subject to liability under these sections.

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SIGNATURES

 

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated:

Arizona Gold and Onyx Mining Company

(Registrant)

Date: May 8, 201830, 2019

 

ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC.

/s/Michael Mitsunaga
By:/s/ Michael Mitsunage
Michael Mitsunage
Chief Executive Officer and President
  
 Name:       Michael Mitsunaga
Title:        Chief Executive Officer
(Principal Executive Officer)

Date: May 30, 2019 By:

/s/Richard Johnson

  
 By:/s/ DickName:       Richard Johnson
 Dick Johnson
Title:        Chief Financial Officer
 (Principal Financial Officer and Principal Accounting Officer)

DISCLAIMER

The management signing the above financial statements were not employed by the Company nor Board members for the financial periods listed above. The current Board of Directors in the best interests of the Shareholders chooses to file the necessary reporting obligations as a Voluntary Reporting Company. These financial reports are prior to the filing of the FORM 15 dated 04-23-2010 with the SEC. The information is to the best of managements knowledge and efforts at the time of the filing. 

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