NUNZIA PHARMACEUTICAL Co - Annual Report: 2008 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-22744

(Exact name of registrant as specified in its charter)

714-609-9117

Registrant’s telephone number, including area code

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ]  YES      [ x]   NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ]  YES      [x]   NO

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ ]  YES    [X ]   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    [x]   NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]  YES    [x]   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. See the definitions of "large accelerated filer," "accelerated filer,," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 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 [X ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 8, 2018 is 112,410,467 shares.

EXPLANATORY 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.

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

TABLE OF CONTENTS

Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.  All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, any statements concerning proposed new products or strategic arrangements, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing.  In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “intends”, or “continue” or the negative thereof or other comparable terminology.  Although the Company and its management believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements.  The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including but not limited to the Risk Factors set forth under Item 1A, and for the reasons described elsewhere in this report. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof, and we assume no obligation to update these forward-looking statements or reasons why actual results might differ.

PART I

Item 1. Business

Overview

Arizona Gold and Onyx Mining Company (the “Company”) was incorporated November 12, 1986, as a 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 June 2010, the Company changed its name to its current name Arizona Gold and Onyx Mining Company.

Since its inception, the Company derived no revenues and no income from such business and as result as of December 31, 2008, had an accumulated deficit of $37,937,000.

Employees

Currently we do not have any full-time employees and we rely exclusively on the expertise of our sole executive officer. Our management expects to use consultants, attorneys and accountants as necessary. 

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding involving the Company.

Item 1A. Risk Factors

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

Item 1B. Unresolved Staff Comments.

As of December 31, 2008, there are no unresolved Staff Comments

Item 2. Properties.

We do not currently own any property. The mailing address of the Company is 3422 PICO BLVD LOS ANGELES, CA 90019.

Item 3. Legal Proceedings.

We are not involved in any pending legal proceeding, and we are not aware of any pending or threatened litigation against us.

Item 4. Safety Disclosures.

Not Applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company's shares are currently registered on the OTC Pinksheets for trading .

Rule 144 Shares

As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants

We do not have a stock option plan in place and have not granted any stock options at this time.

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently expect to retain all available funds and future earnings, if any, for use in the operation and growth of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under any agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our Board deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans:

The Company does not have any equity compensation plans.

Recent Sales of Unregistered Securities:

None

Item 6. Selected Financial Data.

The Financial Statements and Notes to Financial Statements appear beginning on page F-1.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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-K that could cause actual results to differ materially from those projected. Unless otherwise expressly indicated, the information set forth in this Form 10-K is as of December 31, 2007, and we undertake no duty to update this information.

Plan of Operations

As discussed above we have not yet operated pursuant to our business plan. We have generated no revenue in 2008 or 2007.

Comparison of the Years Ended December 31, 2008 and 2007

Lack of Revenues

We have limited operational history. During the year ended December 31, 2008 and 2007 we have not generated any revenue. 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 years ended December 31, 2008 and 2007 were $0 and $148,000 respectively. Operating expenses in 2007 consisted of general and administrative expense $148,000.

Net Loss

During the year ended December 31, 2008 and 2007 the Company recognized net losses of $0 and $148,000.

Liquidity and Capital Resources

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

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

At December 31, 2008 and 2007, our total liabilities were $3,733,000 and $3,599,000 respectively consisting primarily of accounts payable and debts.

Cash Requirements

We intend to propagative funding for our activities, if any, through a combination of the private placement of the company’s equity securities and the public sales of equity securities.

We have no agreement, commitment or understanding to secure any funding from any source.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable to Smaller Reporting Companies.

Item 8. Financial Statements and Supplementary Data.

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

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the fiscal year ending December 31, 2008

NOTICE

The accompanying unaudited financial statements of ARIZONA GOLD AND ONYX MINING COMPANY f/k/a VIKING CAPITAL GROUP, INC. for the fiscal year ended December 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.

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

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. NATURE OF OPERATIONS AND GOING CONCERN

Arizona Gold and Onyx Mining Company (the “Company”) was incorporated November 12, 1986, as a 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 May 2010, the Company changed its name to its current name Arizona Gold and Onyx Mining Company.

Pursuant to a Stock Purchase Agreement dated August 1, 2001, The Company acquired 25% 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 directly 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 into 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, the Company sold its 96% ownership of Fei Yun 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 f/k/a Arizona Gold and Onyx Mining Company and its subsidiaries are collectively referred to as the “Company.”

Subsequent to December 31, 2004, a number of events have transpired that impact the future operations and direction of the Company. In January 2005, the Company experienced a change of control associated with a significant acquisition and significant other changes that included a reduction of accrued compensation and previous related party receivables and payables.

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. The Company has accounted for this transaction under the purchase method of accounting. Under this method, the value of the Company’s acquisition is determined at $19,440,000, or the fair market value 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 transaction 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. 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” shares, representing 100% of the authorized, issued and outstanding Class “B” shares, have the right to elect a majority 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 him 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. Fossen to the Company. The shares acquired by the Company will constitute less than 5% 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 him 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.

On March 17, 2005, a former Company officer and director, Matthew W. Fossen, agreed to return for cancellation 5,000,000 issued 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 consideration 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles. These consolidated financial statements have been prepared within 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

The preparation of financial statements in conformity with generally accepted accounting principles requires management 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 contingent assets and liabilities at the date of the Consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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. As of December 31, 2009, the Company’s cash and cash equivalents consist of zero cash.

Property and Equipment

Property and equipment are stated at cost. Equipment under capital lease is stated at the present value of minimum lease payments at the inception of the lease. The Company provides for the depreciation of its office furniture and equipment using the straight line method over the estimated useful life of the depreciable assets ranging from five to seven years. Computer equipment held under capital lease is amortized straight line over the shorter of 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.

Impairment of Long-Lived Assets

Effective January 1, 2002, the Company adopted 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 as of the measurement date.

The Company reviews long-lived assets for impairment whenever events or changes 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 prepared at the time of acquisition, a decision to abandon acquired products, services or technologies, or other significant adverse changes that would indicate the carrying amount of the recorded asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows expected to be generated by that asset. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the fair value of the assets. Long-Lived assets held for sale are reported at the lower of cost or fair value less costs to sell.

Allowance for Loan Losses

Specific valuation allowances are provided for loans receivable when it becomes probable that all of the principal and interest payments will not be received as scheduled 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.

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.

Loss per share

Basic and diluted loss per share is calculated using the weighted average number of common shares outstanding during the period.

Software Development

Software development costs have been capitalized in accordance with Statement 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 feasibility 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 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’s 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 policies of the effects of an entity’s accounting policy with respect 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 using 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 on the date of grant, no compensation expense is recognized. As permitted by SFAS 123, the Company has elected 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.

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 Are 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 Instruments

Financial assets 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:

• Measured at fair value. Gains and losses resulting from change in fair values are recorded in net income.

• Accounts receivable and royalty tax recoverable are classified as “loans and receivables” and are recorded at amortized cost, which upon their initial measurement is equal to their fair value. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

• Accounts payable is classified as “other financial liabilities” and is initially measured at their fair value. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the "Exchange Act"), as of December 31, 2008, we have carried out an evaluation of the effectiveness of the design and operation of our Company's 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 December 31, 2008, our Company's disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. 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:

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our management concluded that, as of December 31, 2008, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

This quarterly report does 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 in connection with the evaluation described above during the year ended December 31, 2008 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

Item 9B. Other Information.

None.

Part III

Item 10. Directors, Executive Offices and Corporate Governance

Executive Officers and Directors

The following table sets forth the name, age, and position of each current executive officer and director of the Company as of May 8, 2018, the filing date of this report:

(1)      Mr. Mitsunage was named President on 6-28-2010 and appointed as a member of the Board of Directors on 6-28-2010.

(2)      Ms. Halvorson was named Secretary on 2-22-2018 and appointed as a member of the Board of Directors on 2-22-2018

Mr. Mitsunage business experience is listed below:

ARIZONA GOLD AND ONYX MINING (2009 – Present)

President and Board Member of a company that develops precious metal mines in Nevada and Arizona; oversee all phases of taking the company public, including raising substantial investment capital, obtaining a public shell corporation, facilitating underwriting, and coordinating strategic marketing and investor relations.

AUTOMATIC MEDICAL TECHNOLOGY(1999 – 2005)

Patented and developed a unique “Intravenous (IV) Warming Machine” and an accompanying “Zig-zag Rigid Polycarbonate Cartridge” approved by FDA for use in the administration of chemotherapeutic drugs to cancer patients. Specifically, this invention incorporates polycarbonate plastic tubing into a specially-designed portable IV warming machine which mitigates chemical leaching encountered during intravenous chemotherapy. Initial product sales in 2003 reached $1 million per year. Raised over $3.5 million from overseas investors.

T.I.C. PHOTO, INC. (1995 – 1999)

President and CEO of a joint venture, pilot program with Fuji Film USA to open direct retail “One Hour Photo” stores; opening sample retail locations using used equipment to increase their color paper sales and Chemicals. Then Fuji started their own used equipment department with their own service and repair department.

UNION PACIFIC FOODS, a division of ASTRA INTERNATIONAL, INC. (1991 – 1996)

As President for the North American Division of an Indonesian tuna manufacturer, we developed the revolutionary “Pole and Line” dolphin-safe fishing method approved by Greenpeace; developed and marketed the “sandwich pack” canning method used to sell a quality can packed tuna, which implements vacuum-packed sealed bags in lieu of metal cans. We started selling 10 to 25 containers per month of 66oz cans to Nation Distributors, Brokers and International Trading Companies.

TSM TRADING IMPORT/EXPORT COMPANY (1987 – Present)

Founded international trading company that specializes in the import and export of designer handbags and garments to Japan, Indonesia, Hong Kong, Taiwan, Singapore, Malaysia, and Mexico; developed an extensive commercial, distribution, and diplomatic network with businesses, government agencies, and military officials.

TSM RECOVERY AND RECYCLING, INC. (1980 – Present)

Founder and President of a company that specializes in the recovery and refinement of precious metals, as well as the handling, treatment and disposal of hazardous and biomedical waste. Consultant to companies that generate hazardous and biomedical waste.

TSM SEWING MACHINES (1978 – 1979)

Pioneered project to reclaim and recondition costly, disposable commercial sewing machine hooks, which yielded substantial returns on the company’s capital investment; developed program to import discarded commercial sewing machines from Japan, which were refurbished and leased to American commercial garment manufacturers.

Ms. Halvorson is seasoned Business Development and Marketing professional that thrives in new and innovative environments. Over her 25 year healthcare career, she has contributed to all spectrums of the business continuum. She started in medical practice management software systems and then moved to holding strategic roles in large corporate structures such as Dell Computer Corporation, and other successful healthcare startups like SCI Solutions. (complex hospital scheduling) After leaving Dell she went on to be a founding partner at Triage VC, were she worked with several startup ventures leveraging her vast industry connections. Her expertise helped to accelerate early stage startups in the areas of investment banking, marketing and business development. While at Dell she reported to the Director of Dell Healthcare with revenues in excess of 1 billion dollars annually. Responsibilities included all commercial E-Health strategies and corporate partnerships within the Healthcare Division. Kim also worked with Dell Direct Invest with regard to the Healthcare Division strategic investments.

Richard A. Johnson – Chief Financial Officer

To the position of Chief Financial Officer Richard Johnson brings a wealth of experience at the senior executive levels in the areas of Corporate Finance, Business Planning & Operations, R&D and Administration. His considerable strengths in the areas of Finance and Corporate Administration will greatly assist the Company as it advances towards planned sales volume and expansion of the Company strategic goals.
Mr. Johnson’s enviable record of achievements at the executive level includes, latterly, CFO at Early Detect Inc. where he supervised the financial activities of the Company and its subsidiaries over a span of 4.5 years. Previously, he held positions of Chief Financial Officer, General Manager and Director in industry and also was a Senior Management and Finance Consultant to the manufacturing, retail, agriculture and service industries for fifteen years as well as Program Control Director and Management Consultant with a major international Engineering and Construction Corporation. Early in his career, Mr. Johnson spent eleven years with the U.S. Department of Energy, Las Vegas, where he had the responsibilities of financial analysis, budgeting and Safety analysis in the areas of nuclear explosives internationally.

Audit Committee

We do not currently have an audit committee or a committee performing similar functions. Our Board of Directors as a whole participates in the review of financial statements and disclosure.

Code of Ethics

We have not adopted a code of ethics that applies to our officer, director and employee. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.

Item 11. Executive Compensation

Summary Compensation Table.

Current Management doesn’t have the details for the period that’s reported herewith 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Current Management doesn’t have the details for the period that’s reported herewith 

Item 13. Certain Relationships and Related Transactions, and Director Independence

Current Management doesn’t have the details for the period that’s reported herewith 

Item 14. Principal Accounting Fees and Services

All audit and other audit related fees during the year ended December 31, 2008 and 2007 is NIL. 

 Part IV

Item 15. Exhibits, Financial Statement Schedules

The following exhibits are included as part of this report:

SIGNATURES

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

Dated: May 8, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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.