The following Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the consolidated results of operations and financial condition of Nunzia Pharmaceutical Company and its subsidiaries. The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to the financial statements included in this Comprehensive Form 10-K.

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.





Overview


The Company owns the rights to Nunzia™, a nutraceutical that treats Autism, Fragile X, ADHD, PTSD and other such disorders. We manufacture, market and plan to distribute Nunzia™, direct to consumers through our website, www.nunziapharma.com, and through wholesalers. We did not generate any revenue from our products in 2021 or 2020.

Current drugs that attempt to control the symptoms of autism, fragile X, ADHD and PTSD are largely ineffective. Nunzia™ is nutraceutical product is designed to treat the symptoms of these wide-ranging medical conditions. Nunzia™ product is intended to increase sensory, social, and daily living skills, as well as increasing attention span, memory retention, focus, comprehension, and learning while decreasing anxiety, stress, fixations, fidgeting, and outside detractions. We expect to begin generating revenue from our products in 2022, however, there can be no assurance that we will be able to bring our products to market, or whether they will be effective.





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 and allow it to continue as a going concern.

As of December 31, 2021, we had negative working capital of $99,174, $131 in cash on hand and we had an accumulated deficit of $179,413,129. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to expand the range and scope of our business operations. We will seek access to private or public equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







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Results of Operations



Year ended December 31, 2021 compared to the year ended December 31, 2020





Revenue


To date the Company has not generated revenue.





Total Operating Expenses


Total operating expenses for the year ended December 31, 2021 were $78,060,908 compared to $39,327 for the year ended December 31, 2020. Expenses are primarily related to share based compensation and professional and outside service fees to maintain our accounting and public disclosures and fluctuate due to the timing of costs.





Other Income (Expense)



Other expense decreased approximately $101,000,000 due $1,862 of interest expense on related party advances compared to the issuance of common stock to related parties.. For additional information see the notes to our financial statements, "NOTE 5 - Transactions with Related Persons."

Liquidity and Capital Resources

We have an accumulated deficit of $179,413,129 through December 31, 2021. As of December 31, 2021, the Company had $131 of cash on hand. All expenses in 2021 and 2020 resulted in a corresponding increase to our liabilities or equity, thus, resulting in no use of cash. Our principal source of liquidity has been advances from certain shareholders.

These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Indebtedness



None.



Contractual Obligations



None.


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

See Note 2 to the Notes to the Company's financial statements.







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Critical Accounting Policies


Our discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Due to the level of activity and lack of complex transactions, we believe there are currently no critical accounting policies and estimates that affect the preparation of our financial statements.

New Accounting Standards to be Adopted Subsequent to December 31, 2021

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company's annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on January 1, 2021. We do not expect the adoption of ASU 2020-06 to have a material impact on our consolidated financial statements.





Related Party Transactions


For a discussion of our Related Party Transactions, see "Note 5 - Transactions With Related Persons" to our Financial Statements included elsewhere in this Annual Report on Form 10-K.

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