WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC"). You may read and copy any document we file with the SEC at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC's internet site at http://www.sec.gov.

On our Internet website, http://www.aximbiotech.com, we post the following recent filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

When we use the terms "AXIM", "Company", "we", "our" and "us" we mean Axim Biotechnologies, Inc., a Nevada corporation, and its consolidated subsidiaries, taken as a whole, as well as any predecessor entities, unless the context otherwise indicates.





                           FORWARD LOOKING STATEMENTS


This Quarterly Report on Form 10-Q, the other reports, statements, and information that the Company has previously filed with or furnished to, or that we may subsequently file with or furnish to, the SEC and public announcements that we have previously made or may subsequently make include, may include, or may incorporate by reference certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. To the extent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as "anticipate", "estimate", "plan", "project", "continuing", "ongoing", "expect", "believe", "intend", "may", "will", "should", "could", and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, marketability of our products; legal and regulatory risks associated with trading publicly; our ability to raise additional capital to finance our activities; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in our filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.





Overview


Axim Biotechnologies, Inc., a Nevada corporation, was originally incorporated in the State of Nevada on November 18, 2010, under the name AXIM International, Inc. On July 24, 2014, we changed our name to AXIM Biotechnologies, Inc. to better reflect our business operations. Our principal corporate headquarters are located at 6191 Cornerstone Court, E., Suite 114, San Diego, CA 92121. Our website address is www.aximbiotech.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. The trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

Acquisition of Sapphire Biotech, Inc.

On March 17, 2020, the Company entered into a Share Exchange Agreement ("Agreement") with Sapphire Biotech, Inc., a Delaware corporation ("Sapphire") and all of the Sapphire stockholders (collectively, the "Sapphire Stockholders"). Following the closing of the transaction, Sapphire became a wholly owned subsidiary of AXIM.

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Current Operations Following the Acquisition of Sapphire Biotech, Inc.

As we look forward to the next 12 months year with the acquisition of Sapphire Biotech, we anticipate that we will advance our mission of improving global cancer care through the development of novel therapeutics for controlling metastatic cancer spread, and diagnostics for early cancer detection, response to treatment, and for monitoring post-treatment recurrence. We have made significant progress with our lead therapeutic drug candidate, SPX-1009, having successfully completed in vitro studies. As we commence our animal studies, we plan to prove that SPX-1009 will demonstrate its ability to block cancerous tumor growth and the spread of metastasis in vivo, a key milestone for 2020. This year, we also anticipate completing the development of our universal companion diagnostic test to measure the efficacy of cancer treatment by tracking QSOX1 levels in blood.

Anticipated Milestones for 2020

Sapphire has been investigating the enzyme Quiescin Sulfhydryl Oxidase 1 (QSOX1), a master regulator of extracellular matrix remodeling, and its overexpression by tumor cells. Overexpression of QSOX1 has been unambiguously linked to promoting tumor invasion and metastasis. One of the Company's co-founders, Dr. Douglas Lake, has discovered that a small molecule SBI-183 inhibited the enzymatic activity of QSOX1 and as a result suppressed tumor cell invasion in vitro and metastasis of breast tumor cells in vivo. Through its medicinal chemistry efforts the Company synthesized multiple structural analogs of SBI-183 and unveiled SPX-1009 lead compound that demonstrated ten-fold improvement in suppressing invasion and metastasis in several cancer models.

The Company believes that its therapeutic drug development strategy targeting the metastatic spread is a unique, novel and pioneering approach to saving lives. The near-term objective of the Company is to demonstrate the ability of its lead anti-QSOX1 drug candidates to suppress tumor growth and metastasis and to advance them into pre-clinical studies.

Additionally, the Company believes that QSOX1 has a significant potential to be developed into an important biomarker for liquid biopsy cancer test. The Company anticipates that ongoing diagnostic product development in 2020 will result in a commercial prototype in early 2021 of a universal companion diagnostic to measure the efficacy of any ongoing cancer treatments based on measuring QSOX1 levels. Ultimately, the Company aims to develop a blood test that makes possible the early detection of cancer.

The Company's anticipated key milestone achievements for 2020 include:

Diagnostic Product Development

·Immunohistochemistry (IHC) Diagnostic Test

Development of an IHC test using existing proprietary anti-QSOX1 polyclonal antibodies and novel monoclonal antibodies. The company will test the top 3-4 proprietary antibodies on different tumor types, utilizing commercial tissue arrays for rapid screening and discovery, and subsequently, collaborate with pathology labs for evaluation by practicing oncologists. Status: Ongoing

·Universal Companion Diagnostic Test

The company has developed proprietary assays to detect QSOX1 levels in patients undergoing cancer treatment. Sapphire has already tested over 200 bladder cancer samples seeking to establish a correlation of QSOX1 levels with tumor progression/regression. In addition, the Company's test is currently the subject of an ongoing clinical trial relating to pancreatic cancer samples. Ongoing testing in vitro and in vivo will continue throughout 2020. The Company has signed an agreement with Translational Drug Development, LLC (TD2) to conduct retrospective mouse studies to measure QSOX1 levels in tissue as well as blood as tumors continue to progress. Status: Animal studies to commence mid-April with expected duration of 8-12 weeks.





Universal Cancer Biomarker


The Company continues research and development relating to QSOX1 with the objective of studying QSOX1 levels in the blood at various stages of cancer. QSOX1 overexpression in tissues of cancer patients has been documented in various studies, but additional work is required with the blood of cancer patients to make the correlation between QSOX1 levels with various cancer stages. The ultimate goal is to validate QSOX1 as a blood biomarker for cancer. Breast, lung and pancreatic cancer-focused validation studies are planned for 2020. Status: Ongoing.

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Therapeutic Product Development

·Pre-Clinical Animal Studies/Stage 1: SPX-1009 Safety & Efficacy

The Company has signed an agreement with TD2 to determine the effectiveness of its lead drug candidate SPX-1009 to block the spread of metastasis. The animal studies will be conducted in a mouse model of triple-negative breast cancer using human tumor xenografts. The study will entail the injection of human tumor cells into the mice to grow as a primary tumor that will also metastasize to the lungs. Mice will be administered SPX-1009 and SBI-183 to measure tumor growth/metastasis as compared with control mice. Concurrently a pharmacokinetics (pK) study will be conducted with SPX-1009 to evaluate its absorption, distribution, metabolism and excretion profile early in development. Status: Animal studies to begin mid-April, 2020 with an expected duration of 5-6 weeks.

·Pre-Clinical Animal Studies/ Stage 2: SPX-1009 Efficacy in Combination Therapy.

The Company plans to conduct Stage 2 Animal Studies with SPX-1009 at the TD2 facility. The study will test the concept of combination therapy of SPX-1009 with several cytotoxic drugs. The purpose is to assess tumor cell survival and invasion in the presence of several cytotoxic drugs and immune checkpoint inhibitor antibodies in combination with SPX-1009 in 2 breast cancer and 2 pancreatic cancer cell lines. The determination will be made regarding the synergy or additive effects occurring during the administration of SPX-1009 and several cytotoxic drugs. Status: Estimated to begin June 2020.





·Clinical Human Studies


Upon successful completion of Pre-Clinical Animal Studies Stages 1 & 2, we anticipate identifying an Institutional Review Board to review and approve its protocol to conduct research and testing with humans and/or human tissues. Status: Estimated 1st Quarter, 2021.





Milestones 2019 to Date


On January 1, 2019, Sapphire Biotech, Inc., an Arizona State University startup in partnership with Mayo Clinic, is formed to develop novel therapeutic approaches for the treatment of cancer.

On February 4, 2019, Sapphire tests 200 bladder cancer patient samples from Mayo Clinic to validate a unique biomarker to detect cancer. For the first time, Sapphire isolates the QSOX1 Long (QSOX1-L) splice variant as a biomarker in serum for bladder cancer and possibly other cancers. Sapphire develops a prototype rapid diagnostic test that measures levels of QSOX1-L in blood.

On April 4, 2019, Sapphire announced the discovery of a new biomarker for the detection of certain cancers in blood and files for patent protection. Sapphire discovers QSOX1-L, which is highly specific for the presence of cancer in blood and has the potential to be detected earlier than circulating tumor cells.

On August 21, 2019, a clinical trial begins to evaluate Sapphire's rapid diagnostic test to detect the QSOX1 peptide in patients with or at risk for pancreatic cancer. The purpose of the trial is to evaluate the diagnostic potential of Sapphire's test to detect QSOX1 in patients with or at risk for pancreatic cancer. Status: Ongoing

On September 5, 2019, Sapphire Biotech files for a Small Business Investigational Research grant to develop potent and soluble analogs of SBI-183, a compound that has been shown to inhibit tumor growth and metastasis. Ultimately, Sapphire's goal is to develop a therapeutic treatment for cancers that overexpress QSOX1. Application is in final review for Funding.

On September 26, 2019, Axim Biotechnologies and Sapphire Biotech enter into Joint Venture to develop polyfunctional cannabidiol derivatives with the higher potency.

On October 25, 2019, Sapphire Biotech files two patent applications for anti-metastatic compounds to treat cancer and prevent metastasis.

On December 5, 2019, Sapphire Biotech files patent application for the anti-metastatic compound to suppress tumor cell growth and block metastasis. Identified as SPX-1009, the compound is an analog of SBI-183, and in vitro testing demonstrates ten-fold greater potency than the parent compound.

On January 13, 2020, Sapphire Biotech enters into an agreement with Skysong Innovations, LLC for an exclusive license to technology relating to SBI-183, an anti-metastatic compound suppressing tumor cell growth and blocking metastasis (and grants equity to Mayo Clinic Ventures and Arizona State University).

On February 6, 2020, Sapphire Biotech signs Sponsored Research Agreement (SRA) with Arizona State University to conduct in vitro testing and in vivo pre-clinical animal studies re cancer inhibitory agents that will prevent metastases.

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On March 18, 2020, Axim Biotechnologies announces the acquisition of Sapphire Biotech.

On March 24, 2020, Sapphire announces the completion of in-vitro studies on the new compound, SPX-1009 proving ten-fold greater inhibition of tumor metastasis than parent compound SBI-183 following testing of over 80 analogs.

On March 27, 2020, Sapphire Biotech signs an agreement with TD2 to initiate animal studies to evaluate the efficacy of SPX-1009 as an anti-metastatic treatment and to measure levels of QSOX1 as a potential companion diagnostic test.

Cannabinoid Development

Although AXIM is transitioning its focus from a cannabinoid biotech to a cancer biotech company there is still a crossover and a potential large market opportunity. That is because cannabinoids are showing to exert various palliative effects in cancer patients and cannabinoids are proving to inhibit the growth of different types of tumor cells, in laboratory animals. Additionally, drug cocktails are a promising strategy for diseases such as cancer, because cocktails can be more effective than individual drugs and can overcome problems of drug resistance. A recent study showed that mice treated with both CBD oil and chemotherapy survived almost 3x longer than chemotherapy alone.

Other studies in vitro and in vivo focusing on pancreatic cancer found that cannabinoids can help slow tumor growth, reduce tumor invasion, and induce tumor cell death. A 2019 study indicated that CBD could provoke cell death and make glioblastoma cells more sensitive to radiation, but with no effect on healthy cells. A study in experimental models of colon cancer in vivo suggests that CBD may inhibit the spread of colorectal cancer cells. Other research demonstrated the efficacy of CBD in pre-clinical models of metastatic breast cancer. The study found that CBD significantly reduced breast cancer cell proliferation and invasion.

However, there is a huge problem, cannabinoids are not water-soluble.

Cannabinoids are lipophilic molecules (i.e., oil-based compounds that are not soluble in water). This means that when you place extracted hemp oils into water, they float. Cannabionoids in their natural lipophilic state do not mix with water and will not dissolve in the water. This has always been the problem for oil-based compounds-because the human body is 60% water, they have difficulty dissolving, and more importantly, absorbing these molecules.

The term "water solubility" refers to a compound's ability to dissolve into water at a specific temperature. The term bioavailability refers to the amount of active ingredient in the compound, which makes it into the bloodstream. If an ingredient is injected directly into the bloodstream, it is 100% bioavailability.

When CBD is ingested, it is absorbed by the digestive system. From the stomach, the compounds enter the hepatic portal system, where they are carried through into the liver. The liver then metabolizes the CBD molecules, in what's referred to as the "first pass effect." Here, CBD can be significantly broken down before reaching the blood.

Other reasons for decreased oral bioavailability include destruction of the drug by gastric acidity, intestinal membrane enzymes, complexion with food constituents or bacterial enzymes. Foods, especially fat, can slow gastric emptying. Absorption can be limited by the short transit period of the drug through the small intestine (2-4 hours). These functions act on CBD, reducing the concentration of the compounds before passing on what remains to the bloodstream. The first pass metabolism effects a large portion of the CBD and its metabolites are excreted, which means that a lot of the benefits are literally flushed away. Lastly there are questions about liver toxicity, especially in large doses.

It is estimated that the bioavailability of CBD is as low as 5-10 percent going through the stomach into the bloodstream.





Axim's New Solution


We have been working for the last several months in the laboratory to develop water soluble polyfuncitional cannabinoids. We recently perfected our reaction process and have filed for a new patent. It shows that our CBD molecule is about 338x more water-soluble than CBD. To put it into perspective, if one dissolves 1G of CBD in water-octanol mixture, only 3.9 micrograms of it will end up in water; while for 1G of our new polyfunctional CBD 1,318 micrograms will go into water. We believe this could be a game changer for the entire cannabinoid world.

Anticipated Milestones for 2020 Cannabinoid Development

We now plan to generate next generation multifunctional cannabinoid constructs that may produce more potent response then individual cannabinoid molecules with an added benefit of being more water-soluble and bioavailable. The newly generated compounds will then be tested in several cell-based assays alongside with corresponding individual cannabinoids and mixtures thereof.

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Another advantage of such hybrid systems is that bioactive compounds can be specifically tailored to have a broad spectrum of receptor affinities via single administration of a chimeric compound instead of a specific ratio of two different compounds. This is especially true for heterobifunctional compounds comprised of CBD and CBG molecules. While action of CBD is well understood and includes anti-epileptic, anti-inflammatory, anti-biotic and other activities, the biological function of CBG is still poorly understood. It is believed that CBG is beneficial for cardiac health, helps heal inflammatory bowel disease and, most important, inhibits growth of colon cancer. The CBD-CBG hybrid may prove to have synergystic effects, which combined with improved solubility and bioavailability will provide a general new platform for the design of future cannabinoid-based drugs.





Bifunctional Cannabinoids



Next we are planning to synthesize combinations of cannabinoids: (1) CBD-CBD; (2) CBD -CBG; and (3) CBG-CBG. Three differently sized linkers will be used to determine best possible balance between water-solubility and activity. Hence, 9 different compounds will be produced in this section. These new chemical entities will be tested side by side with individual CBD/CBDA and CBG/CBGA molecules for solubility and activity (see below).





Multifunctional Cannabinoids


We plan to expand the bifunctional strategy to include three, four, … and more poly-valent CBD/CBG constructs over the next 12 months. Such linkers can be modified with the same or different cannabinoid molecules, which will further enhance their effectiveness, may produce unexpected and diverse effects, while at the same time supporting good water solubility and bioavailability. Additionally, such multifunctional constructs will allow labeling with different tracers. For example, a unique feature is the ability to add two cannabinoid molecules and a fluorescent or radioactive label. This will give us a unique opportunity to track biodistribution of the cannabinoid hybrids throughout cells or even live animals.





Biological Activity


The biological activity of the resulting compounds will be tested against native (unconjugated) CBD, CBG, CBDA and CBGA in functional binding, antibacterial/antifungal, and cancer proliferation assays as follows.

Antimicrobial assays: DH10B E. coli cells will be grown in our lab overnight, at 37C at 270 rpm rotation in LB medium with streptomycin (0.1%) to a cell density of 2 x 106 CFUmL-1. In control experiments, the above procedure will be repeated with no compound in the culture as a negative control.

Cancer proliferation assay and Cancer cell migration assay tests are planned using human breast cancer cell lines, MDA-MB-231 and MCF-7, The assays will be performed exactly as specified by the manufacturer's protocol.

Pre-Clinical Animal Studies/ Stage 1: Polyfunctional Cannabinoids Efficacy in Combination Therapy. Axim plans to conduct Stage 1 Animal Studies with our polyfunctional cannabinoids together with drug compound SPX-1009 and several cytotoxic drugs at the TD2 facility. The purpose is to assess tumor cell survival and invasion in the presence of several cytotoxic drugs and immune checkpoint inhibitor antibodies in combination with our polyfunctional cannabinoids, SPX-1009 in 2 breast cancer and 2 pancreatic cancer cell lines. The determination will be made regarding the synergy or additive effects occurring during the administration of polyfunctional cannabinoids, SPX-1009 and several cytotoxic drugs. Status: Estimated to begin June 2020.





Clinical Human Studies


Upon successful completion of Pre-Clinical Animal Studies with Polyfunctional Cannabinoids, we anticipate identifying an Institutional Review Board to review and approve its protocol to conduct research and testing with humans and/or human tissues. Status: Estimated 1st Quarter, 2021.





Anticipated Expenses


During the next twelve months we anticipate incurring costs related to: (i) filing Exchange Act reports, (ii) contractual obligations, (iii) clinical trials, and (iv) continued research and development.

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Intellectual Property


Currently, our intellectual property includes patents, trademarks and other proprietary, confidential and/or trade secret information. Our patent applications include fourteen (14) patent application families for oral care compositions, sugar alcohol kneading method, cosmetics, THC extraction method, antimicrobial compositions, nicotine dependence treatment gum, opioid dependence treatment gum, restless leg treatment gum, suppositories, method to treat psoriasis, method to treat atopic dermatitis, method to treat vitiligo, chewing gum for treatment of migraine, and polyfunctional cannabinoids. Eleven (11) of our patent applications are in non-provisional stage in the U.S., and twelve (12) are currently in national stage in foreign jurisdictions. Our patents include nine (9) patents, for ophthalmic solutions, method to use the ophthalmic solution to treat glaucoma and conjunctivitis, two patents on process to extract THC, two patents on suppositories, oral care compositions, method to treat atopic dermatitis, and anti-microbial powder; and two (2) licensed patents (chewing gum containing cannabidiol, and chewing gum containing cannabinoids, covering all cannabinoids, including THC). We are in the process of developing and filing more patent applications.

We have twenty nine (29) trademark applications some of which are registered trademarks, received Notices of Allowance, or are pending in front of the United States Patent and Trademark Office: Axim, A Axim Biotech, Cannanimals, CanQuit, CannaCoal, CanChui, CanShu, Oraximax, ReneCann, OpthoCann, Cannonich, Cannocyn, HempChew, SuppoCann, CanChew, CanChew Hemp CBD Gum, CanChew Rx, MedChew, CanChew Plus, CanQuit OC, MedChew GP, MedChew RL, CanChew +, CanChew +10, CanChew +50, CanChew +100, Hangover Gum, Wellness Gum, and Hole in One. Corresponding trademark applications have been filed in other jurisdictions have received registration or are pending. We also recently acquired a U.S. registered trademark "Chemogum."

Market, Customers and Distribution Methods

Our focus is on the development of innovative pharmaceutical, nutraceutical and cosmetic products focusing on diseases and conditions for which currently there are no known efficient therapeutic ingredients or delivery systems for known active pharmaceutical ingredients. The body of knowledge regarding therapeutic use of cannabinoid-based formulations is steadily increasing. We plan to be an active player in this field of biosciences with our extensive R&D and pipeline of innovative products.

Our target customers are primarily end consumers via Internet sales, direct-to-consumer health and wellness stores, collectives, cooperatives, affiliate sales and master distributors. Secondarily, we are targeting manufacturers of products that can readily replace their raw base materials with our materials, making the products more environmentally friendly and sustainable. Next, we will target retail stores with major distribution companies who have preexisting relationships with major retail chain stores. As we continue to develop our business, these markets may change, be re-prioritized or eliminated as management responds to consumer and regulatory developments.





Competition


There are many developers of hemp-based consumer products, many of which are under-capitalized which we consider to be viable acquisition targets. There are also large, well-funded companies that currently do not offer hemp-based products but may do so in the future.

Source and Availability of Raw Materials

The Company currently has arrangements with multiple reputable suppliers which are expected to meet the projected needs for materials for the upcoming year. These suppliers are based in The Netherlands. In addition, the Company entered into Joint Venture contract to own industrial hemp production of the harvest yield in Wayne County, North Carolina through KAM Industries, LLC.





Government Regulation


On December 20, 2018, the 2018 Farm Bill was signed into law. The law went into effect on January 1st, 2019.

As a consequence of the 2018 Farm Bill, hemp has now been permanently removed from the Controlled Substances Act (CSA). It is now deemed an agricultural commodity, no longer able to be classified as a controlled substance, like marijuana. Furthermore, by redefining hemp to include its "extracts, cannabinoids and derivatives," Congress explicitly removed popular hemp products - such as hemp-derived CBD - from the purview of the CSA.

Accordingly, the Drug Enforcement Administration (DEA) no longer has any claim to interfere with the interstate commerce of hemp products, so as long as the THC level is at or below 0.3%. State and Tribal governments may impose separate restrictions or requirements on hemp growth and the sale of hemp products. However, they cannot interfere with the interstate transport of hemp or hemp products.

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We believe that the 2018 Farm Bill should give comfort to federally regulated institutions, pharmacies, banks, merchant services, credit card companies, e-commerce sites and advertising platforms, to conduct commerce with the hemp and hemp CBD industry.

On September 27, 2018, the Department of Justice and Drug Enforcement Administration announced that Epidiolex, the newly approved medication by the Food & Drug Administration, is being placed in Schedule V of the Controlled Substances Act, the least restrictive schedule of the federal Controlled Substances Act of 1970 (the "CSA"). On June 26 2018, the FDA announced it approved Epidiolex for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome, in patients two years of age and older. Epidiolex contains cannabidiol (CBD), a chemical constituent of the cannabis plant (commonly referred to as marijuana). The CBD in Epidiolex is extracted from the cannabis plant and is the first FDA-approved drug to contain a purified extract from the plant. Schedule V drugs represents the least potential for abuse. Schedule V drugs, substances, or chemicals are defined as drugs with lower potential for abuse than Schedule IV and consist of preparations containing limited quantities of certain narcotics. Schedule V drugs are generally used for antidiarrheal, antitussive, and analgesic purposes. Some examples of Schedule V drugs are: cough preparations with less than 200 milligrams of codeine or per 100 milliliters (Robitussin AC), Lomotil, Motofen, Lyrica, and Parepectolin.

Despite the approvals by the FDA and DEA for Epidiolex, any of these foregoing factors, many of which are beyond our control, could jeopardize our ability to obtain regulatory approval for and successfully market our planned products. Moreover, because our business is almost entirely dependent upon these product candidates, any such setback in our pursuit of regulatory approval would have a material adverse effect on our business and prospects.





Employees


As of August 14, 2020, we have 3 full-time employees and 1 part-time employee. We allow and utilize the services of independent contractors. We will be considering the conversion of some of our part-time employees to full-time positions. We are currently in discussions with qualified individuals to engage them for positions in sales and marketing, research and development, and operations. Management believes the Company has good relationships with its employees.

Costs and effects of compliance with environmental laws

The expense of complying with environmental regulations is of minimal consequence.





Results of Operations



The following discussion of our financial condition and results of operations for the period ended June 30, 2020 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as "anticipate", "estimate", "plan", "project", "continuing", "ongoing", "expect", "believe", "intend", "may", "will", "should", "could", and similar expressions to identify forward-looking statements.

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Comparison of the six months and three months ended June 30, 2020 to June 30, 2019.

For the six months periods ended June 30, 2020 and 2019, our revenues from continuing operations totaled $-0- and $-0-, respectively, our revenues from discontinued operations totaled $7,990 and $110,149, respectively.





                                   Six months     Six months
                                  Period Ended   Period Ended
                                   30-June-20     30-June-19     $ Change     % Change

Research and development        $      126,292 $            - $     126,292     100.00%
Depreciation                             5,124          1,678         3,446     205.36%
Advertising and promotions             362,487         86,683       275,804     318.18%
Travel and entertainment
expenses                                14,349         46,463      (32,114)    (69.12%)
Office/Other expenses                   73,698         72,181         1,517       2.10%
Impairment and amortization              6,763          3,158         3,605     114.15%
Licenses and permits                    54,271          3,340        50,931   1,524.88%
Legal and other fees                   221,882        109,470       112,412     102.69%
Offices salary and wages               294,399         85,500       208,899     244.33%
Consulting fees                         33,000         47,500      (14,500)    (30.53%)
Compensation costs                       8,200      1,365,000   (1,356,800)    (99.40%)
Audit fees                              81,703         74,000         7,703      10.41%
Filing fees                              4,898          6,558       (1,660)    (25.31%)
Insurance expense                       62,166         50,843        11,323      22.27%
Directors fees                          40,000        105,000      (65,000)    (61.90%)
Total Operating expenses from
continuing operations           $    1,389,232 $    2,057,374 $   (668,142)    (32.48%)



Our operating expenses from continuing operations for the six months periods ended June 30, 2020 and 2019, were $1,389,232 and $2,057,374, respectively. Our operating expenses from discontinued operations for the six months periods ended June 30, 2020 and 2019, were $2,321,776 and $2,098,339, respectively. The changes for the six months period ended June 30, 2020, were primarily due to the separation (note 17) and no compensation costs recorded for the six months period ended June 30, 2020. The Company spend more of money on advertising and promotions. The Company incurred $6,763 and $3,158 of amortization and impairment expense on intangible assets during the six months ended June 30, 2020 and 2019, respectively.

For the three months periods ended June 30, 2020 and 2019, our revenues from continuing operations totaled $-0- and $-0-, respectively, our revenues from discontinued operations totaled $849 and $93,088, respectively.





                                    Three months   Three months
                                    Period Ended   Period Ended
                                     30-June-20     30-June-19    $ Change    % Change

Research and development          $      121,437 $            - $   121,437     100.00%
Depreciation                               4,285            839       3,446     410.73%
Advertising and promotions                42,476         37,943       4,533      11.95%
Travel and entertainment expenses          1,303         31,074    (29,771)    (95.81%)
Office/Other expenses                     30,348         46,119    (15,771)    (34.20%)
Impairment and amortization                3,125              -       3,125     100.00%
Licenses and permits                       1,270            940         330      35.11%
Legal and other fees                     134,014         53,288      80,726     151.49%
Offices salary and wages                 189,399         30,000     159,399     531.33%
Consulting fees                           24,000         23,500         500       2.13%
Compensation costs                             -        227,500   (227,500)   (100.00%)
Audit fees                                61,703         16,500      45,203     273.96%
Filing fees                                3,508          5,236     (1,728)    (33.00%)
Insurance expense                         30,994         25,504       5,490      21.53%
Directors fees                            15,000         85,000    (70,000)    (82.35%)
Operating expenses from
continuing operations             $      662,862 $      583,443 $    79,419      13.61%

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Our operating expenses from continuing operations for the three months periods ended June 30, 2020 and 2019, were $662,894 and $583,443, respectively. Our operating expenses (income) from discontinued operations for the three months periods ended June 30, 2020 and 2019, were $1,186,750 and $1,265,920, respectively. The changes for the three months period ended June 30, 2020, were primarily due to the separation (note 17) and no compensation costs recorded for the three months period ended June 30, 2020. The Company incurred $3,125 and $-0- of amortization and impairment expense on intangible assets during the three months ended June 30, 2020 and 2019, respectively.





Other (Income) expenses:


During the three months ended June 30, 2020 and 2019, the Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $-0-, $(109,040), $113,400 and $-0-, respectively. During the six months ended June 30, 2020 and 2019, the Company recorded a change in FMV of trading securities as unrealized gain (loss) and realized gain (loss) of $(104,705), $(109,040), $138,400 and $-0-, respectively.

Our interest expense of continuing operations for the three and six months ended June 30, 2020 and 2019, was $55,957, $49,388, $106,075 and $98,225; respectively. Our interest expense of discontinued operations for the three and six months ended June 30, 2020 and 2019, was $2,567, $6,582, $9,076 and $13,092; respectively.

The Company incurred $22,071, $18,662, $41,432 and $37,325 amortization expense on debt discount during the three and six months ended June 30, 2020 and 2019, respectively.





Going concern



The Company's unaudited condensed consolidated financial statements have been presented assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has negative working capital of $1,821,609 and has an accumulated deficit of $37,547,798, has cash used in continuing operating activities of $976,745 and presently does not have the resources to accomplish its objectives during the next twelve months. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Liquidity and Capital Resources

Six months ended June 30, 2020 and 2019

Net Cash Provided by/Used in Operating Activities

Net cash used in continuing operating activities and discontinued operating activities was $976,745 and $797,939 respectively for the six months ended June 30, 2020, as compared to net cash used of $605,319 and $1,273,168 for the six months ended June 30, 2019. The cash used in operating activities is primarily attributable to our net loss from operations of $2,107,756 and offset by net changes in the balances of operating assets and liabilities and non-cash expenses. For the six months ended June 30, 2020 stock-based compensation was $287,500 and amortization of debt discount was $41,432. For the six months ended June 30, 2019 these non-cash expenses were stock-based compensation of $1,380,000 and amortization of $37,325. For the six months ended June 30, 2020 and 2019 the Company recorded increase to accounts payable and accrued expenses $209,784 and $284,460 of continuing operating activities.

Net Cash Provided by Investing Activities

Net cash provided by investing activities during the period ended June 30, 2020 was $8,986 comparted to $-0- for the same period in 2019 due to $79,814 cash acquired in Sapphire acquisition offset by cash used in equipment purchase for $70,828.

Net Cash Provided by Financing Activities

Net cash provided by financing activities during the six months period ended June 30, 2020, was $2,145,500 including $65,000 used in discontinued financing activities compared to $2,281,313 for the same period in 2019. The Company has successfully raised significant capital in exchange for its common stock for the six months ended June 30, 2020.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Contractual Obligations


As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.





Critical accounting policies


The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 3 to our unaudited condensed consolidated financial statements.

Recently issued accounting standards

In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which provides clarification on implementation issues associated with adopting ASU 2016-02. The implementation issues noted in ASU 2019-01 include determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales-type and direct financing leases, and transition disclosures related to Topic 250, Accounting Changes and Error Corrections. We will apply the guidance, if applicable, as of January 1, 2019, the date we adopted ASU 2016-02. Refer to the discussion of ASU 2016-02 below for the impact on our financial position, results of operations, cash flows, or presentation thereof.

The Company has a long-term operating lease, and the long-term operating lease only took effect in April 2020. Thus, the adoption of ASC 842 had no impact on the condensed consolidated financial statements.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 818): Clarifying the Interaction Between Topic 808 and Topic 606, which clarifies when transactions between participants in a collaborative arrangement are within the scope of the FASB's revenue standard, Topic 606. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. We do not expect the adoption of this ASU to have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof.

In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities, that changes the guidance for determining whether a decision-making fee paid to a decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. The adoption of this ASU to have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We adopted this standard on its effective date of January 1, 2020. We determined that it had no material impact of this ASU on our financial position, results of operations, cash flows, or presentation thereof.

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement." This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.

Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

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Foreign Currency Transactions


Our Foreign currency gain (loss) were $26 and $624 for the three and six months ended June 30, 2020, and ($368) and $(750) for the same period in 2019.

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