Canopus BioPharma Incorporated : 5/31/22 CBIA Quarterly Report

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

CANOPUS BIOPHARMA, INC.

26 S Rio Grande St #2072

Salt Lake City, Utah, UT 84101

[phone]

[e-mail]

No website

SIC Code 6770

QuarterlyReport

For the Period Ending: May 31, 2022

(the "Reporting Period")

Note, the number of shares for all common stock take into account a two-for-one (2:1) stock split declared by the Board of Directors, reversing the prior one-for-two reverse split declared by the Board of Directors.

As of May 31, 2022, the number of shares outstanding of our Common Stock was: 122,097,572

As of February 28, 2022, the number of shares outstanding of our Common Stock was: 112,097,572.

As of August 31, 2021, the number of shares outstanding of our Common Stock was: 100,447,572.

As of August 31, 2021, we had 1,000,000 outstanding shares of our Series A Convertible Preferred Stock, each share of which is convertible into 10,000 shares of Common Stock but with ten times that voting rights.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☒

No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1

Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

Canopus Biopharma, Inc., a Nevada corporation (the "Company"), was formed on April 8, 1986 as Travel Entertainment, a privately held Nevada corporation. Then on January 29, 1987 the Company changed its name to Landmere Inc., and later on September 9, 2005 the Company changed its name to Drake Holding Corp. and on June 14, 2007 the Company changed its name to Canopus Biopharma, Inc. The name of the Company was changed to CBIA, Inc. on August 2, 2021 in connection with a holding company reorganization, and then to Capstone Biotech, Inc. in connection with a redomicile to the state of Nevada.

On July 30, 2021, G. Reed Petersen was appointed as Custodian of Canopus Biopharma, Inc. in case number A-21-832802-P by the Nevada District Court, in Clark County, Nevada. Canopus Biopharma, Inc. issued 101,757,428 shares of common stock to Mr. Petersen with the contract right to receive, when available, a new series of preferred stock denominated Series A Convertible Preferred Stock consisting of 2,000,000,000 shares, each convertible share of which shall be convertible into ten shares of Common Stock and bear 100 voting rights, or in other words equivalent to 20,000,000,000 shares of Common Stock, with 200,000,000,000 voting rights in the aggregate. Canopus Biopharma, Inc. then reincorporated in Oklahoma, and carried out a holding company reorganization in Oklahoma in which the resulting entity was CBIA, Inc., an Oklahoma corporation. CBIA, Inc. then reincorporated in Nevada under the name Capstone Biotech, Inc. effecting a 1-for-2 reverse stock split in the process, effective upon FINRA clearance, and Mr. Petersen's 101,757,428 shares of Common Stock were converted into 1,000,000 shares of Capstone Biotech, Inc. Series A Convertible Preferred Stock, each share of which is convertible into 10,000 shares of Common Stock and has 100,000 votes per share.

In August 2021, Mr. Petersen transferred his Series A Convertible Preferred Stock to two persons, and on September 2, 2021, Mr. Petersen appointed McKenzie Long as the sole officer and director in his stead.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

The Issuer is a Nevada corporation and in good standing in such jurisdiction. The corporate history is provided in the previous section.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

Not aware of any trading suspension orders.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

As a result of the previous one-for-two (1:2) reverse stock split for common shares not obtaining the necessary FINRA clearances, the Board of Directors has effected a two-for-one (2:1) common stock split effectively reversing the one-for- two (1:2) stock split. Unless otherwise noted, all information in this Disclosure gives effect to the two-for-one (2:1) stock split.

On February 17, 2022, The Board appointed Benjamin Oates as Chairman, CEO, CFO and Secretary, and McKenzie Long resigned as Chairwoman, CEO, CFO and Secretary.

The address(es) of the issuer's principal executive office:

26 S Rio Grande St #2072, Salt Lake City, UT 84101

2

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐	No: x
	☐

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

The Issuer is the subject of a custodianship in the Nevada Eighth District Court, file number A-21-832160-P, effective June 20, 2021. G. Reed Petersen was appointed custodian. Mr. Petersen. He expects to report to the Court prior to December 31, 2021 and request that the custodianship be terminated due to the successful reinstatement of the company and the completion of the issuer's provision of current public information pursuant to this initial disclosure statement.

2)	Security Information
Trading symbol:	CBIA
Exact title and class of securities outstanding:	Common Stock
CUSIP:		628635 10 4
Par or stated value:	$.00001
Total shares authorized:	480,000,000 as of: May 31, 2022
Total shares outstanding:	122,097,572	as of: May 31, 2022
Number of shares in the Public Float2:	9,197,360	as of: May 31, 2022
Total number of shareholders of record:	151	as of: May 31, 2022

All additional class(es) of publicly traded securities (if any):

Trading symbol:	N/A
Exact title and class of securities outstanding:
CUSIP:
Par or stated value:
Total shares authorized:		as of date:
Total shares outstanding:		as of date:
Transfer Agent
Name:	Pacific Stock Transfer Co.
Phone:	[phone]
Fax:	[phone]
Email:	[e-mail]
Address:	6725 Via Austi Parkway, Suite 300, Las Vegas Nevada 89119
Is the Transfer Agent registered under the Exchange Act?3	Yes: ☒	No: ☐

• "OTC Markets Group, Inc. defines the term "Public Float" to mean the total number of unrestricted shares not held directly or indirectly by an officer,
  director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons. There are current 1,184 shares on deposit with Cede & Co., the nominee for the Depositary Trust Company, representing shares held in street name. There are an additional approximately 58,000 shares not held in street name but held by non-affiliates. The Issuer is unable at this time to verify whether those shares, or even shares held in street name, are eligible for sale under Rule 144 or another exemption from registration.

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

3

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent
Fiscal Year End:	Opening Balance		*Right-click the rows below and select "Insert" to add rows as needed.
Date 8/31/2020	Common: 98,242,572
		Preferred: 0
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	share	Unrestricted	or
	issuance,	Issued (or		issued	issued at a	issued to (entities	issuance (e.g.	as of this	Registration
	cancellation,	cancelled)		($/per	discount to	must have	for cash or	filing.	Type.
	shares returned			share) at	market price	individual with	debt
	to treasury)			Issuance	at the time	voting / investment	conversion)
						of	control disclosed).	-OR-
						issuance?		Nature of
						(Yes/No)		Services
								Provided
08/06/2021	New issuance	101,757,428	Common	$20,000	Yes	G. Reed Petersen	Payment for	Restricted	4(a)(2)
								expenses
								paid in
								reorganizing
								the Issuer
08/17/2021	Exchange	(101,757,42	Common	NA	NA	G. Reed Petersen	At such time	Restricted	3(a)(9)
			8)					as the
			exchanged					Preferred
			for					would
			1,000,000					become
			shares of					authorized
			preferred,
8/24/2021	New Issuance	735,000	Common	$.00041	Yes	G. Reed	Cash	Restricted	4(a)(2)
							Petersen, Trustee
							of the G. Reed
							Petersen
							Revocable Trust
							UAD 04/02/2060
8/24/2021	New Issuance	735,000	Common	$.00041	Yes	Elkhorn	Cash	Restricted	4(a)(2)
							Commercial, LLC-
							Jirwan Chanrit
8/24/2021	New Issuance	245,000	Common	$.00061	Yes	Calvin Jones	Cash	Restricted	4(a)(2)

4

8/24/2021	New Issuance	490,000	Common	$.00031	Yes	Kelly Trimble	Cash	Restricted	4(a)(2)
12/19/2021	New Issuance	2,000,000	Common	$.00001	Yes	Synnestvedt, LLC	Cash	Restricted	4(a)(2)
						- Ben Oates
12/19/2021	New Issuance	2,000,000	Common	$.00001	Yes	Battlecreek	Cash	Restricted	4(a)(2)
						Ventures, LLC -
						Ben Oates
01/01/22	New Issuance	2,550,000	Common	$.00001	Yes	Altus Advisors,	Services	Restricted	4(a)(2)
						LLC - Bryan
						Kessinger
01/01/22	New Issuance	1,275,000	Common	$.00001	Yes	Synnestvedt, LLC	Services	Restricted	4(a)(2)
						- Ben Oates
02/02/22	New Issuance	2,550,000	Common	$.00001	Yes	Altus Advisors,	Services	Restricted	4(a)(2)
						LLC - Bryan
						Kessinger
02/02/22	New Issuance	1,275,000	Common	$.00001	Yes	Synnestvedt, LLC	Services	Restricted	4(a)(2)
						- Ben Oates
02/02/22	New Issuance	10,000,000	Common	$.00001	Yes	Ben Oates	Services	Restricted	4(a)(2)
Shares Outstanding on Date of This Report:
Ending Balance:
Date 5/31/22	Common: 122,097,572
	Preferred: 1,000,000

Use the space below to provide any additional details, including footnotes to the table above:

Mr. Petersen's Series A Convertible Preferred Stock was transferred on August 16, 2021 to PIPE QOF, Inc. a corporation controlled by Andrew Van Noy as to 500,000 shares, and ML Squared, LLC, a limited liability company controlled by Matthew Long, as to 500,000 shares. Mr. Long is the spouse of the Issuer's sole officer and director McKenzie Long.

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of	Outstandin	Principal	Interest	Maturity	Conversion Terms (e.g.	Name of Noteholder	Reason for
Note	g Balance	Amount	Accrued	Date	pricing mechanism for	(entities must have	Issuance (e.g.
Issuance	($)	at	($)		determining conversion of	individual with voting	Loan, Services,
		Issuance			instrument to shares)	/ investment control	etc.)
		($)				disclosed).

5