UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q/A

(Amendment
No. 1)

____________________________________________________



x       QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019



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: 333-127953

NUNZIA
PHARMACEUTICAL COMPANY

(Exact name
of registrant as specified in its charter)





|Utah
        (State
        or other jurisdiction of incorporation or organization) | 87-0442090
        (I.R.S.
        Employer Identification No.)
|----------------------------------------------------------------------------------- | ---------------------------------------------------------------
|1627
        West 14thStreet, Long Beach, California                                | 90813                                                          
|(Address
    of principal executive offices)                                        | (Zip
    Code)                                                 



(714)
609 9117

(Registrant’s
telephone number, including area code)



Arizona
Gold and Onyx Mining Company, 1627 West 14th Street, Long Beach, CA 90813; 2018

|(Former
    name, former address and former fiscal year)
|--------------------------------------------------------



With
Copies to:



MICHAEL
MITSUNAGA

1624
WEST 14TH STREET, LONG BEACH, CA 90813



Securities
to be registered pursuant to Section 12(b) of the Act: None.



Securities
to be registered pursuant to Section 12(g) of the Act:



COMMON
STOCK, $0.001 par value per share

(Title
of class)



| |  | 
| |  | 

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









|Large
    Accelerated Filer | [  ] | Accelerated
    Filer         | [  ]
|--------------------------- | ---- | ----------------------------- | ----
|Non-Accelerated
    Filer   | [X]  | Smaller
    reporting company | [X] 
|                            |      | Emerging growth
    company   | [  ]



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



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
[]   NO    [X]

The
number of shares outstanding of the registrant’s common stock was 234,769,321, as of January 23, 2020.






EXPLANATORY
NOTE

Nunzia
Pharmaceutical Company (the “Company”) is filing this Quarterly Report on Form 10-Q/A, Amendment No. 1 (the “Quarterly
Report on Form 10-Q/A”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019. It must
be noted that this report covered the fiscal years 2010 through March 31, 2019. The Report was filed with the Securities and Exchange
Commission on or about May 31, 2019 (the “Original Report”). The purpose of this Quarterly Report on Form 10-Q/A is
to amend our classification in the cover page of the Original Report wherein the Company was erroneously reported as a “shell
company.” The Company has never been and was not at the time a shell company within the definition of Rule 144. The classification
of The Company as a shell company on the Original Report was an error. The remainder of the Original Report, including the financial
statements and supplementary data, remains unchanged except for the inclusion of new certifications required by Rule 13a-14 under
the Securities Exchange Act of 1934, as amended, as required in connection with the filing of this Quarterly Report on Form 10-Q/A.
Notwithstanding the existence of this material weakness, management has concluded that the Company’s consolidated financial
statements included in its Annual Report on Form 10-K for the year ended March 31, 2019, as initially filed on or about May 31,
2019, or in its subsequently filed Quarterly Reports on Form 10-Q for the quarters ended June 30, 2019, and September 30, 2019,
as well as the Annual Report Form 10 filed at year end for 2019, respectively are fairly stated in all material respects in accordance
with generally accepted accounting principles in the United States of America.

We
have made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presented in the Original Report
other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events
occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction
with the Original Report, and the Company’s other filings with the Securities and Exchange Commission (“SEC”)
subsequent to the filing of the Original Report, including any amendments thereto.

SPECIAL
NOTE ABOUT FORWARD LOOKING STATEMENTS

This
Quarterly Report on Form 10-Q/A contains statements that are, or may be considered to be, forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that are not historical facts,
including statements about our beliefs or expectations, are forward-looking statements. These statements may be identified by
such forward-looking terminology as “expect,” “estimate,” “intend,” “believe,”
“anticipate,” “may,” “will,” “should,” “could,” “continue,”
“project,” “opportunity,” “predict,” “would,” “potential,” “future,”
“forecast,” “guarantee,” “assume,” “likely,” “target” or similar statements
or variations of such terms.







Our
forward-looking statements are based on a series of expectations, assumptions and projections about our Company and the markets
in which we operate, and are not guarantees of future results or performance, and involve substantial risks and uncertainty, including
assumptions and projections concerning our assets under management, net cash inflows and outflows, operating cash flows and future
credit facilities, for all future periods. All of our forward-looking statements contained in this Quarterly Report on Form 10-Q/A,
are as of the date of this Quarterly Report on Form 10-Q/A only.



We can
give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially.
We do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans,
assumptions, estimates or projections, or other circumstances occurring after the date of this Quarterly Report on Form 10-Q/A,
even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If there
are any future public statements or disclosures by us which modify or impact any of the forward-looking statements contained in
or accompanying this Quarterly Report on Form 10-Q/A, such statements or disclosures will be deemed to modify or supersede such
statements in this Quarterly Report on Form 10-Q/A.

Our
business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed
under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 24,
2014 (the “Form 10-K”), and in our subsequent Quarterly Reports on Form 10-Q, as well as the following risks and uncertainties:
(a) any reduction in our assets under management; (b) damage to our reputation; (c) our inability to attract and
retain key personnel; (d) the competition we face in our business; (e) adverse regulatory and legal developments; (f) limitations
on our deferred tax assets; (g) changes in key distribution or unaffiliated sub-advisory relationships; (h) interruptions
in service or failure to provide service by third-party service providers; (i) impairment of our goodwill or intangible assets;
(j) lack of availability of required and necessary capital on satisfactory terms; (k) liabilities and losses not covered
by our insurance policies; and (l) certain other risks and uncertainties described in our Form 10-K, as amended, or in any
of our filings with the SEC. Any occurrence of, or any material adverse change in, one or more risk factors or any risks and uncertainties
referred to in this Quarterly Report on Form 10-Q/A or included in our Form 10-K or our other periodic reports filed with the
SEC, including any amendments thereto, could materially and adversely affect our operations, financial results, cash flows, prospects
and liquidity.

Certain
other factors which may impact our continuing operations, prospects, financial results and liquidity or which may cause actual
results to differ from such forward-looking statements are discussed or included in the Company’s periodic reports filed
with the SEC and are available on our website at www.virtus.com under “Investor Relations.” You are urged to carefully
consider all such factors.

Item
1. Cover Page. The Company Was Originally Erroneously Classified As A Shell Company.

It
must first be noted that the Company has undergone a name change. The Original Report was filed under the name, Arizona Gold and
Onyx Mining Company. On or about December 3, 2019, the Securities Exchange Commission approved the name change to Nunzia Pharmaceutical
Company. The Nunzia is standing in the place of Arizona Gold and Onyx Mining Company and amending the Original Report under that
name.

In
the Introductory Disclosures / Title Page of the Original Report, the box that asked if the Company was a shell company was erroneously
checked. The Company was not, and never has been a shell company under the definition of Rule 144. Specifically, Rule 144(i)(1)
defines a shell company as a company that has:

(A)
No or nominal operations; and

(B)
Either:

1. No or nominal assets;
2. Assets consisting solely of cash and cash equivalents; or
3. Assets consisting of any amount of cash and cash equivalents and nominal other assets.







Shell
companies do not include development stage companies pursuing an identified actual business plan (not including acquisitions of
other, unidentified businesses), a business combination related shell company, as defined in Rule 405, or an asset-backed issuer,
as defined in Item 1101(b) of Regulation AB.

Nunzia
(Arizona Gold and Onyx Mining Company) was not a shell company and never has been a shell company:

1.
Beyond the fact that the Company had cash assets, at the time of the Original Report, The Company owned several mining leases,
estimated to be worth hundreds of millions of dollars; and

2.
The Company was a development Company pursuing an identified actual business plan of acquiring the equipment to mine the mining
leases.

3.
The Company had entered into an agreement to merge with Cal Biotech. As part of the Agreement, Nunzia received the intellectual
property rights for the drug, Nunzia, and its family of products. The patent for that drug has been evaluated by third parties,
and said to be worth more than a billion dollars.

Clearly,
therefore, the Company was not and could not be considered in anyway a shell company, and it was definitely an error that the
box was checked in the introductory section of the Original Report.

Item
2. No Material Weakness in the Financial Reporting

Subsequent
to the evaluation made in connection with the filing of the Form 10-Q for the quarter ending March 31, 2019, and filed on May
31, 2019, management reassessed the validity of the Company’s financial reporting. Based on this evaluation, the Company’s
management identified no material error or misrepresentation related in the Company’s financial reporting. A material weakness
is a deficiency, or a combination of deficiencies in the financial reporting, such that there is a reasonable possibility that
a material misstatement of the Company’s annual or interim financial statements could not be relied on. Based on this assessment
and the finding that there was no material weakness, management concluded that the Company’s financial reporting was effective
as of March 31, 2019.

Item
3. Remediation Measures

To
address the error made, the Company has fired the person who prepared the Original Report; the Company has designed and implemented
new and enhanced controls to ensure that all reporting is correct and that the appropriate level of precision of the accounting
personnel have the training to ensure they have the relevant expertise related to reporting with the SEC.

We
believe the actions described above will be sufficient to remediate the error that was made and strengthen our internal control
over financial reporting.

Item 4.
Exhibits

The
following exhibits are filed herewith.



|                                                   |  |                                                                                                                                
|-------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit
                                    Number |  | Description                                                                                                                    
|                                                   | 
|1                                                  |  | Agreement between
    Nunzia and Cal Biotech to merge and to pass the intellectual property for the Nunzia drug to the Company.
|                                                   | 
|2                                                  |  | Mining Lease.                                                                                                                  
|                                                   | 
|                                                   |  |                                                                                                                                



---

















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:
January 23, 2020



|                              |  |                          
|----------------------------- |  | -------------------------
|NUNZIA PHARMACEUTICAL COMPANY
|(Registrant)                 
|                              | 
|By:                           |  | /S/ Michael
    Mitsunaga
|                              |  | Michael Mitsunaga        
|                              |  | President