Bionoid Pharma : Disclosure Statement for Period Ending Sept. 30 - 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Bionoid Pharma, Inc.

5480 Glen Erin Drive

Unit 105

Mississauga, Ontario

L5M 5R3 CANADA

_______________________________

[phone]

www.bionoidpharma.com

[e-mail]

SIC Code: 5099

	Quarterly Report
For the Period Ending: September 30, 2021
.	(the "Reporting Period")

As of September 30, 2021, the number of shares outstanding of our Common Stock was: 52,994,610

As of June 30, 2021, the number of shares outstanding of our Common Stock was: 52,994,610

As of December 31, 2020, the number of shares outstanding of our Common Stock was: 38,358

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:

Yes: ☐

No: ☒

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

1 "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.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 1 of 9

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Impact Medical Solutions, Inc. June 27, 2006 - May 22, 2009 iTech Medical, Inc. May 22, 2009 - January 8, 2020 Kavtek Software, Corp. January 8, 2020 - July 22, 2020 Bionoid Pharma, Inc. July 22, 2020 - present

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):

Delaware

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

None

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

None

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

5480 Glen Erin Drive

Unit 105

Mississauga, Ontario

L5M 5R3 CANADA

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: ☐

5970 SW 32nd Terrace

Ft. Lauderdale, Florida 33312

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

Yes: ☐

No: ☒

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

None

2)	Security Information
Trading symbol:	BINP
Exact title and class of securities outstanding:	Class A Common Shares
CUSIP:		09076D101
Par or stated value:	0.0001

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 2 of 9

Total shares authorized:	260,000,000as of date: September 30, 2021
Total shares outstanding:	52,994,610	as of date: September 30, 2021
Number of shares in the Public Float2:	5,600as of date: September 30, 2021
Total number of shareholders of record:	118	as of date: September 30, 2021

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

Trading symbol:
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:	Securities Transfer Corp.
Phone:	469-633-0101, ext. 106
Email:	[e-mail]
Address:	2591 Dallas Parkway, Suite 102, Frisco, Texas	75034
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒		No: ☐

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 Dec. 31, 2019	Common: 95,568,365
		Preferred: 0
Date of		Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction		type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
		issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
		cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
		shares				to market	have individual	-OR-

1. "Public Float" shall 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.
2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 3 of 9

	returned to			share) at	price at	with voting /	Nature of
	treasury)			Issuance	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
Jan. 8, 2020	Consolidatio	nil	Common	n/a	n/a	n/a	n/a	n/a	n/a
	n (see Note
	1 below)
Feb. 4, 2021	New	10,000,000	Preferred	$0.001	No	Wayne	Services	Restricted	Insider
	Issuance					Cockburn	provided (CEO)
Feb. 10, 2021	New	1,970,206	Common	$0.0046	No	Wayne	Services	Restricted	Insider
	Issuance					Cockburn	provided (CEO)
Feb. 10, 2021	New	250,000	Common	$0.0046	No	Dennis Reich	Services	Restricted	Insider
	Issuance						provided (CMO)
Mar. 2, 2021	New	1,970,206	Common	$0.0046	No	Wayne	Services	Restricted	Insider
	Issuance					Cockburn	provided (CEO)
Mar. 4, 2021	New	37,544,273	Common	$0.0046	No	Flora C LLC 1	Distribution	Restricted	Control
	Issuance						Agreement
Mar. 4, 2021	New	1,321,679	Common	$0.0046	No	Paul Vassilakos	Distribution	Restricted	Rule 144
	Issuance						Agreement
Mar. 4, 2021	New	500,000	Common	$0.0046	No	Fresh Factory	Distribution	Restricted	Rule 144
	Issuance					Services 2	Agreement
Mar. 4, 2021	New	700,000	Common	$0.0046	No	Ooiment	Distribution	Restricted	Rule 144
	Issuance					Consulting 3	Agreement
Mar. 4, 2021	New	620,000	Common	$0.0046	No	Kelly Morel	Distribution	Restricted	Rule 144
	Issuance						Agreement
Mar. 4, 2021	New	1,117,174	Common	$0.0046	No	Michael Baron	Distribution	Restricted	Rule 144
	Issuance						Agreement
Apr. 21, 2021	New	302,370	Common	$0.0046	No	Ian Nuttall	Debt	Restricted	Control
	Issuance						Conversion
May 11, 2021	New	1,100,000	Common	$0.0046	No	SBC	Debt	Restricted	Rule 144
	Issuance					Investments 4	Conversion
May 14, 2021	New	1,000,000	Common	$0.0046	No	Walter Reich	Services	Restricted	Rule 144
	Issuance						provided
May 14, 2021	New	250,000	Common	$0.0046	No	Dennis Reich	Services	Restricted	Rule 144
	Issuance						provided (CMO)
June 2, 2021	New	2,155,172	Common	$0.0046	No	SBC	Debt	Restricted	Rule 144
	Issuance					Investments 4	Conversion
June 16, 2021	New	2,155,172	Common	$0.0046	No	Gora Consulting	Debt	Restricted	Rule 144
	Issuance					5	Conversion

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 4 of 9

Shares Outstanding on Date of This

Report:

Ending Balance

Ending Balance:

Date Sept 30, 2021Common: 52,994,610

Preferred: 10,000,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through September 30, 2021 pursuant to the tabular format above.

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

1. 1. The controlling shareholder is Ariel Maman
   2. The controlling shareholder is Christopher Lindmeier
   3. The controlling shareholder is Justin Ouimet
   4. The controlling shareholder is Kathryn Fell
   5. The controlling shareholder is Peter Strang
2. 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	Outstanding	Principal	Interest	Maturity	Conversion Terms (e.g.	Name of Noteholder	Reason for
Note	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).
02/13/13	42,500	45,000	0	08/3/14	none	David Muehsam	Payment for
							patent
10/31/15	35,000	50,000	0	10/31/16	none	Willy Moses	loan
10/31/16	10,630	18,000	0	10/31/17	none	Wayne Cockburn	loan
08/5/20	50,000	50,000	0	08/05/21	none	Harvest Farm Group	loan
						1

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

1 The controlling person is Mark Anderson

1. Financial Statements

A. The following financial statements were prepared in accordance with:

• U.S. GAAP ☒ IFRS

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 5 of 9