SecProbe.io

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 August 11, 2025

Dr. Steve N. Slilaty
Chief Executive Officer and Director
Sunshine Biopharma Inc.
333 Las Olas Way, CU4 Suite 433
Fort Lauderdale, FL 33301

 Re: Sunshine Biopharma Inc.
 Registration Statement on Form S-1
 Filed August 5, 2025
 File No. 333-289230
Dear Dr. Steve N. Slilaty:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeff Cahlon, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Sunshine Biopharma Inc.

 333 Las Olas Way

 CU4 Suite 433

 Fort Lauderdale, FL 33301

 August 11, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Sunshine Biopharma
 Inc.

 Registration Statement on Form S-1

 Filed August 5, 2025

 File No. 333-289230

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Sunshine Biopharma Inc. hereby respectfully requests acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. Eastern Time, August
12, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Sunshine Biopharma Inc.

 By: /s/ Dr. Steve N. Slilaty

 Dr. Steve N. Slilaty

 Chief Executive Officer

CORRESP
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Sunshine Biopharma Inc.

333 Las Olas Way

CU4 Suite 433

Fort Lauderdale, FL 33301

January 13, 2025

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re: Sunshine Biopharma Inc.

    Registration Statement on Form S-3

   Filed January 6, 2025

   File No. 333-284142

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Sunshine Biopharma Inc. hereby respectfully requests acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. Eastern Time, January
15, 2025, or as soon as practicable thereafter.

Very truly yours,

Sunshine Biopharma Inc.

By: /s/ Dr. Steve N. Slilaty

Dr. Steve N. Slilaty

Chief Executive Officer

January 13, 2025
Dr. Steve N. Slilaty
Chief Executive Officer and Director
Sunshine Biopharma Inc.
333 Las Olas Way
CU4 Suite 433
Fort Lauderdale, FL 33301
Re:Sunshine Biopharma Inc.
Registration Statement on Form S-3
Filed January 6, 2025
File No. 333-284142
Dear Dr. Steve N. Slilaty:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jeff Cahlon, Esq.

CORRESP
1
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February 9, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Sunshine Biopharma, Inc  (CIK: 0001402328)

    Registration Statement No. 333-276817 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:30 p.m. Eastern Time, on February 12, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

     By:
    /s/ Robert Eide

    Name:  Robert Eide

    Title:   Chief Executive Officer

CORRESP
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Sunshine Biopharma, Inc.

1177 Avenue of the Americas,
5th Floor

New York , NY 10036

February 9, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re: Sunshine Biopharma, Inc.

    Registration Statement on Form S-1

    File No. 333-276817

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Sunshine Biopharma, Inc. hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. Eastern Time,
February 12, 2024, or as soon as practicable thereafter.

    Very truly yours,

    Sunshine Biopharma, Inc.

    By:
    /s/ Dr. Steve N. Slilaty

    Dr. Steve N. Slilaty

                                                                   Chief Executive Officer

United States securities and exchange commission logo
February 6, 2024
Steve Slilaty, Ph.D.
Chief Executive Officer
Sunshine Biopharma, Inc.
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Re:Sunshine Biopharma, Inc.
Registration Statement on Form S-1
Filed February 1, 2024
File No. 333-276817
Dear Steve Slilaty:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeff Cahlon, Esq.

United States securities and exchange commission logo
August 29, 2023
Camile Sebaaly
Chief Financial Officer
Sunshine Biopharma, Inc.
6500 Trans-Canada Highway
Pointe-Claire, Quebec
Canada H9R-0A5
Re:Sunshine Biopharma, Inc
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 4, 2023
File No. 001-41282
Dear Camile Sebaaly:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Sunshine Biopharma, Inc.

6500 Trans-Canada Highway, 4th Floor

Pointe-Claire, Quebec, Canada H9R 0A5

August 8, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Gary Newberry and Kevin Kuhar

  Re:
  Sunshine Biopharma, Inc.

  Form 10-K for
the Fiscal Year Ended December 31, 2022

  Filed April
4, 2023

  File No. 001-41282

Dear Mr. Newberry and Mr. Kuhar:

Please find below the response of Sunshine Biopharma,
Inc. (the “Company”, “we,” “us, or “our”), to the comments raised by the staff of the Securities
and Exchange Commission in its letter dated July 25, 2023 relating to the Company’s Form 10-K for the Fiscal Year Ended December
31, 2022 filed April 4, 2023.

For your convenience, the staff’s comment
has been restated and is followed by the Company’s response.

 1. Please revise future filings to include your accounting policy for the identification of operating
and reportable segments. To the extent that you have more than one reportable segment, provide the disclosures required by ASC 280-10-50-21
through 50-31. Further, provide the entity-wide disclosures required by ASC 280-10-50-38 through 50-41 and significant customers under
ASC 280-10-50-42 regardless of the number of reportable segments identified. If you determined you have more than one reportable segment,
provide the interim period information required by ASC 280-10-50-32 and 50-33 in your next Form 10-Q.

Response:

The Company will revise its future filings to
include its accounting policy for the identification of operating and reportable segments at the point in time when the Company has at
least two operating segments that are material in nature.

When the Company has more than one material reporting
segment, it will provide the disclosures required by ASC 280-10-50-21 through 50-31, ASC 280-10-50-38 through 50-41, significant customers
under ASC 280-10-50-42 as well as the interim period information required by ASC 280-10-50-32 and 50-33. See also response to Comment
3 below.

 2. Please revise future filings to provide a more fulsome discussion of your revenue recognition accounting
policy which addresses the five-step model of ASC 606. Expand your disclosure to fully address the requirements of ASC 606-10-50-1 through
50-3, 50-12 and 50-17 through 50-21.

Response:

The Company will revise its future filings to
provide a more fulsome discussion of its revenue recognition accounting policy which addresses the five-step model of ASC 606, and will
expand its disclosure to fully address the requirements of ASC 606-10-50-1 through 50-3, 50-12 and 50-17 through 50-21.

      1

 3. In this regard, please tell us why you have not provided disaggregated revenue
disclosure by nature of activity, region, product type or other relevant category under ASC 606-10- 50-5 and 55-89 through 55-91.

Response:

The Company has identified
two reportable segments:

 · Prescription Generic Pharmaceuticals (“Generic Pharmaceuticals”)

 · Nonprescription Over-The-Counter Products (“OTC Products)

During the period from
October 20, 2022 (date of acquisition of Nora Pharma Inc.) through December 31, 2022, 97.6% of the Company’s revenues were generated
from Generic Pharmaceuticals sales in Canada. Similarly, in Q1 and Q2 2023 Generic Pharmaceutical sales in Canada represented 97.0% and
97.3%, respectively (data shown below). Based on these results, management deemed OTC Products sales to be immaterial. Therefore, the
Company will not do segment reporting until the percentage of revenues generated by OTC Products is material to the Company.

    71 Days 2022
    Q1 2023
    Q2 2023

    Total Sales
    $ 4,345,603
    $ 4,894,053
    $ 5,560,865

    OTC Products sales
    $ 104,038
    $ 147,763
    $ 147,937

    OTC Products sales (%)
      2.4%
      3.0%
      2.7%

    Generic Pharmaceuticals sales in Canada (%)
      97.6%
      97.0%
      97.3%

The Q2 2023 numbers presented in the table
above are preliminary and will be in final form when the Company’s 10-Q for the period ended June 30, 2023 is filed.

 4. As a result of the acquisition of Nora Pharma Inc. we see that you recorded
goodwill of $18,326,719 and an intangible asset of $659,571. Please address the following:

 · Identify the intangible asset acquired and its amortization period.

 · Tell us why no other intangible assets were recognized in accordance with ASC 805- 20-25-10 and the
examples in ASC 805-20-55-11 through 55-45.

 · Describe to us the qualitative factors that make up the goodwill recognized, such as expected synergies
from the combined operations, intangibles asset that did not qualify for separate recognition or any other factors in consideration of
ASC 805-30-50-1a.

Response to First Bullet Point:

Intangible assets of $659,571
were per Nora Pharma’s audited financial statements as of June 30, 2022.

    Balance at December 31, 2021
    $ –

    Finite-lived assets (Licenses and Supply agreements)
      659,571

    Additional finite-lived assets (Licenses fees)
      168,438

    Balance at December 31, 2022
      828,009

    Less accumulated amortization
      (51,153 )

    Net finite-lived intangible assets at December 31, 2022
    $ 776,856

As of December 31,
2022, the amortization period of the Company’s intangible assets has been set at 5 years. As discussed elsewhere in our filings,
the Company’s intangible assets will be evaluated on an annual basis for possible impairment and adjustment to the amortization
period.

      2

As of December 31, 2022, estimated amortization expense of the
Company’s intangible assets for each of the next five years is as follows:

    2023
    $ 33,586

    2024
      45,761

    2025
      45,761

    2026
      44,585

    2027
      6,015

Response to Second Bullet Point:

No adjustment was made to Intangible Assets as
the entire amount of the Goodwill was impaired (please see response to Comment 5 below).

Response to Third Bullet Point:

The Company has been operating as a pharmaceutical
company focusing on oncology drug development since inception in 2009. Following its up-listing to Nasdaq together with three financing
events in 2022, the Company wished to become a more fully integrated pharmaceutical company by selling prescription drugs as part of its
operations. To that end, the Company identified a suitable candidate, Nora Pharma Inc. (“Nora Pharma”), a Canadian pharmaceutical
company with 50 generic prescription drugs on the market and approximately $10.7 million in sales as of June 30, 2022.

Following completion of a 2-year audit and extensive
due diligence of Nora Pharma, the Company determined that there were valuable synergies and complementarities in operations and goals
between the Company and Nora Pharma.

On October 20, 2022, the Company acquired all
of the issued and outstanding shares of Nora Pharma. The purchase price for the shares was $18,860,637 (USD) which was paid in cash ($14,346,637)
and by the issuance of 3,700,000 shares of the Company’s common stock valued at $4,514,000 or $1.22 per share. Nora Pharma is a
certified company offering generic pharmaceutical products in Canada. Nora Pharma’s operations are authorized by a Drug Establishment
License issued by Health Canada.

As part of the consideration paid for Nora Pharma,
the Company agreed to a $5,000,000 CAD ($3,632,000 USD) earn-out amount payable to Mr. Malek Chamoun, the seller of Nora Pharma. The earnout
is payable in the form of twenty (20) payments of $250,000 CAD for every $1,000,000 CAD increase in gross sales (as defined in the Purchase
Agreement) above Nora Pharma’s June 30, 2022 gross sales, provided that Mr. Chamoun’s employment with the Company is not terminated
pursuant to the Company’s Employment Agreement with him. The Company believes that Mr. Chamoun brings unique expertise in the area
of prescription pharmaceuticals sales, regulatory affairs, logistics, and other synergistic operations.

The acquired business contributed revenues of
approximately $4.2 million to the Company for the period from October 20, 2022 (acquisition date) to December 31, 2022. The following
unaudited summary presents consolidated results of operations of the Company and Nora Pharma for the years ended December 31, 2022 and
2021, on a pro forma basis, as though the companies had been combined as of January 1, 2021:

      3

    Pro Forma
    results from acquisition

    December
    31,

    2022

    December
    31,

    2021

    Total revenues

    $
    14,758,115

    $
    7,927,165

    Net (loss) from operations

    $
    (26,192,503
    )

    $
    (2,224,253
    )

    Net (loss)

    $
    (26,164,764
    )

    $
    (12,289,655
    )

    Basic and fully diluted (loss) per share

    $
    (1.74
    )

    $
    (4.70
    )

    Weighted average number of shares outstanding

    15,056,097

    2,612,061

The following table summarizes the allocation
of the purchase price as of October 20, 2022 (the acquisition date) using Nora Pharma’s balance sheet assets and liabilities:

    Accounts receivable
    $ 1,358,121

    Inventory
      3,181,916

    Intangible assets
      659,571

    Equipment & furniture
      210,503

    Other assets (including intangible assets)
      1,105,093

    Total assets
      6,515,204

    Liabilities assumed
      (5,981,286 )

    Net assets
      533,918

    Goodwill
      18,326,719

    Total Consideration
    $ 18,860,637

 5. We note that you recorded an impairment of all the goodwill associated with the Nora Pharma Inc. acquisition
in the same fiscal quarter as the transaction. You also disclose that management determined impairment was “in the best interest
of the Company.” Please tell us how your goodwill impairment testing complied with the guidance in ASC 350-20-35- 4 through 35-19
and describe the event or circumstances that triggered the testing in accordance with ASC 350-20-35-30. Provide the disclosures required
under ASC 350-20- 50-1 through 50-3 for the December 31, 2022 year-end as part of your response.

Response:

Section 805-20-25-1 of the Accounting Standards
Codification (“ASC”) states that, “the acquirer shall recognize, separately from goodwill, the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the acquiree.” Allocation of the Purchase Price per ASC 805-20-25-1
yielded a goodwill amount of $18,326,719 USD (the “Goodwill Amount”).

On September 21, 2022, the seller of Nora Pharma
presented Nora Pharma to the Board of Directors of the Company, including sales projections of Nora Pharma through 2027.

      4

Management analysis of the projections identified
significant risks associated with a generic drugs sales operation in Canada, including:

 a) Current macroeconomic conditions are becoming increasingly less stable due to the ongoing COVID-19 pandemic,
the war in Ukraine, and tensions in the Far East. Destabilized macroeconomics conditions pose a serious threat to supply chains around
the world including those for the generic pharmaceutical business. Nearly all of Nora Pharma’s generic drugs are manufactured outside
Canada and the United States and could experience disruptions which would adversely affect Nora Pharma’s main source of revenue;

 b) Supply chains discontinuities due to other issues, including unforeseen regulatory actions, economic sanctions,
trade restrictions, labor disturbances and approval delays, may impact the Company’s ability to timely meet customer demand in certain
instances. These adverse market forces would have a direct impact on Nora Pharma’s ability to achieve its sales projections;

 c) Sales of Nora Pharma’s generic drugs may be adversely affected by the drug regulatory environment
in Canada. Currently, Nora Pharma sells generic drugs only in Canada. Nora Pharma’s net sales may be affected by fluctuations in
buying patterns resulting from government lead pricing pressures and similar factors. Nora Pharma generic drugs sales in Canada are done
via retail pharmacies, pharmacy channels, distributors, and wholesalers. Pricing pressures represent the highest risk to sales due to
ongoing, unresolved negotiations between the pharmaceutical industry and the Canadian federal government.

 d) A significant portion of Nora Pharma’s revenues are derived from relatively few key customers, and
any financial difficulties experienced by a single key customer, or any delay in receiving payments from such a customer, could have a
material adverse effect on Nora Pharma’s business, financial condition, and results of operations;

 e) Nora Pharma’s revenues and profits may decline as a result of competition from other pharmaceutical
companies. Prices of generic drugs may, and often do, decline, sometimes dramatically, especially as additional generic pharmaceutical
companies receive approvals and enter the market. Consequently, Nora Pharma’s ability to sustain sales and profitability on any
given product over time is affected by the number of companies selling such product, including new market entrants, and the timing of
their approvals;

 f) Brand pharmaceutical companies continue to manage products in a challenging environment through marketing
agreements with payers, pharmacy benefits managers and so-called “authorized generics” sellers. In such cases, no significant
regulatory approvals are required. In addition, brand companies may seek to delay introductions of generic equivalents through a variety
of commercial and regulatory tactics. These actions may increase the costs and risks of our efforts to introduce generic products and
may delay or prevent such introduction altogether; and

 g) If Nora Pharma encounters difficulties in executing launches of new products, it may not be able to offset
the increasing price erosion on existing products resulting from pricing pressures and accelerated generics approvals for competitors.
Such unsuccessful launches can be caused by many factors, including, delays in regulatory approvals, lack of operational or clinical readiness
or patent litigation. Failure or delays to execute launches of new generic products could have a material adverse effect on Nora Pharma’s
business and its ability to realize projected sales.

On the basis of the foregoing, no assets of of
potentially doubtful value will be carried on the Company’s books and the Company will proceed by impairing 100% of the goodwill
and not record any additional intangible assets associated with the transaction.

The goodwill impairment test is a two-step process.
The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including
goodwill. If applicable, the second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting
unit goodwill with the carrying amount of that goodwill.

      5

The Company used a discounted cash flow model
which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using
a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability
of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based
on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties
related to these factors and management’s judgment in applying these factors.

The following table presents the changes in the
carrying amount of goodwill in each of the Company’s reportable segments. The provisions of ASC 350-20-50-1 require the disclosure
of cumulative impairment. As a result of the merger, a new basis in goodwill was recorded in accordance with ASC 805-10. All impairments
shown in the table below have been re

United States securities and exchange commission logo
July 25, 2023
Camile Sebaaly
Chief Financial Officer
Sunshine Biopharma, Inc.
6500 Trans-Canada Highway
Pointe-Claire, Quebec
Canada H9R-0A5
Re:Sunshine Biopharma, Inc
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 4, 2023
File No. 001-41282
Dear Camile Sebaaly:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Note 2 - Summary of Significant Accounting Policies, page 30
1.Please revise future filings to include your accounting policy for the identification of
operating and reportable segments.  To the extent that you have more than one reportable
segment, provide the disclosures required by ASC 280-10-50-21 through 50-31.  Further,
provide the entity-wide disclosures required by ASC 280-10-50-38 through 50-41 and
significant customers under ASC 280-10-50-42 regardless of the number of reportable
segments identified. If you determined you have more than one reportable segment,
provide the interim period information required by ASC 280-10-50-32 and 50-33 in your
next Form 10-Q.

 FirstName LastNameCamile Sebaaly
 Comapany NameSunshine Biopharma, Inc.
 July 25, 2023 Page 2
 FirstName LastName
Camile Sebaaly
Sunshine Biopharma, Inc.
July 25, 2023
Page 2
Revenue Recognition, page 34
2.Please revise future filings to provide a more fulsome discussion of your revenue
recognition accounting policy which addresses the five-step model of ASC 606.  Expand
your disclosure to fully address the requirements of ASC 606-10-50-1 through 50-3, 50-12
and 50-17 through 50-21.
3.In this regard, please tell us why you have not provided disaggregated revenue disclosure
by nature of activity, region, product type or other relevant category under ASC 606-10-
50-5 and 55-89 through 55-91.
Note 3 - Acquisition of Nora Pharma Inc., page 35
4.As a result of the acquisition of Nora Pharma Inc. we see that you recorded goodwill of
$18,326,719 and an intangible asset of $ 659,571. Please address the following:
•Identify the intangible asset acquired and its amortization period.
•Tell us why no other intangible assets were recognized in accordance with ASC 805-
20-25-10 and the examples in ASC 805-20-55-11 through 55-45.
•Describe to us the qualitative factors that make up the goodwill recognized, such as
expected synergies from the combined operations, intangibles asset that did not
qualify for separate recognition or any other factors in consideration of ASC 805-30-
50-1a.
Note 5 - Goodwill and Intangible Assets, page 36
5.We note that you recorded an impairment of all the goodwill associated with the Nora
Pharma Inc. acquisition in the same fiscal quarter as the transaction. You also disclose that
management determined impairment was “in the best interest of the Company.” Please tell
us how your goodwill impairment testing complied with the guidance in ASC 350-20-35-
4 through 35-19 and describe the event or circumstances that triggered the testing in
accordance with ASC 350-20-35-30. Provide the disclosures required under ASC 350-20-
50-1 through 50-3 for the December 31, 2022 year-end as part of your response.
6.As part of your response, please provide us the disclosures required by ASC 350-30-50-1
through 50-3 for your intangible assets other than goodwill.  Also, provide the disclosures
required by ASC 360-10-50-1 for your property, plant and equipment.

 FirstName LastNameCamile Sebaaly
 Comapany NameSunshine Biopharma, Inc.
 July 25, 2023 Page 3
 FirstName LastName
Camile Sebaaly
Sunshine Biopharma, Inc.
July 25, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Gary Newberry at (202) 551-3761 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
June 1, 2023
Dr. Steve N. Slilaty
Chief Executive Officer
Sunshine Biopharma, Inc
6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
Re:Sunshine Biopharma, Inc
Registration Statement on Form S-3
Filed May 25, 2023
File No. 333-272197
Dear Dr. Steve N. Slilaty:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeff Cahlon, Esq.

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Sunshine Biopharma, Inc.

6500 Trans-Canada Highway

4th Floor

Pointe-Claire, Quebec, Canada H9R 0A5

June 1, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re: Sunshine Biopharma, Inc.

    Registration Statement on Form S-3

    Filed May 25, 2023

    File No. 333-272197

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Sunshine Biopharma, Inc. hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. Eastern Time,
June 5, 2023, or as soon as practicable thereafter.

    Very truly yours,

    Sunshine Biopharma, Inc.

    By:
    /s/ Dr. Steve N. Slilaty

    Dr. Steve N. Slilaty
Chief Executive Officer

United States securities and exchange commission logo
May 18, 2022
Steve Slilaty
Chief Executive Officer
Sunshine Biopharma, Inc
6500 Trans-Canada Highway, 4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
Re:Sunshine Biopharma, Inc
Registration Statement on Form S-3
Filed May 10, 2022
File No. 333-264830
Dear Dr. Slilaty:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeff Cahlon

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Sunshine Biopharma, Inc.

6500 Trans-Canada Highway

4th Floor

Pointe-Claire, Quebec, Canada H9R 0A5

May 18, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

  Re:
  Sunshine
Biopharma, Inc.

  Registration Statement
on Form S-3

  Filed May 10, 2022

  File No. 333- 264830

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Sunshine Biopharma, Inc. hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. Eastern Time,
May 20, 2022, or as soon as practicable thereafter.

  Very truly yours,

  Sunshine Biopharma, Inc.

  By: /s/ Dr. Steve N. Slilaty

  Dr. Steve N. Slilaty

  Chief Executive Officer

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Sunshine Biopharma, Inc.

6500 Trans-Canada Highway

4th Floor

Pointe-Claire, Quebec, Canada H9R 0A5

April 7, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re: Sunshine Biopharma, Inc.

    Registration Statement
on Form S-3

    Filed March 30, 2022

    File No. 333- 263998

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Sunshine Biopharma, Inc. hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 9:00 a.m. Eastern Time,
April 8, 2022, or as soon as practicable thereafter.

  Very truly yours,

  Sunshine Biopharma, Inc.

  By: /s/ Dr. Steve N. Slilaty

  Dr, Steve N. Slilaty

  Chief Executive Officer

United States securities and exchange commission logo
April 7, 2022
Steve Slilaty
Chief Executive Officer
Sunshine Biopharma, Inc
6500 Trans-Canada Highway, 4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
Re:Sunshine Biopharma, Inc
Registration Statement on Form S-3
Filed on March 30, 2022
File No. 333-263998
Dear Dr. Slilaty :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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February 9, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attention: Brian Fetterolf

    Re:
    Sunshine Biopharma, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-259394

    Initially Filed September 9, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Sunshine Biopharma, Inc. (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on Friday, February 11, 2022, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration Statement has been
declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP., by calling Jeff Cahlon at 212-930-9700.

    Very truly yours,

    /s/ Dr. Steve N. Slilaty

    Dr. Steve N. Slilaty

    Chief Executive Officer

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February 9, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Sunshine Biopharma, Inc.  (CIK: 0001402328)

    Registration Statement No. 333-259394 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis
Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 4:30 p.m. Eastern Time, February 11, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that
we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution.

    By:
    AEGIS CAPITAL CORP.

    By: /s/ Griffin Cassagne

    Name: Griffin Cassagne

    Title:   Executive Vice President

United States securities and exchange commission logo
September 16, 2021
Steve N. Slilaty
Chief Executive Officer
Sunshine Biopharma, Inc
6500 Trans-Canada Highway
4th Floor
Pointe-Claire, Quebec, Canada H9R 0A5
Re:Sunshine Biopharma, Inc
Registration Statement on Form S-1
Filed September 9, 2021
File No. 333-259394
Dear Dr. Slilaty:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Brian Fetterolf at 202-551-6613 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeff Cahlon

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July 21, 2014

VIA: EDGAR

Securities and Exchange Commission

450 Fifth Street, N. W.

Washington, D.C.  20549

Attn: Sandra Hunter, Esq.

RE:

Sunshine Biopharma, Inc.;

Form S-1;

SEC File No. 333-196191

Dear Ms. Hunter:

The undersigned, on behalf of Sunshine Biopharma, Inc. (the “Company”), hereby requests that the United States Securities and Exchange Commission issue an Order of Effectiveness by acceleration to the Company’s above referenced registration statement on Form S-1, with an effective date and time of Wednesday, July 23, 2014, at 9:00 a.m. Eastern Time (7:00 a.m. Mountain Time).

As there is no underwriter for this offering, no consent of any FINRA member is required.  In addition, in the event this date and time is not acceptable to the staff of the Commission, we would request that the staff accept oral requests for acceleration from the undersigned or our legal counsel, Andrew I. Telsey, Esq.

In addition, please be advised that:

(a)           The Undersigned acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings, including, but not limited to, the above referenced filing;

(b)           the staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filings; and

(c)           we acknowledge that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

SUNSHINE BIOPHARMA, INC.

s/ Dr. Steve Slilaty

Dr. Steve Slilaty

Chief Executive Officer

cc  Andrew I. Telsey, Esq.

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Andrew I. Telsey, P.C.  Attorney at Law

12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112

Telephone:  303/768-9221 • Facsimile:  303/768-9224 • E-Mail:  andrew@telseylaw.com

July 2, 2014

VIA: EDGAR

Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Attn: Sandra Hunter, Esq.

RE:         Sunshine Biopharma, Inc.;

Your Letter Dated June 20, 2014;

Registration Statement on Form S-1

File May 22, 2014

SEC File No. 333-196191

Dear Ms. Hunter:

Filed electronically on behalf of Sunshine Biopharma, Inc. (the “Registrant” or “Company”) is Amendment No. 1 to the Form S-1 (the “Amendment”), submitted in response to the staff’s written comments of June 20, 2014. This letter describes the Registrant’s response to each comment and the location in the filing where the changes have been made.  All references to page numbers are to the redlined Amendment that has been forwarded to you by overnight delivery under separate cover.

Risk Factors

Page 3

Comment No. 1

In accordance with our telephone conversation concerning this comment, please note the contents of the final complete risk factor on page 11.  We believe the contents of this risk factor respond specifically to the staff’s relevant comment.

The Dutchess Equity Line Transaction

Page 13

Investment Agreement

Comment No. 2

The percentage of the Registrant’s common stock being registered in the registration statement is included in the Amendment at page 14 and in the table on page 15.

Comment No. 3

Based upon the Registrant’s business plan and the disclosure included in prior 34 Act filings of the Registrant, management believes that the Registrant will require approximately $5 million to fully implement its business plan.  The $2.5 million being made available to the Registrant in the Equity Line will allow the Company to move forward and make further strides to determine the viability of its cancer drug.  Relevant disclosure concerning this issue has been added in the Amendment at page 13.

Comment No. 4

The restrictions and conditions contained in the Dutchess Agreement are reiterated in this section at page 13.

Comment No. 5

There have been no transactions of any kind between the Registrant and Dutchess prior to the execution of the Investment Agreement.  As such, no such disclosure has been included in the Amendment other than to disclose that there have been no prior business activities between the two entities, which is located on page 13.

Comment No. 6

The restriction on assignability has been added on page 13.

Selling Stockholder

Page 15

Comment No. 7

The table on page 15 has been revised to reflect the percentage of shares beneficially owned by Dutchess if all of the shares being registered are subscribed.

Undertakings

Page II-3

Comment No. 8

The undertakings required by Item 512 of Regulation S-K are included in the Amendment.

Based on the foregoing responses to the staff's letter of comment, and the revisions made by this Amendment, we believe this Amendment is in compliance with the applicable form instructions and rules pertaining thereto and that it is complete.  Additionally, we believe that, because of the completeness of the Amendment, an effective date as soon thereafter as practicable, is appropriate.  We intend to contact you prior to this date to confirm.

Thank you for your cooperation in this matter.

Very truly yours,

ANDREW I. TELSEY, P.C.

s/ Andrew I. Telsey

For the Firm

June 20, 2014

Via E -mail
Dr. Steve N. Slilaty
Chief Executive Officer
Sunshine Biopharma, Inc.
469 Jean -Talon West
3rd Floor
Montreal, Quebec, Canada H3N1R4

Re: Sunshine Biopharma, Inc.
  Registration Statement on Form S -1
Filed May 22, 2014
  File No. 333-196191

Dear Dr. Slilaty:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Risk Factors, page 3

Our Equity Line with Dutchess may not be available to us if we elect . . . , page 11

1. Please revise your discussion here to identify the limitations imposed by the Investment
Agreement on your abi lity to put shares to Dutchess and to discuss the likelihood that you
will have access to the full amount available under the equity line.

Dr. Steve N. Slilaty
Sunshine Biopharma, Inc.
June 20, 2014
Page 2

 The Dutchess Equity Line Transaction, page 13

Investment Agreement, page 13

2. We note that you are registering the offering of 13,400,000 shares of your common stock
on this registration statement.  Please identify the percentage of outstanding securities of
the company that these shares represent.

3. We note your disclosure that Dutc hess committed to purchase up to the number of shares
of your common stock having an aggregate purchase price of $2,500,000.  Please revise
to include a discussion of the likelihood that you will ever receive, or will ever need,
based on your current busin ess plans, the full amount of the proceeds available under the
equity line.  If you are not likely to receive the full amount, please include an explanation
of why you and Dutchess chose the particular dollar amount for the equity line.

4. We note your disclosure that Dutchess has committed to purchase the shares of your
common stock, “subject to certain restrictions and conditions.”  Please expand your
disclosure to identify and discuss such restrictions and conditions.

5. Please include di sclosure regarding any material past transactions, if any, between you
and Dutchess and the impact of those transactions on the market price of your common
stock.

6. Please revise to include disclosure regarding the transferability of Dutchess’s obligations
under the equity line.

Selling Stockholder, page 15

7. It appears that Dutchess Opportunity Fund II, LP currently owns 400,000 shares of your
common stock, which represents the engagement fee you paid to Dutchess and which is
included in the 13,400,000 shar es being offered pursuant to the registration statement.
Please revise your table to properly reflect the percentage of shares beneficially owned by
Dutchess after the offering or advise.

Item 22.  Undertakings, page II -3

8. Please revise to include all of  the undertakings required by Item 512 of Regulation S -K.
For example only, please revise to include the undertaking required by Item 512(a)(5)(ii)
of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Dr. Steve N. Slilaty
Sunshine Biopharma, Inc.
June 20, 2014
Page 3

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Sandra Hunter, Staff Attorney,  at (202) 551 -3758  or me at (202) 551 -3233
with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief

cc: Andrew I. Telsey, Esq. (Via E -mail)

February 7, 2012
 VIA E-MAIL

Mr. Camille Sebaaly Chief Financial Officer Sunshine Biopharma, Inc. 2015 Peel Street, 5
th Floor
Montreal, Quebec, Canada H3A 1T8

Re: Sunshine Biopharma, Inc.
 Item 4.01 Form 8-K
Filed on February 3, 2012
 File No. 000-52898

Dear Mr. Camille Sebaaly:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

                                                                     Sincerely,
   /s/ Wilson K. Lee

       Wilson K. Lee
                Staff Accountant

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February 6, 2012

VIA EDGAR ONLY

Mr. Wilson K. Lee

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C.  20549

Re:

Sunshine Biopharma, Inc.

Item 4.01 Form 8-K

Filed on February 3, 2012

File No. 000-52898

Dear Mr. Lee:

In relation to the responses to the staff’s comment letter, above referenced, relating to the above referenced matter please be advised that:

(a)           Sunshine Biopharma, Inc. (the “Issuer”) is responsible for the adequacy and accuracy of the disclosure in its filings, including, but not limited to, the above referenced filing;

(b)           the staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filings; and

(c)           we acknowledge that the Issuer may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours very truly,

SUNSHINE BIOPHARMA, INC.

/s/ Steve Slilaty

Steve Slilaty

Chief Executive Officer

February 6, 2012
 VIA E-MAIL

Mr. Camille Sebaaly Chief Financial Officer Sunshine Biopharma, Inc. 2015 Peel Street, 5
th Floor
Montreal, Quebec, Canada H3A 1T8

Re: Sunshine Biopharma, Inc.
 Item 4.01 Form 8-K
Filed on February 3, 2012
 File No. 000-52898

Dear Mr. Camille Sebaaly:
 We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understa nd your disclosures.
 Please respond to this letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comment app lies to your facts and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
 FORM 8-K FILED ON FEBRUARY 3, 2012

1. We note that in connection with the audit of your financial statements  as of and for the
fiscal years ended September 30, 2009, a nd December 31, 2009 and 2010, there were no
disagreements with RRC on any matter of accoun ting principles or practices, financial
statement disclosure, or auditing scope of procedures, which disagreements, if not
resolved to the satisfaction of RRC, woul d have caused them to make reference in
connection with its reports to the subject matter of the disagr eements.  Please amend your
8-K to also cover the subsequent  interim period from the date of the last audited financial
statements up until the date of dismissal of RRC.   See Item 304(a)(1)(iv) of Regulation
S-K.   Include an updated letter from RRC addressing your revised disclosure as an
exhibit to your Form 8-K/A.

Mr. Camille Sebaaly Sunshine Biopharma, Inc. February 6, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact me at (202) 551 – 3468 if you have any questions re garding our comment.

                                                                     Sincerely,
   /s/ Wilson K. Lee

       Wilson K. Lee
                Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

     July 2, 2010

Dr. Steve N. Slilaty Chief Executive Officer Sunshine Biopharma, Inc. 6100 Royalmount Avenue Montreal, Quebec, Canada H4P 2R2

Re: Sunshine Biopharma, Inc.
 Schedule 14C
Filed April 21, 2010
 File No. 000-52898

Dear Dr. Slilaty:

We have completed our review of your filings and do not have any further
comments at this time.

Sincerely,
    Karen J. Garnett
Assistant Director

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Andrew I. Telsey, P.C.  Attorney at Law

12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112

Telephone:  303/768-9221 • Facsimile:  303/768-9224 • E-Mail:  andrew@telseylaw.com

May 28, 2010

VIA:                      EDGAR

Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Attn: Phil Rothenberg, Esq.

RE:           Sunshine Biopharma, Inc.;

Your Letter Dated May 3, 2010;

Schedule 14C

Filed April 21, 2010

SEC File No. 000-52898

Dear Mr. Rothenberg:

In response to your letter, above referenced, below please find the responses of the above referenced issuer (the “Company” or the “Registrant”). Each response coincides with the numbered comment in your letter.

General

Comment No. 1

In the referenced transaction, Mountain West Business Solutions, Inc. (“MWBS”) acquired Sunshine.  Pursuant to the Colorado Revised Statutes, Section 7-106-202, the Board of Directors is authorized to cause shares of a corporation’s securities to be issued, unless such powers are reserved for shareholders by the relevant corporation’s Articles of Incorporation.  The Articles of Incorporation of MWBS do not contain such reservation.  Pursuant to C.R.S 7-110-103, shareholder approval of the amendment to the MWBS Articles of Incorporation reflecting the name change was required.  C.R.S. 7-107-04(1)(b) provides that holders of a majority of a corporation’s issued and outstanding voting securities may consent to actions requiring shareholder approval without a meeting, provided that the relevant corporation’s Articles of Incorporation authorize the same.  Mr. Milonas, the MWBS President at the time, owned approximately 90.5% of the Company’s issued and outstanding shares at the relevant time.  There was no solicitation undertaken by the Company.

Comment No. 2

As of the date of this letter no spin off distribution to shareholders has taken place.  The relevant shares have been placed into trust, pending the filing of a relevant registration statement in anticipation of the spin off.

Securities and Exchange Commission

May 28, 2010

Page 2

Purpose and Effect of the Increase in Authorized Capitalization

Comment No. 3

All of the requested additional disclosure you have requested has been incorporated into the Information Statement.  Pursuant to our recent telephone conversation, attached hereto as Attachment 1 are the revised pages to the Preliminary Schedule 14C previously filed by the Registrant.  The revisions are included in the last paragraph of page 1 of the Attachment, as well as in the last paragraph of the section entitled Other Matters on page 2 of the Attachment.

Thank you for your cooperation. If we can be of any assistance in connection with the staff’s review please do not hesitate to contact the undersigned at your earliest convenience.

Very truly yours,

ANDREW I. TELSEY, P.C.

s/ Andrew I. Telsey

For the Firm

cc:  Dr. Steve N. Slilaty (via e mail only)

AIT/ddk

Attachment No. 1

Amendment to Articles of Incorporation

On April 19, 2010, our Board of Directors, by written unanimous consent, authorized and recommended that our shareholders approve the Amendment. Also on April 19, 2010, shareholders representing a majority of our voting capital stock outstanding consented in writing to the Amendment.  The purpose of the Amendment is to increase our authorized capital stock from 51,000,000 shares, consisting of 50,000,000 shares of Common Stock having a par value of $0.001 per share and 1,000,000 shares of Preferred Stock (consisting of 150,000 shares of Preferred Stock and 850,000 shares of Series “A” Preferred Stock), having a par value of $0.10 per share, to 205,000,000 shares of authorized capital, consisting of 200,000,000 shares of Common Stock having a par value of $0.001 per share and 5,000,000 shares of Preferred Stock (consisting of 4,150,000 shares of Preferred Stock and 850,000 shares of Series “A” Preferred Stock), having a par value of $0.10 per share.

The Amendment will become effective upon filing of Articles of Amendment to the Articles of Incorporation (the “Articles of Amendment”), attached hereto as Exhibit “A,” with the Secretary of State of the State of Colorado, but our Board of Directors reserves the right to not make such filing if it deems it appropriate not to do so.

Purpose and Effect of the Increase in Authorized Capitalization

(the “Increase in Authorized Capitalization”)

As of the date of this Information Statement the Company has 3,339,993 shares of its authorized Common Stock and 150,000 shares of its authorized Preferred Stock available for issuance.  The Board of Directors does not believe this is an adequate number of shares to assure that there will be sufficient shares available for issuance in connection with possible future financings, possible future acquisition transactions, possible future awards under employee benefit plans, stock dividends, stock splits and other corporate purposes.  Therefore, the Board of Directors approved the Increase in Authorized Capitalization as a means of providing it with the flexibility to act with respect to the issuance of Common Stock or Preferred Stock or securities exercisable for, or convertible into, Common Stock or Preferred Stock in circumstances which it believes will advance the interests of the Company and its stockholders without the delay of seeking an amendment to the Articles of Incorporation at that time.

The Increase in Authorized Capitalization will not have any immediate effect on the rights of existing stockholders.  However, under the laws of the State of Colorado, authorized, unissued and unreserved shares may be issued for such consideration (not less than par value) and for such purposes as the Board of Directors may determine without further action by the stockholders.  The issuance of such additional shares may, under certain circumstances, result in the dilution of the equity or earnings per share of the existing stockholders.

Our Board of Directors expects to undertake a private equity offering of our securities in the near future for the primary purpose of providing capital to allow us to begin regulatory approval from the U.S. Food and Drug Administration on our new drug.  As of the date of this Information Statement, while our management is in discussions with various entities to provide or assist us in raising this capital, no definitive agreement has been reached with any investment banking firm, underwriter or any other source of equity capital to provide or assist us with this potential offering.  However, it is anticipated that the per share price of any offering we undertake will be related to the then current price of our Common Stock as currently traded on the OTC Bulletin Board.  Unless we take action to increase our authorized capital we will be prohibited from pursuing any future equity capital.   In addition, management is considering entering into certain consulting agreements that may require the issuance of shares of our Common Stock as consideration for the services to be performed.  In this regard management is negotiating agreements with five (5) potential consultants including financial consulting and public relations companies and based upon current discussions it is estimated that we will be required to issue up to approximately 1,700,000 shares of our Common Stock as consideration for these agreements.  The Board of Directors has no other current plans to authorize the issuance of additional shares of Common Stock or Preferred Stock or securities exercisable for, or convertible into, Common Stock or Preferred Stock. The approval of the Increase in Authorized Capitalization will give the Board of Directors more flexibility to pursue opportunities to engage in possible future financing transactions involving Common Stock or Preferred Stock or securities convertible into Common Stock or Preferred Stock.  However, at this time, no decision to proceed with any such

convertible into 20 shares of Common Stock at the election of the holder.  On that date, shareholders representing 36,523,061 shares (78.3%) entitled to vote at a meeting, which is a majority of the shares outstanding, consented in writing to the Amendment.

Security Ownership Of Certain

Beneficial Owners And Management

The following table sets forth certain information regarding ownership of our Company's Common Stock as of April 19, 2010, the Record Date by (i) each person known to the Company to own beneficially more than 5% of our Common Stock, (ii) each director, (iii) each executive officer, and (iv) all directors and executive officers as a group.  Share ownership is deemed to include all shares that may be acquired through the exercise or conversion of any other security immediately or within the next sixty days.  Such shares that may be so acquired are also deemed outstanding for purposes of calculating the percentage of ownership for that individual or any group of which that individual is a member.  Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of

Class

Name and Address

Of Beneficial Owner

Amount and Nature

Of Beneficial Ownership

Percent

Of Class

Common

Dr. Steve N. Slilaty(1)

579 rue Lajeunesse

Laval, Quebec

Canada  H7X 3K4

34,343,567(2)

73.6%

Common

Michele Di Turi(1)

3100 Boulevard Des Gouverneurs

Laval, Quebec

Canada  H7E 5J3

1,945,121(3)

4.2%

Common

Camille Sebaaly(1)

14464 Gouin W, #B

Montreal, Quebec

Canada  H9H 1B1

234,373

*

Common

All Officers and Directors

As a Group (3 persons)

36,523,061(2) (3)

78.3%

_________________________

*

Less than 1%

(1)

Officer and Director of our Company.

(2)

Includes 17,109,194 shares held in the name of Advanomics Corporation and 850,000 shares of Series “A” Convertible Preferred Stock that is convertible into 17,000,000 shares of Common Stock held in the name of Advanomics Corporation. Dr. Slilaty is an officer, director and principal shareholder of Advanomics Corporation.

(3)

Includes 1,710,748 shares held in the name of Sunshine Bio Investments, Inc.  Mr. Di Turi is President of Sunshine Bio Investments, Inc. and as such controls the disposition of these shares.

Other Matters

No matters other than those discussed in this Information Statement are contained in the written consent signed by the holders of a majority of the voting power of the Company.

As required by Item 13(a) of Schedule 14A, copies of our audited financial statements as included in our transitional Form 10-K for the transitional period ended December 31, 2009 and our unaudited financial statements for the three month period ended March 31, 2010, as included in our Form 10-Q for the like period are included herein.

CORRESP
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May 12, 2010

VIA EDGAR ONLY

Phil Rothenberg, Esq.

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C.  20549

Re:

Sunshine Biopharma, Inc.

Your Letter dated May 3, 2010

Schedule 14C Filed April 21, 2010

File No. 000-52898

Dear Mr. Rothenberg:

In relation to the responses to the staff’s comment letter, above referenced, relating to the above referenced matter please be advised that:

          (a)  Sunshine Biopharma, Inc. (the “Issuer”) is responsible for the adequacy and accuracy of the disclosure in its filings, including, but not limited to, the above referenced filing;

          (b) the staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filings; and

          (c)  we acknowledge that the Issuer may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours very truly,

SUNSHINE BIOPHARMA, INC.

s/Steve N. Slilaty

Dr. Steve N. Slilaty

Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3010

 May 3, 2010  Dr. Steve N. Slilaty Chief Executive Officer Sunshine Biopharma, Inc. 6100 Royalmount Avenue Montreal, Quebec, Canada H4P 2R2

Re: Sunshine Biopharma, Inc.
 Schedule 14C
Filed April 21, 2010
 File No. 000-52898

Dear Dr. Slilaty:

We have conducted a limited review of  your filing and have the following
comments.  Where indicated, we think you s hould revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is  unnecessary.  Please be as detailed as
necessary in your explanation.  In our comments, we may ask you to provide us with
additional information so we may better understand your disclosu re.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note the Form 8-K filed on Oct ober 20, 2009, which indicates that you
executed an agreement to acquire Sunshi ne Biopharma, Inc. in exchange for
21,962,000 shares of your common stock and 850,000 shares of convertible
preferred stock.  Please expl ain to us whether share holder approval was required
for the merger or the issuance of stock to Sunshine Biopharma, Inc.  Also, tell us whether shareholder approval was required for your name change to Sunshine
Biopharma, Inc.  If shareholder approval  was required for one or more of the

Dr. Steve N. Slilaty
Sunshine Biopharma, Inc. May 3, 2010 Page 2

above events, please describe to us how the solicitation of shareholder approval
complied with the proxy rules.
2. The Form 8-K filed on October 20, 2009 di scloses disclose that your former
Board of Directors approved a spin-o ff of your wholly owned subsidiary,
Mountain West Beverage, Inc., to your sh areholders of record as of October 14,
2009.  Please provide us your analysis of why it was appropriate  to conduct this
spin-off without registration under the S ecurities Act.  Please see Staff Legal
Bulletin No. 4, which is av ailable on our website at
http://www.sec.gov/interps/ legal/slbcf4.txt.

Purpose and Effect of the Increas e in Authorized Capitalization
3. The third paragraph under this  heading states that the Board of Directors expects
to undertake a private equity offering of your  securities in the near future and that
management is considering entering into certain consulting agreements that may
require the issuance of common stock as consideration for the services to be
performed.  Please provide additional info rmation regarding the private equity
offering and issuance of common stock as c onsideration for cons ulting services as
called for by Item 11(c) of Schedule 14A.  Additionally, please furnish the
financial information required by Item 13( a) of Schedule 14A or tell us why you
do not believe Item 13(a) information is required to be disclosed.
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do

Dr. Steve N. Slilaty
Sunshine Biopharma, Inc. May 3, 2010 Page 3

not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert sta ff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Phil Rothenberg at (202)  551-3466 or me at (202) 551-3785 with
any questions.
Sincerely,
    Karen J. Garnett
Assistant Director