~~UNITED~~ ~~STATES~~ 0001452804 false --09-30 2021 FY P2Y5M12D P2Y5M12D P2Y5M12D P2Y5M12D P2Y14D P2Y14D P2Y14D P2Y14D ~~SECURITIES~~ ~~AND~~ ~~EXCHANGE~~ 0001452804 2020-10-01 2021-09-30 0001452804 2021-03-31 0001452804 2022-12-16 0001452804 2021-09-30 0001452804 2020-09-30 0001452804 2019-10-01 2020-09-30 0001452804 us-gaap:CommonStockMember 2019-09-30 0001452804 us-gaap:AdditionalPaidInCapitalMember 2019-09-30 0001452804 us-gaap:RetainedEarningsMember 2019-09-30 0001452804 2019-09-30 0001452804 us-gaap:CommonStockMember 2019-10-01 2020-09-30 0001452804 us-gaap:AdditionalPaidInCapitalMember 2019-10-01 2020-09-30 0001452804 us-gaap:RetainedEarningsMember 2019-10-01 2020-09-30 0001452804 us-gaap:CommonStockMember 2020-10-01 2021-09-30 0001452804 us-gaap:AdditionalPaidInCapitalMember 2020-10-01 2021-09-30 0001452804 us-gaap:RetainedEarningsMember 2020-10-01 2021-09-30 0001452804 us-gaap:CommonStockMember 2020-09-30 0001452804 us-gaap:AdditionalPaidInCapitalMember 2020-09-30 0001452804 us-gaap:RetainedEarningsMember 2020-09-30 0001452804 us-gaap:CommonStockMember 2021-09-30 0001452804 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0001452804 us-gaap:RetainedEarningsMember 2021-09-30 0001452804 pkph:EntityControllerBySoleOfficerAndDirectorMember 2021-09-30 0001452804 pkph:EntityControllerBySoleOfficerAndDirectorMember 2020-09-30 0001452804 pkph:ConvertibleNotesPayable1Member 2017-03-17 0001452804 pkph:ConvertibleNotesPayable1Member 2021-09-30 0001452804 pkph:ConvertibleNotesPayable2Member 2017-03-30 0001452804 pkph:ConvertibleNotesPayable2Member 2021-09-30 0001452804 pkph:NotesPayable1Member 2018-01-10 0001452804 pkph:NotesPayable1Member 2021-09-30 0001452804 pkph:NotesPayable2Member 2018-04-02 0001452804 pkph:NotesPayable2Member 2021-09-30 0001452804 pkph:NotesPayable3Member 2021-06-14 0001452804 pkph:NotesPayable3Member 2021-09-30 0001452804 pkph:NotesPayable4Member 2021-09-30 0001452804 pkph:EmployeeMember 2020-10-01 2021-09-30 0001452804 pkph:NonEmployeeMember 2020-10-01 2021-09-30 0001452804 pkph:EmployeeMember 2021-09-30 0001452804 pkph:EmployeeMember 2020-09-30 0001452804 pkph:EmployeeMember 2019-10-01 2020-09-30 0001452804 pkph:NonEmployeeMember 2021-09-30 0001452804 pkph:NonEmployeeMember 2020-09-30 0001452804 pkph:NonEmployeeMember 2019-10-01 2020-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure ~~COMMISSION~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(~~Mark One~~d) OF THE SECURITIES EXCHANGE ACT OF 1934

For ☒the ~~ANNUAL~~Fiscal ~~REPORT~~Year ~~PURSUANT~~Ended TOSeptember ~~SECTION~~30, ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2021

For the Fiscal Year Ended: September 30, 2016

☐ o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For ~~the~~ ~~transition~~the ~~period~~Transition Period from ~~__________________________~~_________ to ~~__________________________~~ _________

Commission file number: 005-87668

PEAK PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~26-1973257~~	26-1973257
State or other jurisdiction	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
of incorporation or organization	Identification No.)

14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 85260

 (Address of principal executive offices) ~~(Zip Code)~~

~~Registrant’s telephone number, including area code:~~ (480) 659-6404

(Registrant’s ~~700~~telephone ~~N. Colorado Blvd.~~number, ~~#734,~~including ~~Denver,~~area ~~CO 80206~~code)

N/A

(Former address of principal executive offices)

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

Title of ~~Each~~each ~~Class~~class Trading symbol(s) Name of ~~each~~ exchange on which registered None ~~N/A~~None None

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

~~Shares of common stock with a par value of $0.0001~~None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o ☐ No ☒x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes ~~☒ No~~o ☐No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ~~Exchange~~ Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes o ☐ No ☒x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 o	Accelerated filer o

Non-accelerated Filer x	Smaller reporting company x

	Emerging growth company o

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

The aggregate market value of the common equity held by non-affiliates was $8,949,300 computed by reference to the closing price of the registrant’s common stock as quoted on the OTC Markets, Pink Tier maintained by OTC Markets, Inc. on March 31, 2021 (which was $0.14 per share). For purposes of the above statement only, the registrant’s sole director and executive officer and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

The number of shares outstanding of the registrant’s common stock as of December 16, 2022 was 78,363,567.

PEAK ~~Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site~~PHARMACEUTICALS, ~~if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232~~INC.~~405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒ No ☐~~

FORM Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K ~~or any amendment to this Form 10-K. ☒~~

~~Indicate by~~FOR ~~check~~THE ~~mark~~YEARS ~~whether~~ENDED ~~the~~SEPTEMBER ~~registrant is a large accelerated filer~~30, an ~~accelerated~~2021 ~~filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”~~ and ~~“smaller reporting company” in Rule 12b-2 of the Exchange Act.~~2020

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐ No ☒

The registrant had 78,363,567 shares of common stock outstanding as of September 12, 2017.

TABLE OF CONTENTS

	~~Page~~	Page
PART I		4
ITEM 1. BUSINESS	4	4
ITEM 1A. RISK FACTORS	7	6
ITEM 1B. UNRESOLVED STAFF COMMENTS	10	11
ITEM 2. PROPERTIES	10	11
ITEM 3. LEGAL PROCEEDINGS	10	11
ITEM 4. MINE SAFETY DISCLOSURES	11	11
PART II		11
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		11
ITEM 6. [RESERVED]		12
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		17
ITEM 9A. CONTROLS AND PROCEDURES		17
ITEM 9B. OTHER INFORMATION		19
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		19
PART III		19
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		19
ITEM 11. EXECUTIVE COMPENSATION		21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		24
PART IV		25
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES		25
ITEM 16. FORM 10-K SUMMARY		25
SIGNATURES		26

PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 11 ITEM 6. SELECTED FINANCIAL DATA 12 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 19 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 19 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 19 ITEM 9A. CONTROLS AND PROCEDURES 19 ITEM 9B. OTHER INFORMATION 202

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	21
ITEM 11. EXECUTIVE COMPENSATION	22
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	24
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	25
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	26

FORWARD-LOOKING STATEMENTS

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	28
SIGNATURES	29

The information contained in this report should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. Certain statements made in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based upon beliefs of, and information currently available to, us as of the date hereof, as well as estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ materially from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Forward-looking statements contained in this Form 10-K include, but are not limited to, statements about:

●

the plans and objectives of management for future operations, including plans or objectives relating to the development of our business plan to merge or acquire another operating business;

●

a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items;

●

our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”); and

●

the assumptions underlying or relating to any statement described in points above.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in this Annual Report on Form 10-K for the year ended September 30, 2021, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “Peak,” “we,” “us,” “our,” or the “Company” refer to Peak Pharmaceuticals, Inc. and its Subsidiary, Peak BioPharma Corp. Unless otherwise specified, all dollar amounts are expressed in United States dollars. Our common stock is currently listed on the OTC Markets, Pink Tier, under the symbol “PKPH.”

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in this Annual Report on Form 10-K for the fiscal year ended September 30, 2021, any of which may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. These risks may cause our or our industry’s actual results, levels of activity, or performance to be materially different from any future results, levels of activity, or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements after the date of this report to conform these statements to actual results.

PART I

ITEM 1. BUSINESS

Forward-Looking Statements

This Annual Report on Form 10-K includes a number of forward-looking statements that reflect management's current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Forward-looking statements made in this Annual Report on Form 10-K include statements about:

●

the plans and objectives of management for future operations, including plans or objectives relating to the development of our business plan to merge or acquire another operating business;

●

a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items;

●

the assumptions underlying or relating to any statement described in points above.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in this Annual Report on Form 10-K for the year ended September 30, 2016, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Corporate History and Overview

We ~~were~~ were first incorporated in Nevada as Surf A Movie Solutions, Inc. on December 18, 2007 to engage in the business of the development sale and marketing of online video sales. We were not successful in our efforts and discontinued this line of business. Since that time and until August 8, 2014, we were a “shell company” (as such term is defined in Rule ~~12b2~~12b-2 under the Exchange Act).

On August 30, 2013, we changed our name to Frac Water Systems, Inc. and on October 10, 2013 we decided to engage in the business of providing economically and environmentally sound solutions for the treatment and recycling of wastewater resulting principally from oil and gas exploration and production activities. Due to our research of the business opportunities, on December 31, 2013 we determined not to move forward with this line of business.

In early March 2014, we decided to enter into the business of developing, manufacturing and marketing pharmaceutical level products containing phytocannabinnoids, an abundant and pharmaceutically active component of industrial hemp, for the prevention and alleviation of various conditions and diseases. In connection therewith, on March 17, 2014, we changed our name to Cannabis Therapy Corporation and on March 24, 2014 changed our trading symbol on OTC Markets to “CTCO”. On December 23, 2014, we changed our name to Peak Pharmaceuticals, Inc. and our trading symbol changed to “PKPH” on February 5, 2015.

In March 2014 we began operating as a bio-pharmaceutical and nutraceutical company seeking to develop, manufacture, market and sell safe, high quality, medicinal products based on extracts from hemp. Our primary initial focus was on exploitation of the exclusive license we received from Canna-Pet, LLC, a developer of ingestible health products for pets made from hemp. We had also taken initial steps related to development of over-the-counter, THC-free, hemp-based products for the human market for the prevention and alleviation of symptoms associated with inflammatory and auto-immune diseases.

On ~~In early~~July ~~March~~29, 2014, through our wholly-owned subsidiary, Peak BioPharma Corp., we ~~decided~~entered tointo ~~enter~~a inLicense toAgreement (the ~~business~~“License ofAgreement”) ~~developing~~with Canna-Pet, ~~manufacturing~~LLC, ~~and~~(“Licensor”) ~~marketing~~a ~~pharmaceutical~~Washington ~~level~~limited liability corporation. They own the brand name “Canna-Pet” ~~products~~and ~~containing~~certain ~~phytocannabinnoids~~related intellectual property including, anbut ~~abundant~~not limited to, trademarks and copyrights, formulations, recipes, production ~~pharmaceutically~~processes ~~active~~and ~~component~~systems, ofwebsites, ~~industrial~~domain ~~hemp~~names, ~~for~~customer lists, supplier lists, trade secrets and know-how, and other related intellectual property (collectively, the “Licensed Intellectual Property”). This is used by the Licensor in the conduct of its business ~~prevention~~related to the production and ~~alleviation~~sale of ~~various~~medical ~~conditions~~products ~~and~~made ~~diseases.~~from Inindustrial hemp, which are intended exclusively for consumption by pets. ~~connection~~Pursuant ~~therewith~~to the License Agreement, onthe ~~March~~Licensor 17granted to us a perpetual, ~~2014~~exclusive, weworld-wide ~~changed~~license ~~our~~to ~~name~~use tothe Licensed Intellectual ~~Cannabis~~Property ~~Therapy~~in ~~Corporation~~conjunction with our business and onthe ~~March~~production 24and sale of medical products made from industrial hemp, ~~2014~~as ~~changed~~well ~~our~~as the right ~~trading~~to ~~symbol~~sublicense onthe ~~OTC~~Licensed ~~Markets~~Intellectual Property to ~~“CTCO”~~third parties. OnThe ~~December~~License Agreement gave us the right to produce and sell existing ~~23,~~products ~~2014,~~utilizing wethe ~~changed~~Licensed ~~our~~Intellectual ~~name~~Property and to ~~Peak~~develop ~~Pharmaceuticals~~new products, ~~Inc~~jointly with Licensor or otherwise, based upon the Licensed Intellectual Property. The License Agreement provided us with an immediate revenue source and ~~our~~access to Licensor’s customer ~~trading~~base. ~~symbol~~The ~~changed~~License toAgreement ~~“PKPH”~~specified onthat ~~February~~during 5the term of the license, all intellectual property rights in and to the Licensed Intellectual ~~2015~~Property remain the exclusive property of Licensor.

In ~~Since early~~consideration ~~March~~of ~~2014~~the wegrant had been operating as a biopharmaceutical and nutraceutical company seeking to develop, manufacture, market and sell safe, high quality, medicinal products based on extracts from hemp. Our primary initial focus was on exploitation of the ~~exclusive~~ license, we ~~received~~agreed ~~from CannaPet, LLC, a developer of ingestible health products for pets made from hemp. We had also taken initial steps related~~ to ~~development~~pay ~~of overthecounter,~~Licensor ~~THCfree,~~license ~~hemp~~fees ~~based~~in ~~products for~~ the ~~human~~form ~~market for the prevention and alleviation~~ of ~~symptoms associated~~royalty ~~with~~payments ~~inflammatory~~calculated ~~and~~based ~~autoimmune diseases.~~on ~~Recently,~~gross ~~hemp~~proceeds ~~cultivation~~received ~~was~~by ~~legalized~~us infrom 11sales ~~states,~~of ~~including Colorado,~~products ~~and~~manufactured, onmarketed aor ~~limited~~sold ~~basis,~~by atus utilizing the ~~federal~~Licensed ~~level~~Intellectual ~~as part of~~Property ~~the~~or ~~Agricultural~~any ~~Act~~subsequently ofdeveloped ~~2014~~intellectual ~~(the~~property ~~“2014 US Farm Bill”) passed in February 2014,~~ which ~~sets~~is ~~the~~jointly ~~agricultural~~owned ~~product~~by ~~apart from~~us ~~marijuana.~~and ~~Industrial hemp has THC content below 0~~Licensor.~~3%, compared~~ toWe ~~the~~began ~~120%~~selling ~~typically~~Canna-Pet ~~found~~products in ~~marijuana~~October 2014.

Based Onupon ~~July 29,~~recent ~~2014,~~regulatory ~~through~~activity our whollyowned subsidiary, Peak BioPharma Corp., we entered into a License Agreement (the “License Agreement”) with CannaPet, LLC, (“Licensor”) a Washington limited liability corporation. They own the brand name “CannaPet” and certain related ~~intellectual property including, but not limited~~ to, ~~trademarks~~imposition ~~and~~of ~~copyrights,~~restrictions ~~formulations, recipes, production processes~~ and ~~systems,~~limitations ~~websites,~~on ~~domain names, customer lists, supplier lists, trade secrets and knowhow, and other related intellectual property (collectively,~~ the ~~“Licensed Intellectual Property”). This is used by the Licensor in the conduct of its business related to the production and~~ sale of ~~medical~~ ~~products made from industrial~~ hemp,-based ~~which~~health ~~are~~products ~~intended exclusively~~ for ~~consumption by~~ pets~~. Pursuant to the License Agreement~~, we ~~the~~elected ~~Licensor granted~~ to usterminate aour ~~perpetual, exclusive, worldwide~~ license toagreement ~~use the Licensed Intellectual Property in conjunction~~ with ~~our business and~~ the ~~production and sale of medical products made from industrial hemp~~Licensor, aseffective ~~well~~ as ~~the~~of ~~right~~October to sublicense the Licensed Intellectual Property to third parties. The License Agreement gave us the right to produce and sell existing products utilizing the Licensed Intellectual Property and to develop new products1, ~~jointly with Licensor or otherwise~~2015, ~~based upon the Licensed Intellectual Property. The License Agreement provided us with an immediate revenue source~~ and ~~access~~ to ~~Licensor’s~~ ~~customer~~cease ~~base. The License Agreement specified that during the term of the license,~~ all ~~intellectual~~operations ~~property~~relating ~~rights in and~~ to ~~the~~sale ~~Licensed~~of ~~Intellectual~~hemp-based ~~Property~~products ~~remain~~for ~~the exclusive property of Licensor~~pets.

Based upon regulatory activity related to imposition of restrictions and limitations on the sale and marketing of hempbased health products for the veterinary market, on October 1, 2015, we elected to terminate our license agreement with CannaPet and cease all operations relating to sale of hempbased products for animals. Furthermore, based on advice from the Food and Drug Administration, as well as our regulatory counsel, we decided to revise our strategy and discontinue all efforts to develop and market hempbased health products.

On October 12, 2015, we entered into an agreement for the termination (“Termination Agreement”) of the License Agreement, effectively selling the discontinued operations. The Termination Agreement contained the following provisions:

● Termination of License: The parties agreed to terminate the License Agreement effective as of October 1, 2015, this termination was made by mutual agreement of the parties pursuant to and in accordance with the provisions of the License Agreement.

~~Termination~~● Return of ~~License:~~ ~~The~~Licensed ~~parties~~Intellectual Property: We agreed to ~~terminate~~return all Licensed Intellectual Property to the ~~License~~Licensor, ~~Agreement~~ and our right to use all, or any portion, of the Licensed Intellectual Property ceased effective as of October 1, 2015, ~~this~~Pursuant ~~termination~~to ~~was~~the ~~made~~terms ~~by mutual~~of ~~agreement~~the ofLicense Agreement, the ~~parties~~Licensed ~~pursuant~~Intellectual toProperty included the brand name “Canna-Pet” and incertain ~~accordance~~related ~~with the~~intellectual ~~provisions~~property, ofincluding, ~~the~~but ~~License~~not ~~Agreement~~limited, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain names, customer lists, supplier lists trade secrets and know- how, and other related intellectual property.

● Return of Other Property: In addition to return of the Licensed Intellectual Property, we agreed to transfer to Licensor all product inventory, Colorado hemp with permits and authorization, all production/fulfillment contracts, all e-commerce accounts and processing, all non-disclosure and research agreements and any and all other property in our possession which was used by us in the conduct of our business related to production and sale of medical cannabis products for pets made from hemp and low-THC cannabis plants.

~~Return~~● ofOffice ~~Licensed Intellectual Property: We agreed to return all Licensed Intellectual Property to the Licensor~~Space, Equipment and ~~our~~Employees: ~~right~~In toconjunction ~~use~~with ~~all, or any portion, of~~ the ~~Licensed~~execution ~~Intellectual Property ceased effective as~~ of ~~October 1, 2015, Pursuant to~~ the ~~terms~~Termination ~~of the License~~ Agreement, ~~the~~we ~~Licensed~~granted ~~Intellectual~~the ~~Property~~Licensor ~~included~~ the ~~brand name~~right ~~“Canna-Pet”~~to ~~and~~use ~~certain~~our ~~related~~office ~~intellectual property~~space, ~~including,~~for ~~but~~the ~~not~~three-month ~~limited,~~period ~~trademarks~~from ~~and~~October ~~copyrights~~1, ~~formulations,~~ ~~recipes,~~2015 ~~production~~through ~~processes~~December ~~and systems~~31, ~~websites~~2015, ~~domain~~ ~~names,~~on ~~customer~~a ~~lists, supplier lists trade secrets and know~~rent-free ~~how, and other related intellectual property~~basis.

●

Consideration: As consideration for the cancellation of the License Agreement and the return of other property, as described above, the Licensor agreed to waive payment by us and to release us from liability for payment of any and all unpaid royalties, invoices and other amounts which were otherwise currently due and payable by us to Licensor for sales of Canna-Pet products for all periods through and including September 30, 2015.

●

Collections: On October 15, 2015, we forwarded to the Licensor all payments received by us after September 30, 2015 (net of amounts received by us for taxes, duties, governmental charges, freight or shipping charges, and the like) for Canna- Pet products sold on or after October 1, 2015.

Furthermore, ●based on advice from the Food and Drug Administration, as well as our regulatory counsel, we decided to revise our strategy and discontinue all efforts to develop and market hemp-based health products. We currently are attempting to acquire or merge with an entity with significant operations in order to create a viable business model and value for our shareholders. Since October 2015 we have been a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act).

~~Return of Other~~All ~~Property: In addition to return~~ of ~~the~~our ~~Licensed~~business ~~Intellectual Property,~~operations weare ~~agreed~~carried toout ~~transfer~~through toour ~~Licensor~~wholly ~~all~~owned ~~product inventory~~subsidiary, ~~Colorado~~ ~~hemp~~Peak ~~with~~BioPharma ~~permits and authorization~~Corp., ~~all production/fulfillment~~a ~~contracts,~~Colorado ~~all~~corporation. ~~e-commerce accounts and~~Throughout ~~processing~~this Report, ~~all~~unless ~~non-disclosure~~otherwise ~~and~~noted ~~research~~or ~~agreements~~required ~~and~~by ~~any~~the ~~and all~~context, ~~other~~references ~~property~~to in“the ~~our~~Company,” ~~possession which was used by~~ “us,” ~~in the~~“we,” ~~conduct~~“our,” ofand ~~our~~similar ~~business~~terms ~~related~~refer to ~~production~~Peak ~~and~~Pharmaceuticals, ~~sale~~Inc. ofand ~~medical cannabis~~our ~~products~~wholly ~~for~~owned ~~pets~~subsidiary, ~~made~~Peak ~~from~~BioPharma ~~hemp and low-THC cannabis plants~~Corp.

We ●currently have authorized 325,000,000 shares of capital stock, consisting of (i) 300,000,000 shares of common stock, and (ii) 25,000,000 shares of “blank check” Preferred Stock.

Office Space, Equipment and Employees: In conjunction with the execution of the Termination Agreement, we granted the Licensor the right to use our office space, for the three-month period from October 1, 2015 through December 31, 2015, on a rent-free basis.

●

The following is a summary of the net assets sold as initially determined at Septembers 30, 2015 and updated October 15, 2015:

	October 15, 2015	September 30, 2015
Inventory	$45,436	$41,705
Prepaid Expenses	8,821	-
Deposits	8,179	8,678
Total assets	$62,436	$50,383
Accounts payable	103,548	124,396
Royalties payable	39,506	39,506
Accrued liabilities	285	15,341
Total liabilities	143,339	179,243
Net assets sold	$80,903	$128,860

Furthermore, based on advice from the Food and Drug Administration, as well as our regulatory counsel, we decided to revise our strategy and discontinue all efforts to develop and market hemp based health products. We currently are pursuing acquiring or merging with an entity with significant operations in order to create a viable business model and value for our shareholders.

All of our business operations are carried on through our wholly owned subsidiary, Peak BioPharma Corp., a Colorado corporation. Throughout this Report, unless otherwise noted or required by the context, references to “the Company,” “us,” “we,” “our,” and similar terms refers to Peak Pharmaceuticals, Inc. and our wholly owned subsidiary, Peak BioPharma Corp.

We currently have authorized 350,000,000 shares of capital stock, consisting of (i) 325,000,000 shares of common stock, and (ii) 25,000,000 shares of “blank check” Preferred Stock.

On August 15, 2012, our board of directors and stockholders owning a majority of our outstanding common shares, authorized a 50 for 1 forward stock split of our issued and outstanding common stock. The forward split became effective on September 27, 2012. Due to the forward split, each outstanding share was split into 50 shares. On March 11, 2014, our board of directors authorized a 1.5 for 1 forward stock split of our common stock in the form of a dividend. In connection therewith, our shareholders of record as of the close of business on March 28, 2014 received an additional 0.5 share of our common stock for each share of our issued and outstanding common stock held by them on such date. The forward stock split became effective on April 1, 2014.

Strategy and Outlook

If we can raise sufficient capital, of which there can be no assurance, our business strategy is to actively pursue additional opportunities and operating companies to merge with or acquire in furtherance of a profitable business and to build value for our shareholders.

Employees

As of of the date of this report we have 1no ~~employee,~~employees. Neil Reithinger, our sole and principal executive officer has no employment agreement with Company and receives no compensation in his capacity.

Subsidiaries

All of of our business operations ~~are~~historically had been carried on through our ~~whollyowned~~ wholly-owned subsidiary, Peak BioPharma Corp., a Colorado corporation.

Intellectual Property

We do not presently own any intellectual property.

Government Regulation

Based upon the regulatory activity related to imposition of restrictions and limitations on the sale and marketing of ~~hempbased~~hemp-based health ~~products~~ products for the veterinary market, on October 1, 2015, we elected to terminate our license agreement with ~~CannaPet~~Canna-Pet and cease all operations relating to sale of ~~hempbased~~hemp-based products for animals. Furthermore, based on advice from the Food and Drug Administration, as well as our regulatory counsel, we decided to revise our strategy and discontinue all efforts to develop and market ~~hempbased~~hemp-based health products. As a result, we are currently not subject to any government regulation.

ITEM 1A. RISK FACTORS

An investment in ~~our~~the Company’s common stock involves a number of very significant risks. You should carefully consider the ~~following~~risk factors ~~risks~~included ~~and~~in ~~uncertainties~~the “Risk Factors” section below, in addition to other information contained in this report in evaluating ~~our~~the ~~company~~ Company and its business before purchasing shares of ~~our~~its ~~company’s~~ common stock. ~~Our~~The Company’s business, operating results and financial condition could be ~~seriously~~adversely ~~harmed~~affected due to ~~any~~ ~~of the following risks. You could lose all or part of your investment due to~~ any of ~~these~~those risks.

Summary Risk Factors

The principal factors and uncertainties that make investing in our ordinary shares risky, include, among others:

Risks Related to Our Company

○

We have a limited operating history upon which investors can evaluate our future prospects. We may never attain profitability.

○

We have a history of losses, and we may not achieve or sustain profitability in the future.

○

We will require additional working capital in order to continue operations and we may not be able to secure the necessary additional financing.

○

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Risks Related to Investment

○

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

○

We may be unable to raise enough capital through sales of our equity and debt securities to implement our business plan.

○

The ability of our Board to issue additional stock may prevent or make more difficult certain transactions, including a sale or merger of the Company.

○

Restrictions on the use of Rule 144 by Shell Companies or Former Shell Companies could affect your ability to resale our shares.

○

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

○

We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

○

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Common Stock.

○

We may be subject to proposed SEC rules and amendments.

Risks Related to Our Company

We have a limited operating history upon which investors can evaluate our future prospects. We may never attain profitability.

Given our limited operating history, management has little basis on which to forecast future demand for our products and out anticipated revenues. Our anticipated and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our revenues to date have been from the CannaPet business, which we elected to terminate as of October 1, 2015, subsequent to the fiscal year ended September 30, 2015.

We have a history of losses, and we may not achieve or sustain profitability in the future.

We have incurred losses in each fiscal year since our incorporation in 2007. We anticipate that our operating expenses will increase in the foreseeable future as we continue to explore operating companies to merge with or acquire. These efforts may prove more expensive than we currently anticipate, and we may not succeed in generating sufficient revenues to offset these higher expenses. If we are unable to do so, we and our business, financial condition and operating results could be materially and adversely affected.

We will require additional working capital in order to continue operations and we may not be able to secure the necessary additional financing.

We will require additional working capital in order to continue to remain compliant under the Exchange Act and to continue to explore future business opportunities. We cannot be sure that this additional financing, if needed, will be available on acceptable terms or at all. Furthermore, any debt financing, if available, may involve restrictive covenants, which may limit our operating flexibility with respect to business matters. If additional funds are raised through the issuance of equity securities, the percentage ownership of our existing shareholders will be reduced, our shareholders may experience additional dilution in net book value, and such equity securities may have rights, preferences, or privileges senior to those of our existing shareholders. If adequate funds are not available on acceptable terms, or at all, we will be unable to develop or enhance our products and services, take advantage of future opportunities, repay debt obligations as they become due, or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition, and results of operations.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our historical financial statements have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued a report that included an explanatory paragraph referring to our recurring net losses and accumulated deficit, and expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to merge or acquire an operating business and obtain additional equity or debt financing or other capital and, ultimately, to generate revenue. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, if adequate funds are not available to us when we need it, and we are unable to find an operating company to merge with or acquire, we will be required to curtail our operations which would, in turn, further raise substantial doubt about our ability to continue as a going concern.

Risks Related to Investment

Any future issuance of our equity or equity -backed securities may dilute then current stockholders’ ownership percentages and ~~could~~ could also result in a decrease in the fair market value of our equity securities, because our assets would be owned by a larger pool of outstanding equity. As described above, we may need to raise additional capital through public or private offerings of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock. We may also issue such securities related to hiring or retaining employees and consultants as payment to providers of goods and services, in connection with future acquisitions or for other business purposes. Our Board may at any time authorize the issuance of additional common or preferred stock without common stockholder approval, subject only to the total number of authorized common and preferred shares set forth in our articles of incorporation. The terms of equity securities issued by us in future transactions may be more favorable to new investors, and may include dividend and/or liquidation preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect. Also, the future issuance of any such additional shares of common or preferred stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that any such future issuances will not be at a price (or exercise prices) below the price at which shares of our common stock are then traded.

We may be unable to raise enough capital through sales of our equity and debt securities to implement our business plan.

We will be largely dependent on capital raised through sales of our equity and debt securities. Currently, we have not made any arrangements to raise additional cash, and we cannot assure you that we will be able to raise the working capital as needed on terms acceptable to us, if at all. If we are unable to raise capital as needed, we will be unable to continue operations or to implement our business plan, and will be required to cease our operations entirely.

We may be unable to raise enough capital through sales of our equity and debt securities to implement our business plan.

We will be largely dependent on capital raised through sales of our equity and debt securities. Currently, we have not made any arrangements to raise additional cash, and we cannot assure you that we will be able to raise the working capital as needed on terms acceptable to us, if at all. If we are unable to raise capital as needed, we will be unable to continue operations or to implement our business plan and will be required to cease our operations entirely.

The ability of our Board to issue additional stock may prevent or make more difficult certain transactions, including a sale or merger of the Company.

We currently have authorized ~~350~~325,000,000 shares of capital stock consisting of (i) ~~325~~300,000,000 shares of common stock, and (ii) 25,000,000 shares of "“blank check"” Preferred Stock. As a result, our Board is authorized to issue up to 25,000,000 shares of ~~preferred~~ preferred stock with powers, rights and preferences designated by it. See “Preferred Stock” in the section of this Report titled “Description of Securities.” Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking to affect a takeover or otherwise gain control of the Company. The ability of the Board to issue such additional shares of Preferred Stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of of preferred stock to persons friendly to the Board could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.

Restrictions on the use of Rule 144 by Shell Companies or Former Shell Companies could affect your ability to resale our shares.

Historically, the SEC has taken the position that Rule 144 under the Securities Act, as amended, is not available for the resale of securities ~~initially~~ initially issued by companies that are, or previously were, shell companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in its amendments to Rule 144 which became effective on February 15, 2008, ~~which~~the amendments apply to securities acquired both before and after that date, by prohibiting the use of Rule 144 for resale of securities issued by shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company unless all of the following conditions are met:

● the issuer of the securities that was formerly a shell company has ceased to be a shell company;

● the issuer of the securities ~~that~~is ~~was~~subject ~~formerly~~to athe ~~shell~~reporting ~~company~~requirements ~~has~~of ~~ceased~~Section to13 beor ~~a shell~~15(d) ~~company.~~of the Exchange Act;

● the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

● at least one year has elapsed from the ~~issuer~~time ofthat the ~~securities~~ isissuer ~~subject~~filed tocurrent Form 10 type information with the ~~reporting~~SEC ~~requirements~~reflecting ofits ~~Section~~status ~~13 or~~as ~~15(d)~~an ofentity ~~the~~that ~~Exchange~~is ~~Act~~not a shell company.

Should ●we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing and remains listed on the OTC Markets or suspended from the OTC Markets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8K reports. and9

●

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing and remains listed on the OTC Markets or suspended from the OTC Markets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

The ~~SEC~~ SEC has adopted Rule ~~15g9~~15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any ~~equity~~ equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

● that a broker or dealer approve a person’s account for transactions in penny stocks; and

~~that~~● athe broker or dealer ~~approve~~receives from the investor a ~~person’s~~written ~~account~~agreement ~~for~~to ~~transactions~~the intransaction, ~~penny stocks.~~setting forth the identity and quantity of the penny stock to be purchased.

●

the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

9● obtain financial information and investment experience objectives of the person; and

● make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

obtain financial information and investment experience objectives of the person. and

●

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

● the basis on which the broker or dealer made the suitability determination; and

~~the~~● ~~basis~~that ~~on which~~ the broker or dealer ~~made~~received a signed, written agreement from the ~~suitability~~investor ~~determination~~prior to the transaction. ~~and~~

●

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of common stock and cause a decline in the market value of stock.

Disclosure also must be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the ~~commissions~~ commissions payable to both the ~~brokerdealer~~broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

To date, cash dividends have not been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock, subject to the limitation outlined herein. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

We do not have an effective system of internal control over financial reporting, and may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Common Stock.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.

We are required to disclose changes made in our internal controls and procedures on a quarterly basis and our management is required to assess the effectiveness of these controls annually. However, for as long as we are a shell company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of our internal controls over financial reporting could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls over financial reporting could lead to restatements of our financial statements and require us to incur the expense of remediation.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Not Applicable~~None.

ITEM 2. PROPERTIES

Our principal executive offices are located at 14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 85260. Our registered agent is Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880 Reno, NV 89501.

We believe that our facilities are generally in good condition and suitable to carry on our business. We also believe that, if required, ~~Intellectual~~suitable ~~Property~~alternative or additional space will be available to us on commercially reasonable terms.

We do not presently own any intellectual property.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market ~~information~~ Information

Our ~~From May 17, 2010 until September 11, 2013, our~~ shares of common stock ~~were~~ are quoted on the OTC ~~Bulletin Board and the OTCQB~~Markets, ~~under~~Pink ~~the stock symbol “SURF~~Tier,” ~~from September 12, 2013 until March 23, 2014,~~ under the symbol “~~FWSI,~~PKPH.” ~~from~~On ~~March~~December 2416, ~~2014~~ ~~until February 4~~2022, ~~2015 under~~ the ~~symbol “CTCO,” and since February 5, 2015 under the symbol “PKPH.” The following table shows the reported high and low~~ closing ~~bid prices~~price ~~per~~of ~~share for~~ our common stock ~~based~~reported ~~on information provided~~ by the OTC Markets. ~~The~~was ~~over-the-counter~~$0.044 ~~market~~per ~~quotations set forth for our common stock reflect interdealer prices, without retail markup, markdown or commission and may not necessarily represent actual transactions~~share.

Quarter Ended	Bid High	Bid Low
September 30, 2016	$ 0.210	$ 0.017
June 30, 2016	$ 0.340	$ 0.060
March 31, 2016	$ 0.100	$ 0.050
December 31, 2015	$ 0.215	$ 0.055
September 30, 2015	$ 0.300	$ 0.110
June 30, 2015	$ 0.280	$ 0.110
March 31, 2015	$ 0.750	$ 0.110
December 31, 2014	$ 0.700	$ 0.140

Transfer Agent

The transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 NNorth Dallas Parkway, Suite 380, Plano, ~~Texas~~ Texas 75093. Their phone number is (469) 633-0101 and their website is www.stctransfer.com.

Holders of Common Stock

As of of the date of this ~~Report~~report, we have 78,363,567 shares of common stock issued and outstanding held by approximately 19 stockholders of record.

Registration Rights

There were no registration rights as of September 30, ~~2016~~2021.

Dividends

We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements. Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the Board deems relevant.

11Securities Authorized for Issuance Under Equity Compensation Plans

There ~~ITEM~~were 6.no ~~SELECTED~~equity ~~FINANCIAL~~compensation ~~DATA~~plans formally approved by the shareholders of the Company as of September 30, 2021.

Recent ~~Not applicable.~~Sales of Unregistered Securities

During the fiscal year ended September 30, 2021, we undertook no sales of unregistered securities.

Issuer Purchases of Equity Securities

During the fiscal year ended September 30, 2021, we did not repurchase any of our equity securities.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements because of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made, and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, clinical developments which management expects or anticipates will or may occur in the future, including statements related to our technology, market expectations, future revenues, financing alternatives, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events. They are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in this Annual Report on Form 10-K, information in press releases, and other communications to shareholders issued by us from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.12

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events. They are not guarantees of future performance, they are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in this Annual Report on Form 10-K, information in press releases, and other communications to shareholders issued by us from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures

We use United States GAAP financial measures in the section of this report captioned “Management’s Discussion and Analysis or Plan of Operation” (MD&A), unless otherwise noted. All the GAAP financial measures used by us in this report relate to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this annual report. All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise. Please see our “Risk Factors” for a list of our risk factors.

Overview

This subsection of MD&A provides an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our financial results for the periods covered.

12Going Concern

The consolidated financial statements contained in this report have been prepared assuming that the Company will continue as a going concern. The Company had cumulative net losses through September 30, 2021 of $5,189,587, as well as negative cash flows of $14,256 from operating activities. The Company’s cash and cash equivalents balance as of September 30, 2021 was $261,152. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While we will actively seek to identify sources of liquidity, there are no assurances that such additional sources of liquidity can be obtained on terms acceptable to us on a commercially reasonable basis, or at all. These factors raise substantial doubt about our ability to continue as a going concern. Furthermore, our “going concern” and lack of commercial operations may make it more difficult for us to raise funds.

The consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability. If the Company raises additional funds through the issuance of equity, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its future plans for developing its business and achieving commercial revenues. If the Company is unable to obtain the necessary capital, the Company may have to cease operations.

Results of Operations

Comparison of the ~~Twelve~~Fiscal ~~Months~~Years Ended September 30, ~~2016~~2021 to the ~~Twelve~~ ~~Months~~Fiscal Years Ended September 30, ~~2015~~2020

Revenue

No ~~For~~revenue or cost of sales were generated for the years ended September 30, ~~2016~~2021 ~~and~~or ~~2015~~September 30, ~~there was no revenue.~~2020

Expenses

The Company’s expenses for the years ended September 30, 2016 and 2015, are summarized as follows:

	Year ended September 30,
	2016	2015
General and administrative	$189,928	$462,688
Depreciation and amortization	18,974	11,893
Stock based compensation	(1,296,431)	1,864,297
Total operating expenses	$(1,087,529)	$2,338,878

The decrease in general and administrative expenses for the year ended September 30, 2016, compared to the year ended September 30, 2015 of $272,760 is due to the termination of the license agreement with Canna-Pet, LLC and the overall reduction related to the operation of that business. The increase in depreciation & amortization of $7,081 for year ended September 30, 2016 compared to 2015, is due to the remainder of the website being amortized and a true-up entry for discontinued operations. The decrease in equity based compensation of $3,160,728 for the year ended September 30, 2016 compared to 2015 was due to the forfeiture and reversal of stock options to officers.

Discontinued Operations

Our Canna-Pet business segment began operations in October 2014. Due to recent regulatory activity related to imposition of restrictions and limitations on the sale of hemp-based health products for pets, on October 1, 2015, we elected to terminate our license agreement with Canna-Pet, LLC and to cease all operations relating to sale of hemp-based products for pets.

The income (loss) from discontinued operations presented in the statements of operations consists of the following for the year ended periods ended September 30, 2016 & 2015:

	Year ended September 30,
	2016	2015
Revenues	$-	$1,039,393
Cost of goods sold	-	(305,295)
General and administrative	(6,197)	(700,160)
Gain on disposal of discontinued operations	80,903	-
Depreciation	-	(850)
Interest	-	(48)
Total operating expenses	$74,706	$33,040

Operating ~~Other Income (Expense)~~Expenses

	Year ended September 30,
	2016	2015
Interest Expense	$-	$2,202
Total operating expenses	$-	$2,202

The Company’s expenses for the years ended September 30, 2021 and 2020, are summarized as follows:

The decrease in other expense for the year ended September 30, 2016 compared to the prior year is mainly attributable to the scaling down of operations and termination of the license agreement with Canna-Pet.

	Years ended September 30,
	2021		2020
General and administrative (including $40,608 and $783 of fees paid to related party)	$	68,721	$	5,535
Total operating expenses	$	68,721	$	5,535

The increase in general and administrative expenses for the year ended September 30, 2021, compared to the year ended September 30, 2020 of $63,186 is due primarily to an increase in audit and accounting fees.

Other Expenses

	Years ended September 30,
	2021			2020
Interest Expense (including related party interest of $24 and $0)	$	(10,397	)	$	(9,476	)
Gain on forgiveness of debt		3,029			-
Total other expenses	$	(7,368	)	$	(9,476	)

Interest expense increased by $921 for the year ended September 30, 2021 from the comparative period of 2020 due to accrued interest on the note payable issued in June 2021. The gain on forgiveness of debt of $3,029 was a result of a decrease of accounts payable as a result of vendor adjustments.

Liquidity and Capital Resources

Working Capital

The following table sets forth a summary of changes in working capital for the ~~twelve~~years ~~months~~ ended September 30, ~~2016~~2021 and ~~2015~~ 2020:

	Year ended September 30,
		Years ended September 30,
	2016	2015
		2021			2020
Current Assets	~~$1,304~~	$~~261,789~~	261,152		$	408
Current Liabilities	~~142,762~~	~~288,632~~	587,337			250,504
Working capital	~~$(141,458)~~	$~~(26,843)~~	(326,185	)	$	(250,096	)

The ~~decrease~~increase in current assets of $260,744 is mainly due to aan ~~decrease~~increase in cash ~~resulting~~ from ~~cash~~the ~~used~~issuance ~~in operating activities~~ of ~~$200,352~~notes payable during the year ended September 30, ~~2016~~2021. The ~~decrease~~increase in current liabilities of $336,833 is due primarily ~~from~~to ~~the~~an ~~elimination~~increase ofin ~~the~~accounts payable and accrued expenses, ~~liabilities~~as ~~related~~well toas ~~discontinued~~notes ~~operations~~payable issued during the year ended September 30, ~~2016~~2021.

Cash Flows

The following table sets forth a summary of changes in cash flows for the ~~twelve~~years ~~months~~ ended September 30, ~~2016~~2021 and ~~2015~~2020:

	Twelve Months Ended September 30,
		Years Ended September 30,
	2016	2015
		2021			2020
Net cash used in operating activities	~~$(200,352)~~	$~~(247,589)~~	(14,256	)	$	(119	)
Net cash provided by (used in) investing activities	-	-
Net cash provided by financing activities		$	275,000		$	-
Net cash provided by financing activities	-	(2,186)
Net change in cash		$	260,744		$	(119	)
Change in cash	$(200,352)	$(249,775)

As ~~The increase~~of inSeptember ~~net~~30, 2021, our cash ~~used~~balance inwas ~~operating~~$261,152. ~~activities~~The isCompany ~~mainly~~does ~~due~~not ~~to the~~expect ~~scaled~~its ~~down~~current ~~business~~cash ~~operations~~and ~~after~~operating ~~the~~income ~~termination~~to ~~and~~be sufficient ~~discontinued~~to meet its financial needs for continuing operations ofover ~~Canna-Pet~~the next twelve months.

Net cash used in operations for the twelve months ended September 30, 2016 was $200,352 mainly due to payments of general and administrative expenses during this period.

We need to raise additional operating capital on an immediate basis. Although the expenses of our operations have been significantly reduced due to the termination of the license agreement as outline in Note 3 of the financial statements, we need to still evaluate raising additional capital through the sale of equity securities, through an offering of debt securities or through borrowing from individuals. There can be no assurance that such a plan will be successful.

As of the date of this filing, we do not have enough sufficient cash on hand to cover our operating expenses through the next quarter. In the absence of any ongoing commercial operations, we need enough cash to pay certain outside professionals to maintain our compliance under the Securities Act of 1934. Management anticipates that it will require an additional $30,000 over the next twelve months to cover such costs.

Net ~~Going~~cash ~~Concern~~used in operations for the year ended September 30, 2021 was $14,256 due primarily to the net loss that was incurred during the year.

Net ~~The audited~~cash ~~consolidated~~provided ~~financial~~by ~~statements~~financing ~~contained~~activities infor ~~this annual report have been prepared assuming that~~ the ~~Company~~year will continue as a going concern. Since inception, the Company has financed its operations primarily through proceeds from the issuance of common stock and convertible notes payable. As of September 30, 2016, the Company had an accumulated deficit of $5,004,860. During the twelve months ended September 30, ~~2016~~2021 ~~and~~was ~~2015, the Company incurred net income and losses of~~ $1275,~~162,235~~000 ~~and~~due ~~$2,308,040, respectively, and used cash in operating activities of $200,352 and $247,589, respectively. These conditions raise substantial doubt about the Company’s ability~~ to ~~continue as a going concern. Presently, we do not have sufficient cash resources to meet our plans for~~ the ~~next~~ ~~twelve~~issuance ~~months.~~of ~~These~~notes ~~factors~~payable ~~raise substantial doubt about the~~during ~~Company’s ability to continue as a going concern. The audited consolidated financial statements do not include any adjustments that may be necessary should~~ the ~~Company be unable to continue as a going concern~~year. ~~Our continuation as a going concern is dependent on our ability to obtain additional financing as may be required and ultimately to attain profitability.~~

We may need to evaluate raising additional capital through the sale of equity securities, through an offering of debt securities or through borrowing from individuals. There can be no assurance that such a plan will be successful.

Cash Requirements

As ~~Management~~of the date of this filing, we do not have sufficient cash on hand to cover our operating expenses through the next fiscal year. As of ~~anticipates~~December ~~that~~16, it2022, ~~will~~we ~~require~~had ancash ~~additional~~and cash equivalents of approximately $3097,000. ~~over~~During the year ended September 30, 2021, the Company received ~~next~~an ~~twelve~~aggregate ~~months~~of to$275,000 ~~cover~~related ~~costs.~~to ~~This~~the ~~amount~~issuance ~~could~~of ~~increase~~14 ifnotes ~~we encounter~~payable ~~difficulties~~to ~~that~~various wenoteholders, ~~cannot~~including ~~anticipate~~an ataggregate ~~this~~of ~~time~~$35,000 oras ifa result weof ~~acquire~~two ~~other~~notes ~~businesses.~~payable Asissued ofto the ~~date~~Company’s ofChief ~~this~~Executive ~~filing~~Officer, wea ~~had~~related party. The notes are unsecured, bear interest at ~~cash~~1.5% ~~and~~per ~~cash~~annum, ~~equivalents~~mature ofon ~~approximately~~September ~~$15~~30,~~000~~ 2021, have not been extended, and are currently in default. There can be no assurance, however, that additional financing will be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek additional financing. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Off-Balance Sheet Arrangements

We ~~have~~ have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 2016, the Company does not have any cash equivalents.

Accounts Receivable

The company does not presently have any Accounts Receivable.

Non-controlling Interest

None

Net Loss Per Share of Common Stock

The Company has adopted ASC Topic 260 Earnings per Share, which provides for calculation of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings (loss) per share. The Company excludes equity instruments from the calculation of diluted earnings per share if the effect of including such instruments is anti-dilutive. As of September 30, 2016, the Company has 3,291,000 stock options outstanding. As of September 30, 2015, the Company had 7,791,000 stock options outstanding.

Income Taxes

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For ~~the~~ the years ended September 30, ~~2016~~2021 and ~~2015~~2020 we did not have any interest and penalties or any significant unrecognized uncertain ~~tax~~ tax positions.

Convertible ~~Stock-Based~~Notes ~~Compensation~~Payable

We ~~periodically~~review ~~issue~~convertible ~~stock~~notes ~~options~~payable and ~~warrants~~the torelated ~~employees~~subscription ~~and non-employees~~agreements into ~~non-capital~~determine ~~raising~~the ~~transactions~~appropriate ~~for~~reporting ~~services~~within ~~and for~~the ~~financing costs~~financial statements. We ~~account~~report ~~for~~convertible ~~stock~~notes ~~option~~payable ~~and~~as ~~warrant~~liabilities ~~grants issued~~at ~~and~~their ~~vesting~~carrying tovalue ~~employees~~less ~~based~~unamortized ondiscounts ~~ASC~~in ~~718~~accordance ~~Compensation—Stock~~with ~~Compensation, where~~ the ~~award~~applicable isaccounting ~~measured~~guidance. atWe ~~its~~bifurcate ~~fair~~conversion ~~value at~~options ~~the date of grant~~ and isreport ~~amortized~~them ~~ratably~~as ~~over~~liabilities ~~the~~at ~~service period.~~fair Wevalue ~~account~~at ~~for~~each ~~stock~~reporting ~~option and warrant grants issued and~~period ~~vesting~~when torequired ~~non-employees~~ in accordance with ~~ASC~~the ~~505~~applicable ~~Equity,~~accounting ~~where~~guidance. ~~the~~No ~~value~~gain ofor ~~the stock~~loss ~~compensation~~ is ~~based~~reported ~~upon~~when the ~~measurement~~notes ~~date~~are asconverted ~~determined at~~into ~~either (a) the date at which a performance commitment is~~shares ~~reached,~~of orour ~~(b)~~common atstock ~~the~~in ~~date~~accordance atwith ~~which~~ the ~~necessary~~note’s ~~performance to earn the equity instruments is complete~~terms.

Fair Value Measurements

During the fiscal year ended September 30, 2016, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. The Company has also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent sources. Unobservable inputs are inputs that reflect Peak’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.

The Company’s financial instruments consist of cash, accounts receivable, notes receivable, accounts payable, notes payable, accrued liabilities and derivative liabilities. The estimated fair value of cash, accounts receivable, notes receivable, accounts payable, notes payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets.

Goodwill

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

Concentrations of Credit Risk

The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal.

Newly Issued Accounting Pronouncements

On InAugust ~~May 2014~~5, 2020, the ~~Financial Accounting Standards Board (“~~FASB”) issued Accounting Standards Update ~~No. 2014-09~~ (ASU) ~~2014~~2020-~~09) "Revenue~~06, ~~from~~Debt—Debt ~~Contracts~~ with ~~Customers."~~Conversion ~~ASU~~and ~~2014-09~~Other ~~will~~Options ~~supersede~~(Subtopic ~~most current revenue recognition guidance, including industry~~470-~~specific~~20) ~~guidance.~~and ~~The~~Derivatives ~~underlying~~and ~~principle~~Hedging—Contracts isin ~~that~~Entity’s ~~an entity~~Own ~~will~~Equity ~~recognize~~(Subtopic ~~revenue~~815-40, ~~upon~~which simplifies the ~~transfer of goods or~~accounting ~~services~~for tocertain ~~customers~~financial ininstruments anwith ~~amount~~characteristics ~~that~~of ~~the~~liabilities ~~entity~~and ~~expects~~equity, toincluding ~~be entitled~~convertible toinstruments inand ~~exchange~~contracts ~~for~~on an ~~those~~entity’s ~~goods~~own ~~or services~~equity. The ~~guidance provides~~ASU’s aamendments ~~five-~~are ~~step~~effective ~~analysis~~for ofpublic ~~transactions~~business toentities ~~determine~~that ~~when and~~are ~~how~~not ~~revenue~~smaller isreporting ~~recognized.~~companies for ~~Other~~fiscal ~~major~~years ~~provisions~~beginning ~~include capitalization~~after ofDecember ~~certain~~15, ~~contract costs~~2021, ~~consideration~~and ofinterim ~~the~~periods ~~time value~~within ofthose ~~money~~fiscal inyears. ~~the~~For ~~transaction~~all ~~price~~other entities, ~~and~~the ~~allowing estimates of~~amendments ~~variable consideration to be recognized before contingencies~~ are ~~resolved~~ ineffective ~~certain~~for ~~circumstances.~~fiscal ~~The~~years ~~guidance~~beginning ~~also~~after ~~requires enhanced~~December ~~disclosures regarding the nature~~15, ~~amount~~2023, ~~timing~~ and ~~uncertainty~~ ofinterim ~~revenue~~periods ~~and~~within ~~cash~~those ~~flows~~fiscal ~~arising from an entity’s contracts with customers~~years. The guidance ismay ~~effective~~be ~~for~~early ~~the~~adopted ~~interim~~for ~~and~~fiscal ~~annual~~years ~~periods~~ beginning ~~on or~~ after December 15, ~~2016 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. On July 9~~2020, ~~2015,~~and ~~the~~interim ~~FASB~~periods ~~decided~~within tothose ~~delay~~fiscal ~~the effective date of the new revenue standard by one year~~years. The ~~FASB~~Company ~~also~~has ~~agreed~~determined tothat ~~allow entities to choose to adopt~~ the ~~standard~~adoption as of ~~the original~~this ~~effective~~guidance ~~date.~~has ~~The~~no ~~Company~~impact ison ~~currently~~its ~~evaluating~~consolidated ~~the impact~~financial ~~of this standard~~statements.

In ~~August~~June ~~2014~~2016, the FASB issued ASU ~~2014~~No. 2016-1513, ~~Presentation~~Financial ofInstruments ~~Financial Statements~~-~~Going~~ ~~Concern~~Credit Losses (~~Subtopic~~Topic ~~205-40~~326): ~~Disclosure~~Measurement of Credit Losses on Financial ~~Uncertainties~~Instruments ~~about~~(“ASU an2016-13”). ~~Entity’s~~ASU ~~Ability~~2016-13 toamends ~~Continue~~the asguidance ~~a Going~~on ~~Concern.~~the ~~ASU~~impairment ~~2014-15~~of ~~defines~~financial ~~management’s~~instruments. This update adds ~~responsibility~~an toimpairment ~~evaluate~~model ~~whether~~(known ~~there~~as the current expected credit losses model) that is ~~substantial~~based ~~doubt~~on ~~about~~expected losses rather than incurred losses. anUnder ~~organization’s~~the ~~ability~~new toguidance, ~~continue~~an entity recognizes, as aan ~~going~~allowance, ~~concern~~its ~~and to~~estimate ~~provide~~of ~~related~~expected ~~footnote~~credit ~~disclosures~~losses. ~~The~~In ~~amendments~~November in2019, ~~this~~the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). ~~are~~ASU 2019-10 changes the effective ~~for~~date of the ~~annual~~credit ~~period~~loss ~~ending~~standard (ASU 2016-13) to fiscal years beginning after December 15, ~~2016~~2022, including ~~and~~interim ~~for annual~~ periods ~~and~~within ~~interim~~those ~~periods~~fiscal ~~thereafter,~~years ~~although early~~for ~~adoption~~smaller isreporting ~~permitted~~companies. ~~This~~Further, ~~guidance~~the isASU ~~not~~clarifies ~~expected~~that tooperating ~~have~~lease receivables anare ~~impact~~not onwithin the ~~financial~~scope ~~statements~~ of ~~the~~ASC ~~Company.~~326-20 Ifand ~~any~~should ~~event occurs~~instead inbe ~~future~~accounted ~~periods~~for ~~that~~under ~~could~~the ~~affect~~new ~~our~~leasing ~~ability~~standard, toASC ~~continue~~842. The Company has determined asthat ~~going~~the ~~concern,~~adoption weof ~~will~~this ~~provide~~guidance ~~appropriate~~has ~~disclosures~~no ~~as required~~impact byon ~~ASU~~its ~~2014-15~~consolidated financial statements.

Recently InAdopted ~~July 2015, the Financial~~ Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory. According to ASU 2015-11, an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company elected to early adopt the above. The adoption doesn’t have a significant impact on the Company’s consolidated financial position or results of operations.Pronouncements

In ~~During November~~December ~~2015~~2019, the FASB issued ASU ~~2015~~No. 2019-1712, ~~Balance~~Income ~~Sheet Classification of Deferred~~ Taxes, ~~which~~– ~~simplifies~~Simplifying the ~~presentation of~~Accounting ~~deferred~~for ~~income~~Income ~~taxes.~~Taxes (Topic 740), (“ASU ~~2015~~2019-1712”), ~~provides~~which ~~presentation requirements~~simplifies toincome ~~classify deferred~~ tax ~~assets~~accounting ~~and~~in ~~liabilities~~various ~~as noncurrent~~areas inincluding, abut ~~classified~~not ~~statement~~limited ofto, ~~financial~~the ~~position.~~accounting ~~The~~for ~~standard~~hybrid istax ~~effective~~regimes, ~~for~~tax ~~fiscal~~implications ~~years~~related ~~beginning~~to ~~after~~business ~~December 15~~combinations, ~~2016,~~ ~~including~~and interim ~~periods~~period ~~within~~accounting ~~that~~for ~~reporting~~enacted ~~period.~~changes ~~Early~~in tax law, ~~adoption~~along with some codification improvements. ASU 2019-12 is ~~permitted~~effective for ~~any~~ interim and annual ~~financial statements~~periods ~~that~~beginning ~~have~~after ~~not~~December ~~yet~~15, ~~been issued~~2020. The WeCompany ~~early~~ adopted ASU ~~2015~~ 2018-1713 ~~effective~~on ~~December~~September 3130, ~~2015~~2021 onand ahas ~~prospective~~determined ~~basis.~~that ~~The~~ the adoption ~~did~~of ~~not~~this ~~have~~guidance ahad ~~significant~~no impact on ~~the~~its ~~Company’s~~ consolidated financial ~~position or results of operations~~statements.

1816

In ~~January~~August ~~2016~~2018, the FASB issued ASU ~~2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities~~No. ~~The pronouncement requires equity investments (except those accounted for under the equity method of accounting~~2018-13, orDisclosure ~~those~~Framework ~~that~~– ~~result~~Changes into ~~consolidation of~~ the ~~investee) to~~Disclosure beRequirements ~~measured~~for atFair ~~fair~~Value ~~value with changes in fair value recognized~~Measurement ~~in net income.~~ (“ASU ~~2016~~2018-0113”), ~~requires~~which ~~public~~eliminates ~~business~~certain ~~entities~~disclosure torequirements ~~use the~~for ~~exit price notion when measuring the~~ fair value ofmeasurements ~~financial instruments~~ for ~~disclosure~~all ~~purposes~~entities, requires ~~separate presentation~~ ofpublic ~~financial~~entities ~~assets~~to ~~and~~disclose ~~financial~~certain ~~liabilities~~new byinformation ~~measurement category~~ and ~~form~~modifies ofsome ~~financial~~disclosure ~~asset,~~requirements. ~~and~~The ~~eliminates~~guidance ~~the requirement~~is effective for ~~public~~all ~~business~~ entities for tofiscal ~~disclose~~years ~~the~~beginning ~~method(s) and~~after ~~significant~~December ~~assumptions~~15, ~~used~~2019, toincluding ~~estimate~~interim ~~the~~periods ~~fair~~therein. ~~value~~Early ~~that~~adoption is ~~required~~ topermitted ~~be disclosed~~ for ~~financial~~any ~~instruments measured at~~eliminated ~~amortized~~or ~~cost.~~modified ~~These~~disclosures ~~changes~~upon ~~become~~issuance ~~effective~~of ~~for~~ASU ~~the Company's fiscal year beginning January 1,~~ 2018-13. The ~~expected~~Company ~~adoption~~adopted ~~method of~~ ASU ~~2016~~2018-0113 ison ~~being~~October ~~evaluated~~1, by2020 ~~the~~and ~~Company~~has ~~and~~determined ~~the~~that ~~adoption~~the isadoption ~~not~~of ~~expected~~this toguidance ~~have~~had ano ~~significant~~ impact on ~~the~~its ~~Company’s~~ consolidated financial ~~position or results of operations~~statements.

On ~~In February~~May ~~2016~~10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) ~~2016~~2017-~~02,~~09 “Compensation—Stock ~~Leases~~Compensation (Topic ~~842~~718): Scope of Modification Accounting”, which ~~supersedes~~provides ~~the~~guidance ~~existing~~to ~~guidance~~clarify when to account for ~~lease~~a ~~accounting,~~change ~~Leases (Topic~~to ~~840).~~the ~~ASU~~terms ~~2016~~or conditions of a share-02based ~~requires~~payment ~~lessees~~award toas ~~recognize~~a ~~leases~~modification. onUnder the new guidance, modification ~~their~~accounting ~~balance~~is ~~sheets~~required only if the fair value, ~~and~~the ~~leaves~~vesting ~~lessor~~conditions, ~~accounting~~or ~~largely~~the classification of the award (as equity or liability) changes ~~unchanged.~~as ~~The~~a ~~amendments~~result of the change in ~~this~~terms ~~ASU~~or ~~are~~conditions. The guidance is effective prospectively for ~~fiscal years~~all ~~beginning~~companies ~~after~~for ~~December~~annual 15periods In August 2018, the FASB issued ASU No. 2018-13, ~~and~~Disclosure ~~interim~~Framework ~~periods~~– ~~within~~Changes to the Disclosure Requirements for Fair Value Measurement ~~those~~(“ASU ~~fiscal~~2018-13”), ~~years.~~which ~~Early~~eliminates ~~application~~certain isdisclosure ~~permitted~~requirements for fair value measurements for all entities, requires public entities. ~~ASU~~to ~~2016-02~~disclose ~~requires~~certain anew ~~modified~~information ~~retrospective~~and ~~approach~~ modifies some disclosure requirements. The guidance is effective for all ~~leases~~entities for ~~existing~~fiscal ~~at,~~years orbeginning ~~entered~~after ~~into~~December ~~after~~15, ~~the~~2019, ~~date~~including ~~of initial~~interim ~~application,~~periods ~~with~~therein. anEarly ~~option~~adoption tois ~~elect~~permitted tofor ~~use~~any ~~certain~~eliminated ~~transition~~or ~~relief~~modified disclosures upon issuance of ASU 2018-13. The Company isadopted ~~currently~~ASU ~~evaluating~~2018-13 ~~the~~on ~~impact~~October 1, 2020 and has determined that the adoption of this ~~new~~guidance ~~standard~~had no impact on its consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by Item 8 is included following the "“Index to Financial Statements"” on page F-1 contained in this annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On ~~None~~March 17, 2017, we engaged Dale Matheson Carr-Hilton Labonte LLP (“DMCL”) as our independent registered public accounting firm. Effective February 21, 2021, we dismissed DMCL as our independent registered public accounting firm engaged to audit our consolidated financial statements and engaged Friedman LLP (“Friedman”) as the Company’s independent registered public accounting firm.

Through the reporting periods ended September 30, 2017, there have been no disagreements with DMCL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of DMCL would have caused them to make reference thereto in their report on the financial statements.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and our Chief Financial Officer, we performed an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules ~~13a15~~ 13a-15(e) and ~~15d15~~15d-15(e) under the Exchange Act, as of the end of the period covered by this annual report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer who is also our Chief Financial Officer concluded that, as of September 30, ~~2016~~2021, our disclosure controls ~~and~~ and procedures were not effective to provide reasonable assurance that material information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods ~~specified~~ specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

Based on this evaluation, we determined that as of September 30, 2021, our disclosure controls and procedures were not effective due to the following:

●

We do not have a majority of independent directors on our board of directors, which may result in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

●

We have an inadequate number of personnel to properly implement control procedures.

●

Due to the size and lack of resources of our Company, we have not fully developed formal accounting policies and procedures.

●

We have not properly complied with all aspects of the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Management’s Report on Internal Control over Financial Reporting

As of of September 30, ~~2016~~2021, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of ~~Sponsoring~~ Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the ~~inappropriate~~ inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

19The matters involving internal controls and procedures that our management considered to be material weaknesses were:

~~The matters~~(i) ~~involving~~lack ~~internal controls and procedures that our management considered to be material weaknesses under the standards~~ of ~~the~~a ~~Public~~functioning ~~Company~~audit ~~Accounting Oversight Board were:~~committee;

(iii) inadequate segregation of duties consistent with control objectives; and

~~lack~~(iii) ofineffective ~~a functioning~~controls ~~audit~~over ~~committee;~~period-end financial disclosure and reporting processes.

The ~~(ii)~~aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of September 30, 2021.

inadequate segregation of duties consistent with control objectives; and

(iii)

ineffective controls over period-end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of September 30, 2016.

Management believes the weaknesses identified above have not had any material effect on our financial statements. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes as soon as practicable and as resources allow, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to remediate these material weaknesses.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the year ended September 30, ~~2016~~2021 that have materially ~~affected,~~ affected or are reasonably likely to materially affect our internal control over financial reporting.

Management’s Remediation Plan

Subject to raising additional working capital, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the next fiscal year once we have identified a suitable business to acquire and as our capital resources allow:

(i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management and implement modifications to our financial controls to address such inadequacies;

~~appoint~~(ii) ~~additional qualified~~adopt ~~personnel~~sufficient towritten ~~address~~policies ~~inadequate~~and ~~segregation~~procedures offor ~~duties~~accounting and ~~ineffective~~ ~~risk management and implement modifications to our~~ financial ~~controls to address such inadequacies~~reporting; and

(iiiii) appoint independent board members and a functioning audit committee.

adopt sufficient written policies and procedures for accounting and financial reporting; and

(iii)

appoint independent board members and a functioning audit committee

The remediation efforts set out in (i) is largely dependent upon our company identifying and acquiring a suitable operating business and securing additional financing to cover the costs of hiring the requisite personnel and implementing the changes required. If we are unsuccessful in such endeavors, remediation efforts may be delayed. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our financial statements for the year ended September 30, ~~2016~~2021 are ~~fairly~~ fairly stated, in all material respects, in accordance with US GAAP.

ITEM 9B. OTHER INFORMATION

None.

20ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers, Promoters and Control Persons

Set forth below is the present director and executive officer of the Company. Except as set forth below, there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. Other than as set forth below, there are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.

Name	~~Position Held with Company~~	~~Age~~Position Held with Company	~~Date First Elected or Appointed~~	Age		Date First Elected or Appointed
Neil Reithinger (1)	~~Chief Executive Officer, Chief Financial Officer and Director~~	46Chief Executive Officer, Chief Financial Officer and Director	~~April 6, 2016~~	52		April 6, 2016

Notes

⁽¹⁾

On April 6, 2016, the Board of Directors of the Company accepted the resignation of Arnold Tinter as Chief Executive Officer and Chief Financial Officer, effective as of March 31, 2016, and in accordance with the provisions of Section 4.4 of the Company’s Bylaws, appointed Neil Reithinger as Chief Executive Officer and Chief Financial Officer, to fill the vacancies created by the resignation of Mr. Tinter. Furthermore, in accordance with the provisions of Section 3.6 of the Company’s Bylaws, Neil Reithinger was appointed as a member of the Company’s Board of Directors to fill the vacancy created by the resignation of Vered Caplan, to serve for the remainder of her unexpired term as a director, and thereafter until his successor has been duly elected and qualified.

Business Experience

The following is a brief account of the education and business experience of Neil Reithinger, our sole officer and director, during the past five years, indicating his principal occupation during the period, and the name and principal business of the organization by which he was employed.

Neil Reithinger – Chief Executive Officer, Chief Financial Officer and Director

Mr. Reithinger is the Founder and President of Eventus Advisory Group, LLC (“Eventus”), a private, CFO-services firm ~~incorporated~~ incorporated in Arizona that specializes in capital advisory and SEC compliance for publicly-traded and emerging growth companies, a firm he founded in 2009. He ~~is also the President of Eventus Consulting, P.C., a registered CPA firm in Arizona, a firm he founded in 2012. He~~ has also been Chief Financial Officer, Secretary and Treasurer of Orgenesis Inc. since August 2014. Mr. Reithinger earned a B.S. in Accounting from the University of Arizona and is a Certified Public Accountant. He is a Member of the American Institute of Certified Public Accountants and the Arizona Society of Certified Public Accountants.

Family Relationships

Being our sole officer and director, there are no family relationships that are relevant.

Significant Employees

We do not have other significant employees.

Committees of Board of Directors

There are currently no committees of the Board of Directors.

Term of Office

Our directors cease to hold office immediately before their election at an annual general meeting or their appointment by the unanimous ~~resolution~~ resolution of our shareholders, but are eligible for reelection or reappointment. Notwithstanding the foregoing, our directors hold office until their successors are elected or appointed, or until their deaths, resignations or removals. Our officers hold office at the discretion of our board of directors, or until their deaths, resignations or removals.

Potential Conflicts of Interest

We are not aware of any conflicts of interest with our directors and officers.

Director Independence

We ~~are~~ are not currently subject to listing requirements of any national securities exchange or ~~interdealer~~inter-dealer quotation system which has ~~requirements~~ requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” Currently, we have one director, Neil Reithinger, who is not “independent” within the definition of independence provided in the Marketplace Rules of The NASDAQ Stock Market.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act, as amended, requires our executive officers and directors, and persons who own more than 10% of of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange ~~Commission~~ Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, during the year ended September 30, ~~2016~~2021, the filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied.

Code of Ethics

In December 2013, we adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal ~~accounting~~ accounting officer or controller, persons performing similar functions as well as to our directors and employees. A copy of our Code of Ethics was filed as Exhibit 14.1 to our Annual Report on Form ~~10K~~10-K for the fiscal year ended September 30, 2013, as filed with the Securities and Exchange Commission on December 27, 2013.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended September 30, ~~2016,~~2021 and ~~2015~~2020 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended September 30, ~~2016.~~2021; (ii) all individuals that were serving as executive officers of ours at the end of the fiscal year ended September 30, ~~2016~~ 2021 that received annual compensation during the fiscal year ended September 30, ~~2016~~2021 in excess of $100,000.; and (iii) all individuals not serving as executive officers of ours at the end of the fiscal year ended September 30, ~~2016~~2021 that received annual compensation during the fiscal year ended September 30, ~~2016~~2021 in excess of $100,000.

Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonequity Incentive Plan Compensation ($)		Change in Pension Value and Non Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Neil Reithinger CEO & CFO ¹		2021 2020		- -		- -		- -		- -		- -		- -		- -		- -

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Nonequity Incentive Plan Compensa- tion ($)	Change in Pension Value and Non Qualified Deferred Compensation Earnings ($)	All Other Compensa tion ($)	Total ($)
Neil Reithinger CEO & CFO 1	2016 2015	- -	- -	- -	- -	- -	- -	- -	- -
Soren Mogelsvang, CEO 1	2016 2015	$ 43,750 -	- -	- -	- -	- -	- -	- -	$ 43,750 -
Arnold Tinter, CFO 1	2016 2015	- -	- -	- -	- -	- -	- -	- -	- -

Notes

(1) ~~During~~Neil ~~the~~Reithinger ~~year~~was ~~ended~~appointed ~~September~~as 30Chief Executive and Chief Financial Officer on April 6, 2016,. Mr. ~~Mogelsvang~~Reithinger &is ~~Mr.~~the ~~Tinter~~Founder ~~tenured~~and ~~their~~President ~~resignations~~of asEventus. ~~the~~Eventus ~~Chief~~provides ~~Executive~~accounting ~~and~~services ~~Chief~~to ~~Financial~~the ~~Officer.~~Company ~~Neil~~in ~~Reithinger~~connection ~~was~~with ~~appointed~~audit ascoordination, ~~Chief~~financial ~~Executive~~statement preparation and ~~Chief~~SEC ~~Financial~~filings. ~~Officer~~Eventus onis ~~April~~owned 6by Mr. Reithinger, ~~2016~~our sole officer and director. NoThe ~~officers~~Company ~~received~~pays ~~compensation~~customary ~~through~~fees ~~fiscal~~for these services. During the year ~~end~~ended September 30, ~~2016~~2021 and 2020, we incurred fees to Eventus of $40,608 and $783, respectively.

Outstanding Equity Awards at Fiscal Year End

The following table summarizes the outstanding equity awards held by each named executive officer of our company as of September 30, ~~2016~~ 2021.

Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options Unexercisable (#) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option ~~Expir-~~Expiration ~~ation~~ Date Number of Shares or Units of Stock that have not Vested (#) Market Value of Shares or Units of Stock that have not Vested (#) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($) ~~Soren Mogelsvang - - - - - - - - - Arnold Tinter - - - - - - - - -~~ Neil Reithinger - - - - - - - - -

2321

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our company or a change in our directors’ or executive officers’ responsibilities following a change in control.

Director Compensation

The following table sets forth for each director, certain information concerning ~~his~~their compensation for the year ended September 30, 2021 ~~2016~~and 2020.

	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All other Compensation ($)	Total ($)
		Date		Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All other Compensation ($)	Total ($)
Neil Reithinger	-	-2021	-	-	-	-	-	-	-	-	-	-
Cohava Gelber	$12,000	-	-	-	-	-	$12,000
		2020		-		-		-	-	-	-	-
Guy Yachin	$12,000	-	-	-	-	-	$12,000

We ~~have~~ have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive ~~retirement~~ retirement plans, tax qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s ~~responsibilities~~responsibility following a change in control.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth, as of ~~September~~December 3016, ~~2016~~2022, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current ~~directors~~ directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

In the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d3 of the Securities Exchange Act of 1934 based on information provided to us by our controlling stockholder, executive officers and directors, and this information does not necessarily indicate beneficial ownership for any other purpose. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days.

Security Ownership of Certain Beneficial Holders

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(1)(2)
Common Stock	~~Aaron~~Neil ~~Gelber~~Reithinger ~~14645~~14201 ~~Sulky~~N ~~Court~~Hayden ~~Run~~Road, ~~Mokesville~~Suite A-1 Scottsdale, VAAZ ~~20181~~85260	14,~~939~~439,999 Direct	1918.064%
Common Stock	~~Iris~~Sukh ~~Yachin~~Athwal 72103-1383 ~~Orchard~~Marinaside ~~Way~~Crescent ~~North~~West ~~Potomac~~Vancouver, MDBC, ~~20854~~Canada V6Z 2W9	1417,~~939~~139,999 Direct	1921.069%
Common Stock	Talal Yassin 3040 Rosebery Ave West Vancouver, BC, Canada V7V 349	4,871,319 Direct	6.222%
	Total Beneficial Holders as a Group	3433,751,317 Direct	4446.345%

Security Ownership of Management

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)(2)
Common Stock	Neil Reithinger 14201 N Hayden Road, Suite A-1 Scottsdale, AZ 85260	-14,439,999 Direct	-18.4%
Common Stock	Directors & Executive Officers as a group (1 person)	-14,439,999 Direct	-18.4%

Notes

(1)

Percentages are based upon 78,363,567 shares of our common stock issued and outstanding as of ~~September~~December 3016, ~~2016~~2022.

(2)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock underlying options, warrants or notes currently exercisable or convertible or exercisable within 60 days of ~~September~~December 3016, ~~2016~~2022 are deemed outstanding for the purpose of computing the percentage of the person holding such option, warrant or note but are not deemed outstanding for computing the percentage of any other person.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Except as set out below, as of September 30, ~~2016~~2021, there have been no transactions, or currently proposed transactions, in which we were or or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year -end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

25● any director or executive officer of our company;

● any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

● any ~~director~~promoters ~~or executive~~and ~~officer~~control ~~of our company~~persons; and

● any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

~~any~~Effective June ~~person~~15, ~~who beneficially~~2015, ~~owns~~Neil Reithinger was appointed as President, ~~directly~~Treasurer, orSecretary ~~indirectly~~and a director, ~~shares~~and ~~carrying~~is ~~more~~now the Company’s sole director ~~than~~and 5%officer. Mr. Reithinger is the Founder and President of Eventus Advisory Group, LLC, a private, CFO-services firm (“Eventus”). Eventus provides accounting and advisory services to the ~~voting~~Company ~~rights~~in ~~attached~~connection with audit coordination, financial statement preparation and SEC filings. The Company pays customary fees for these services. During the years ended September 30, 2021 and 2020, the Company incurred fees to ~~our~~Eventus ~~outstanding~~of ~~shares~~$45,848 and $783, respectively, and owed Eventus $51,109 and $13,143, respectively, as of September 30, 2021 ~~common~~and ~~stock;~~2020. The office space used by the Company is provided by Eventus at no charge.

●

any promoters and control persons; and

●

any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

In connection with the approval of our 2014 Equity Incentive Plan on May 22, 2014, our Board of Directors granted 4,000,000 nonstatutory stock options under the 2014 Plan with an exercise price of $0.20 per share to our President and Chief Executive Officer, Soren Mogelsvang, and granted 500,000 nonstatutory stock options under the 2014 Plan with an exercise price of $0.20 per share to our Treasurer and Chief Financial Officer, Arnold Tinter.

On June 26, 2014, we entered into a Services Agreement with Caerus Discovery, LLC. (See “Description of Business – Research Services Agreement”). Cohava Gelber, one of our directors, is the Chief Executive Officer, President and Principal Equity Holder of Caerus. Soren Mogelsvang, our President, Chief Executive Officer and a director previously served as Caerus’ Vice President of Research and Development.

Name of Related Party Relationship with the Company Soren Mogelsvang Former President and Chief Executive Officer Guy Yachin Former Board Member Cohava Gelber Former Director

	September 30, 2016	September 30, 2015
Soren Mogelsvang	$43,750	$-
Guy Yachin	12,000	-
Cohava Gelber	12,000	-
	$67,750	$-

Named Executive Officers and Current Directors

For information regarding compensation for our named executive officers and current directors, see “Executive Compensation.”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Accounting Fees

On ~~Effective July~~March 1217, ~~2016~~2017, ~~Eide~~we ~~Bailly~~engaged Dale Matheson Carr-Hilton Labonte LLP (“~~Eide Bailly~~DMCL”) ~~resigned~~ as our independent registered public accounting firm. Effective Onas ~~March~~of 17February 2021, ~~2017,~~ we dismissed DMCL as our independent registered public accounting firm engaged ~~Dale~~to ~~Matheson~~audit ~~Carr-Hilton~~our ~~Labonte~~consolidated financial statements and engaged Friedman LLP (“~~DMCL~~Friedman”) on February 21, 2021 as ~~our~~the ~~new~~Company’s independent registered ~~public~~ public accounting firm for the fiscal year ended September 30, 2018. The following table sets forth the fees billed to the Company for professional services rendered by ~~Eide~~Friedman ~~Bailly and DMCL, respectively,~~ for each of the years ended September 30, ~~2016~~ 2021 and ~~2015~~2020, respectively:

	DMCL		EIDE BAILLY
		Friedman
Services	~~2016~~	~~2015~~2021	~~2016~~	~~2015~~	2020
Audit fees	$-	$-	~~$26~~15,~~500~~000	$-	$	15,000
Audit related fees	-	-	-	-		-
Tax fees	-	-	-	-		-
All other fees	-	-	-	-		-
Total fees	$-	$-	~~$26~~15,~~500~~000	$-	$	15,000

Audit Fees

The audit fees were paid for the audit services of our annual and quarterly reports ~~and issuing consents for our registration statements~~.

Pre-Approval Policies and Procedures

Our ~~board~~sole ofdirector ~~directors~~ preapproves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by ~~the~~our ~~board~~sole ~~of directors~~director before the respective services were rendered. Our ~~board of~~sole ~~directors~~director has considered the nature and amount of fees billed and believes that the provision of services for activities unrelated to the audit is compatible with maintaining ~~their~~ their respective independence.

2724

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit
Number	Description
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1	Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)
2.2	Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)
2.1	Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)
2.2	Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)
2.1	Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)
2.2	Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
3.1.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)
3.1.3	Certificate of Change (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Specimen Common Stock Certificate (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
4.1	Form of Registrant’s 10% Senior Convertible Promissory Note (incorporated by reference to our Registration Statement on Form 8-K filed on October 17, 2013)
(16)	Letter Regarding Change in Certifying Accountant
(10)	Material Contracts
16.1	Responsive Letter from Eide Bailly LLP (incorporated by reference to our Registration Statement on Form 8-K filed on July 18, 2016)
10.1	Convertible Promissory Note dated March 21, 2017 with Trius Holdings Limited (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on March 31, 2016.)
10.2	Convertible Promissory Note dated March 30, 2017 with Sukh Athwal (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on March 31, 2016.)
10.3	Convertible Promissory Note dated January 10, 2018 with Mediapark Investments Limited (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2018)
10.4	Convertible Promissory Note dated April 2, 2018 with Sukh Athwal (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2018)
10.5	First Amendment to Convertible Promissory Note dated May 7, 2018 with Sukh Athwal (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2018)
10.6	First Amendment to Convertible Promissory Note dated May 7, 2018 with Trius Holdings Limited (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2018)
10.7	Promissory Note dated June 14, 2021 with Neil Reithinger (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on December December 19, 2022)
10.8	Promissory Note dated June 16, 2021 with Scott Lauer (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on December December 19, 2022)
10.9	Promissory Note dated June 30, 2021 with Utopia Capital, LLC (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on December December 19, 2022)
10.10*	Promissory Note dated July 6, 2021 with Church & Keeler, Inc.
10.11*	Promissory Note dated July 6, 2021 with Draper, Inc.
10.12*	Promissory Note dated July 6, 2021 with Happy David Walters
10.13*	Promissory Note dated July 9, 2021 with Carriage House Capital, Inc.
10.14*	Promissory Note dated July 22, 2021 with John Walters Nick, Jr.
10.15*	Promissory Note dated July 22, 2021 with Gary Goodman
10.16*	Promissory Note dated July 26, 2021 with Stefan Galluppi
10.17*	Promissory Note dated August 4, 2021 with Justin Schreiber
10.18*	Promissory Note dated August 6, 2021 with Alexander Limited
10.19*	Promissory Note dated August 12, 2021 with Aliunde Limited
10.20*	Promissory Note dated September 28, 2021 with Neil Reithinger
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data Files
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

28ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

PEAK PHARMACEUTICALS

By: /s/ Neil Reithinger Neil Reithinger Chief Executive Officer & Chief Financial Officer Date: September 12, 2017

	By:	/s/ Neil Reithinger
	Neil Reithinger
	Chief Executive Officer & Chief Financial Officer
	Date: December 19, 2022

2926

PEAK PHARMACEUTICALS, INC. CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2016

TABLE OF CONTENTS

	~~Page~~	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FRIEDMAN LLP, PCAOB ID No. 711)		F-1
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets	F-3
Consolidated Balance Sheets as of September 30, 2021 and 2020		F-2
Consolidated Statements of Operations	F-4
Consolidated Statements of Operations for the Years Ended September 30, 2021 and 2020		F-3
Consolidated Statements of Shareholders’ Deficit	F-5
Consolidated Statements of STOCKholders’ DeficiT for the Years Ended September 30, 2021 and 2020		F-4
Consolidated Statements of Cash Flows	F-6
Consolidated Statements of Cash Flows for the Years Ended September 30, 2021 and 2020		F-5
Notes to Consolidated Financial Statements	~~F-7~~	F-6

~~F-1~~27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To ~~the~~ ~~Stockholders~~the ~~and~~ Board of Directors and Stockholders of Peak Pharmaceuticals, Inc.

Opinion Weon ~~have audited~~ the ~~accompanying~~Financial consolidated balance sheet of Peak Pharmaceuticals, Inc. (the “Company”) as of September 30, 2016 and the related consolidated statements of operations, stockholders' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.Statements

We ~~conducted~~have ~~our~~audited ~~audit~~the inaccompanying ~~accordance~~consolidated ~~with~~balance ~~the~~sheets ~~standards~~ of ~~the~~Peak ~~Public Company~~Pharmaceuticals, ~~Accounting~~Inc. ~~Oversight Board~~ (~~United~~the ~~States~~“Company”). ~~Those~~as ~~standards require~~of ~~that~~September we30, 2021 ~~plan~~ and ~~perform~~2020, anand ~~audit to obtain reasonable assurance whether~~ the ~~financial~~related consolidated statements ~~are free~~ of ~~material misstatement. The Company is not required to have~~operations, ~~nor~~stockholders’ ~~were we engaged to perform~~deficit, anand ~~audit~~cash offlows ~~its~~for ~~internal~~each ~~control over financial reporting. Our audit included consideration~~ of ~~internal~~the ~~control~~years ~~over~~in ~~financial~~the ~~reporting~~two-year asperiod aended ~~basis~~September ~~for~~30, ~~designing~~2021 ~~audit~~and ~~procedures that~~2020, ~~are~~and ~~appropriate~~the inrelated ~~the~~notes ~~circumstances,~~(collectively ~~but~~referred ~~not~~to ~~for~~as the ~~purpose~~“financial statements”). ofIn ~~expressing~~our an opinion, on the ~~effectiveness~~financial ofstatements ~~the~~present ~~Company's internal~~fairly, ~~control~~in ~~over~~all ~~financial~~material ~~reporting. Accordingly~~respects, wethe ~~express no~~financial ~~such~~position ~~opinion.~~of Anthe ~~audit~~Company ~~also~~as ~~includes~~of ~~examining~~September 30, on2021 aand ~~test basis~~2020, ~~evidence~~ ~~supporting~~and the ~~amounts~~results ~~and~~of ~~disclosures~~its inoperations ~~the~~and ~~financial statements.~~its Ancash ~~audit~~flows ~~also~~for ~~includes~~each ~~assessing~~of the ~~accounting principles~~years ~~used~~in ~~and~~the ~~significant~~two-year ~~estimates~~period ~~made~~ended bySeptember 30, ~~management~~2021, ~~as well~~in asconformity ~~evaluating~~with ~~the~~accounting ~~overall~~principles ~~financial~~generally ~~statement~~accepted ~~presentation.~~in ~~We believe~~the ~~that~~United ~~our~~States ~~audit~~of ~~provides a reasonable basis for our opinion~~America.

Substantial InDoubt ~~our opinion,~~about ~~based on our audit, these consolidated financial statements present fairly, in all material respects,~~ the ~~financial position~~Company’s ofAbility ~~Peak~~to ~~Pharmaceuticals,~~Continue ~~Inc.~~ as ofa ~~September~~Going ~~30, 2016 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.~~Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 32 to the ~~consolidated~~ financial statements, the Company ~~has~~had an accumulated deficit of $5,189,587 and a working capital deficiency, ~~has~~of ~~incurred~~$326,185 ~~losses~~as ~~since~~of September ~~inception~~30, ~~and~~ ~~has~~2021. ~~negative~~During ~~cash~~the ~~flows~~year ~~from~~ended ~~operations.~~September ~~The~~30, 2021, the Company ~~requires additional~~incurred ~~funds~~a tonet ~~meet~~loss ~~its~~of ~~obligations~~$76,089 and used cash in operating activities of $14,256. As of September 30, 2021, the ~~costs~~Company had cash of ~~its operations~~$261,152. These ~~factors~~conditions raise substantial doubt about the Company'’s ability to continue as a going concern. Management'’s evaluation of the events and conditions and management’s plans inregarding those ~~this~~matters ~~regard~~also are described in Note 32. The ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Basis ~~The consolidated financial statements of Peak Pharmaceuticals, Inc.~~ for ~~the~~ ~~year ended September 30, 2015 were audited by another auditor who expressed an unmodified opinion on those financial statements on January 12, 2016.~~Opinion

These ~~DALE~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ~~MATHESON~~financial ~~CARR-HILTON~~statements ~~LABONTE~~based ~~LLP~~on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We ~~CHARTERED~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain ~~PROFESSIONAL~~reasonable ~~ACCOUNTANTS~~assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~Vancouver~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error ~~Canada~~or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical ~~September 12,~~Audit ~~2017~~Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Friedman LLP

We have served as the Company’s auditor since 2021.

Marlton, New Jersey

December 19, 2022

F-1

PEAK PHARMACEUTICALS, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			September 30,
	2021			2020
Assets
Current assets:
Cash	$	261,152		$	408
Total Assets	$	261,152		$	408

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable (including $133,986 and $88,020 due to related parties)	$	214,136		$	162,532
Accrued liabilities		35,201			24,972
Convertible notes payable		20,000			20,000
Notes payable		283,000			43,000
Note payable – related party		35,000			-
Total Liabilities		587,337			250,504

Stockholders’ deficit
Preferred stock, $0.0001 par value, 25,000,000 authorized, none issued or outstanding		-			-
Common stock, $0.0001 par value, 300,000,000 shares authorized, 78,363,567 shares issued and outstanding		7,836			7,836
Additional paid in capital		4,855,566			4,855,566
Accumulated deficit		(5,189,587	)		(5,113,498	)
Total Stockholders’ Deficit		(326,185	)		(250,096	)
Total Liabilities and Stockholders’ Deficit	$	261,152		$	408

The accompanying footnotes are an integral part of these consolidated financial statements.

F-2

PEAK PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED BALANCE SHEETS


	For the Twelve Months Ended
	September 30,
	2021			2020
Operating expenses:
General and administrative (including fees paid to related party of $40,608 and $783)	$	68,721		$	5,535
Total operating expenses		68,721			5,535

Operating loss		(68,721	)		(5,535	)

Other (expense) income:
Interest expense (including related party interest of $24 and $0)		(10,397	)		(9,476	)
Gain on forgiveness of debt		3,029			-
Total other expenses, net		(7,368	)		(9,476	)

Net loss	$	(76,089	)	$	(15,011	)

Per share information:
Weighted average shares outstanding - basic and diluted		78,363,567			78,363,567

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)

	As of September 30,
	2016	2015
Assets
Current assets:
Cash	$1,304	$201,656
Prepaid expenses	-	7,250
Assets of discontinued operations held for sale	-	50,383
Total current assets	1,304	259,289
Fixed assets, net of depreciation	-	1,336
Intangible assets, net of amortization	-	18,245
Deposit	-	2,500
Total Assets	$1,304	$281,370
Liabilities and stockholders' deficit
Liabilities
Accounts payable	$82,526	$43,238
Accounts payable - related parties	47,877	27,000
Accrued liabilities	12,359	39,151
Liabilities of discontinued operations held for sale	-	179,243
Total current liabilities	142,762	288,632
Total Liabilities	142,762	288,632
Stockholders’ Deficit
Preferred stock, $.00001 par value, 25,000,000 authorized, none issued or outstanding	-	-
Common stock, $0.0001 par value, 325,000,000 shares authorized, 78,363,562 shares issued and outstanding, as of September 30, 2016 and 2015	7,836	7,836
Additional paid in capital	4,855,566	6,151,997
Accumulated deficit	(5,004,860)	(6,167,095)
Total Stockholders’ Deficit	(141,458)	(7,262)
Total Liabilities and Stockholders’ (Deficit)	$1,304	$281,370

The accompanying footnotes are an integral part of these consolidated financial statements.

F-3

PEAK PHARMACEUTICALS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

CONSOLIDATED STATEMENTS OF OPERATIONS


	Common Stock				Additional Paid		Accumulated
	Shares		Amount		In Capital		Deficit			Total
Balance, September 30, 2019		78,363,567	$	7,836	$	4,855,566	$	(5,098,487	)	$	(235,085	)

Net loss		-		-		-		(15,011	)		(15,011	)
Balance, September 30, 2020		78,363,567	$	7,836	$	4,855,566	$	(5,113,498	)	$	(250,096	)

Net loss		-		-		-		(76,089	)		(76,089	)
Balance, September 30, 2021		78,363,567	$	7,836	$	4,855,566	$	(5,189,587	)	$	(326,185	)

	For the Years Ended September 30,
	2016	2015
Operating expenses (recovery):
General and administrative	$189,928	$462,688
Amortization	18,974	11,893
Equity based compensation	(1,296,431)	1,864,297
Total operating expenses (recovery)	(1,087,529)	2,338,878
Operating income (loss)	1,087,529	(2,338,878)
Other expenses
Interest	-	(2,202)
Total other expenses	-	(2,202)
Loss from continuing operations	1,087,529	(2,341,080)
Income from operations of discontinued Canna-Pet component (including gain on disposal of $80,903 for the year ended September, 30, 2016)	74,706	33,040
Net and comprehensive income (loss)	$1,162,235	$(2,308,040)
Per share information - basic and fully diluted:
Basic weighted average shares outstanding	78,363,562	78,276,605
Diluted weighted average shares outstanding	80,919,572	78,276,605
Continuing operations:
Net income (loss) per share - basic and diluted	$0.01	$(0.03)
Discontinued operations:
Net income (loss) per share - basic and diluted	$0.00	$0.00

The accompanying footnotes are an integral part of these consolidated financial statements.

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

F-4

PEAK PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

CONSOLIDATED STATEMENT OF STOCKHOLDER’ DEFICIT

	2021			2020
Cash flows from operating activities:
Net loss	$	(76,089	)	$	(15,011	)
Adjustment to reconcile net loss to net cash used in operating activities:
Gain on debt forgiveness		(3,029	)		-
Change in operating assets and liabilities:
Accounts payable		8,667			4,632
Accounts payable - related parties		45,966			783
Accrued liabilities		10,229			9,477
Net cash used in operating activities		(14,256	)		(119	)

Cash flows from financing activities:
Proceeds from issuance of notes payable		240,000			-
Proceeds from issuance of note payable – related party		35,000			-
Net cash provided by financing activities		275,000			-

Net change in cash		260,744			(119	)
Cash, beginning of year		408			527
Cash, end of year	$	261,152		$	408

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

	Common Stock		Additional Paid	Accumulated
	Shares	Amount	In Capital	Deficit	Total
Balance, September 30, 2014	78,163,562	$7,816	$4,287,720	$(3,859,055)	$436,481
Shares issued for services to non-employees	200,000	20	35,980	-	36,000
Equity based compensation	-	-	1,828,297	-	1,828,297
Net loss	-	-	-	(2,308,040)	(2,308,040)
Balance, September 30, 2015	78,363,562	7,836	6,151,997	(6,167,095)	(7,262)
Equity based compensation, net of forfeitures	-	-	(1,296,431)	-	(1,296,431)
Net income	-	-	-	1,162,235	1,162,235
Balance, September 30, 2016	78,363,562	$7,836	$4,855,566	$(5,004,860)	$(141,458)

The accompanying footnotes are an integral part of these consolidated financial statements.

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

F-5

PEAK PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED SEPTEMBER 30, 2021

NOTE ~~CONSOLIDATED~~1 ~~STATEMENTS~~– NATURE OF ~~CASH~~OPERATIONS, ~~FLOWS~~BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	For the Years Ended September 30,
	2016	2015
Cash flows from operating activities
Net income (loss)	$1,162,235	$(2,308,040)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation	729	850
Amortization of Website	18,245	11,894
Shares issued for services to non-employee	-	36,000
Equity based compensation	(1,296,431)	1,828,297
Other	607	-
Change in operating assets and liabilities
Prepaid expenses	7,250	(412)
Deposits	2,500	-
Assets of disconinued operations held for sale	50,383	(50,383)
Liabilities of disconinued operations held for sale	(179,243)	179,243
Accounts payable and accrued liabilities	(14,504)	38,855
Accounts payable - related parties	47,877	16,107
Net cash used in operating activities	(200,352)	(247,589)
Cash flows from investing activities
Purchase of equipment	-	(2,186)
Net cash provided by investing activities	-	(2,186)
Net change in cash	(200,352)	(249,775)
Cash, beginning of period	201,656	451,431
Cash, end of period	$1,304	$201,656
Supplemental disclusre of cash flow information
Cash paid for interst	$2,250	$2,250
Cash paid for income taxes	$-	$-

The Company was incorporated in Nevada on December 18, 2007. After a number of name changes, we again, changed our name to Peak Pharmaceuticals, Inc. on December 23, 2014. This name was consistent with our business operations and plans relating to development, manufacturing and marketing of hemp-based nutraceutical and supplement products for the human and animal health markets. On October 1, 2015, we discontinued certain operations of the Company.

The ~~accompanying~~Company ~~footnotes~~is ~~are~~currently ana ~~integral~~“shell ~~part~~company” of(as ~~these~~such ~~condensed consolidated~~term ~~financial~~is ~~statements~~defined in Rule 12b-2 under the Exchange Act).

FThroughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Peak Pharmaceuticals, Inc. and its wholly-6owned subsidiary, Peak BioPharma Corp.

PEAK PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED SEPTEMBER 30, 2016

NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in Nevada on December 18, 2007. After a number of name changes, we again changed our name to Peak Pharmaceuticals, Inc. on December 23, 2014. This name was consistent with our business operations and plans relating to development, manufacturing and marketing of hemp-based nutraceutical and supplement products for the human and animal health markets. On October 1, 2015, we discontinued certain operations of the Company.

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Peak Pharmaceuticals, Inc. and its subsidiary, Peak BioPharma Corp.

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~audited~~ consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiary Peak BioPharma Corp. All inter-company balances and transactions among the companies have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made in connection with the accompanying consolidated financial statements include the ~~estimate of~~ valuation ~~of stock-based compensation, and valuation~~ allowances against net ~~deferred~~ deferred tax assets and accounting for convertible debt.

Financial ~~Revenue Recognition and Cost of Sales~~Instruments

Our ~~We recognize~~financial ~~revenue~~instruments ~~from~~consist ~~products sold when there is persuasive evidence~~ of ~~an arrangement~~cash, ~~delivery~~accounts ~~has occurred or services have been rendered~~payable, ~~the~~notes ~~sales~~payable ~~price is determinable~~ and ~~collection~~convertible ~~is reasonably assured~~notes. ~~Revenue~~The ~~represents~~carrying ~~the~~values ~~sale~~ of ~~products~~these ~~and~~instruments ~~related~~approximate ~~shipping~~fair ~~fees.~~value ~~Revenue~~due ~~is included in income from operations of BioPharma’s discontinued CannaPet component, Cost of sales includes the cost of products sold and shipping costs attributable~~ to the ~~revenue.~~short-term ~~Cost~~maturities of ~~sales~~these ~~is included in income from operations of BioPharma’s discontinued CannaPet component~~instruments.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2016, the Company does not have any cash equivalents.

Inventory

Inventory, which is included in assets of discontinued operations held for sale, is stated at the lower of cost or market on a first in first out basis.

F-7

Equipment

Equipment consists of computer equipment and is recorded at cost less accumulated depreciation. The Company’s equipment is amortized on a straight-line basis over its estimated life.

Net Loss Per Share of Common Stock

The Company follows ASC Topic 260 Earnings per Share, which provides for calculation of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings (loss) per share. The Company excludes equity instruments from the calculation of diluted earnings per share if the effect of including such instruments is anti-dilutive. As of September 30, 2016, the Company has 3,291,000 stock options outstanding and no warrants outstanding. As of September 30, 2015, the Company had 7,791,000 stock options outstanding and no warrants outstanding.

Income Taxes

Income taxes are provided based upon the liability method of accounting pursuant to the ASC Topic 740 Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard to allow recognition of such an asset.

Equity Based Payments

Equity based payments are accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation. The compensation cost is based upon fair value of the equity instrument at the date grant. The fair value has been estimated using the BlackSholes option pricing model. In addition, payments made to nonemployees are accounted for in accordance with ASC Topic 505, EquityBased payments to NonEmployees.

Fair Value Measurements

Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements and Disclosures ("“ASC 820"”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices.

~~Level 2~~ F- Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.6

Level 2 - Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 - Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

In ~~The Company’s~~some ~~financial~~circumstances, ~~instruments~~the ~~consist~~inputs used to measure fair value might be categorized within different levels of ~~cash,~~the ~~accounts~~fair value hierarchy. In ~~receivable~~those instances, ~~and~~the ~~accounts~~fair ~~payable.~~value ~~The~~measurement ~~estimated~~is categorized in its entirety in the fair value ofhierarchy ~~these financial~~based ~~instruments~~on ~~approximate~~the ~~their~~lowest ~~carrying~~level ~~amounts~~input that ~~due~~is significant to the ~~short-term~~ ~~nature~~fair ofvalue ~~these instruments~~measurement.

~~F-8~~Loss Per Share

We ~~Certain non-financial~~calculate ~~assets~~net ~~are~~loss ~~measured~~per atshare ~~fair~~in ~~value~~accordance onwith aASC ~~nonrecurring basis.~~Topic ~~Accordingly~~260, ~~these~~Earnings ~~assets~~per ~~are~~Share. ~~not~~Basic ~~measured~~net ~~and~~loss ~~adjusted~~per toshare is computed by dividing ~~fair~~net ~~value~~loss onby anthe ~~ongoing~~weighted ~~basis~~average number of shares of common stock outstanding for the period, ~~but~~and ~~are~~diluted ~~subject~~earnings toper ~~periodic~~share is computed ~~impairment~~by ~~tests~~including common stock equivalents outstanding for the period in the denominator. ~~These~~For ~~items~~the ~~primarily~~years ~~include~~ended ~~long-lived~~September ~~assets~~ 30, 2021 and ~~other~~2020, any ~~intangible~~equivalents ~~assets~~would have been anti-dilutive as we had net losses for the periods then ended.

As of September 30, 2021 and 2020, the Company had two convertible notes with principal and accrued interest balances totaling $32,366 and ~~Intangible~~$29,366, ~~Asset~~respectively. The note holders are entitled, at their option, to convert all or a part of their options at the date into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lender’s notice of conversion, subject to a floor of $0.01. These common stock equivalents of approximately 311,210 and 3,058,935 shares for the years ended September 30, 2021 and 2020, respectively, are not included in the calculation of diluted EPS as their effect would be anti-dilutive.

As ~~The intangible~~of ~~asset is our website that was being amortized over the expected useful life which we estimated to be three years. During the year ended~~ September 30, ~~2016,~~2021 itand ~~was~~2020, ~~determined~~ the ~~website~~Company ~~is fully~~had ~~impaired~~3,291,000 asin itstock isoptions nooutstanding ~~longer~~which ~~used~~are ~~and~~exercisable asat ~~such~~the weholders’ ~~expensed the~~option, ~~remaining~~with ~~balance~~an toexercise ~~amortization~~price ~~expense~~of $0.0067, ~~Amortization~~which ~~expense charged~~are tonot ~~operations~~included ~~for~~in the ~~twelve-month~~calculation ~~period~~of ~~ended~~diluted ~~September 30,~~EPS ~~2016~~as ~~and~~their ~~2015,~~effect ~~was~~would ~~$18,245~~be ~~and $11,894, respectively~~anti-dilutive.

Cash ~~Long-lived~~and ~~Assets~~Cash Equivalents

The OnCompany ~~a periodic~~considers ~~basis,~~all ~~management~~highly ~~assesses~~liquid ~~whether~~investments ~~there~~with ~~are~~an ~~any indicators~~original ~~that~~maturity ~~the value~~ of ~~our~~three ~~long-lived~~months ~~assets~~or ~~may~~less bewhen ~~impaired. An~~purchased ~~asset’s~~to ~~value may~~ be ~~impaired~~cash ~~only if management’s~~equivalents. ~~estimate~~As of ~~the~~September ~~aggregate future cash flows~~30, ~~on an undiscounted basis~~2021, ~~to be generated by~~ the ~~asset~~Company ~~are~~does ~~less~~not ~~than~~have ~~the~~any ~~carrying value~~cash ~~of the asset~~equivalents.

Convertible ~~Our only~~Notes long lived assets are our website and computer equipment. If impairment has occurred, the loss is measured as the excess of the carrying amount of the asset over its fair value. Our estimates of aggregate future cash flows expected to be generated by our long-lived asset are based on several assumptions that are subject to economic and market uncertainties. As these factors are difficult to predict, and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in their impairment analyses may not be achieved. During the twelve months ended September 30, 2016, we charged $18,245 to amortization expense for the impairment of our website.Payable

We review convertible notes payable and the related subscription agreements to determine the appropriate reporting within the financial statements. We report convertible notes payable as liabilities at their carrying value less unamortized discounts in accordance with the applicable accounting guidance. We bifurcate conversion options and report them as liabilities at fair value at each reporting period when required in accordance with the applicable accounting guidance. We had no such liabilities as of September 30, 2021 and 2020. No gain or loss is reported when the notes are converted into shares of our common stock in accordance with the note’s terms.

Income Taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss carryforwards. The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not recognition threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, the duration of statutory carryforward periods, and tax planning alternatives. The Company assesses the likelihood that uncertain tax positions will be accepted by the applicable taxing authority based on the technical merits of the position. Tax positions meeting the more-likely-than-not recognition threshold are measured and recognized in the consolidated financial statements at the largest amount of benefit that has a greater than 50% likelihood of being realized upon measurement of a tax position taken in a prior annual period, including interest and penalties, and are recognized during the period in which the change occurs. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. For the years ended September 30, 2021 and 2020, we did not have any interest and penalties or any significant unrecognized uncertain tax positions. The Company recognizes accrued interest and penalties related to the unrecognized tax benefits in operating expenses.

F-7

Recently Issued Accounting Pronouncements

Management ~~From time~~does tonot ~~time, new accounting pronouncements are issued that we adopt as of the specified effective date. We~~ believe that ~~the impact~~any of recently issued, ~~standards~~but ~~that are~~ not yet effective, ~~may have~~accounting anpronouncements, ~~impact~~if oncurrently our results of operations and financial position. The FASB issued Accounting Standards Update (“ASU”) 201415 Presentation of Financial Statements Going Concern (Sub Topic 20540) issued August 27adopted, ~~2014~~would ~~defines management’s~~have ~~responsibility~~a ~~to evaluate whether there is~~material ~~substantial~~effect ~~doubt~~on ~~about~~the ~~an organization~~Company’s ~~ability~~financial ~~to continue as a going concern~~statements. ~~The additional disclosure requirement is effective after December 15, 2016 and will be evaluated as to impact and implemented accordingly.~~

From ~~In addition~~time to time, ~~the~~new ~~FASB~~accounting ~~issued~~pronouncements ~~ASU~~are ~~No.~~issued ~~201409~~that ~~(Revenue~~we ~~from Contracts~~adopt ~~with~~as ~~Customers),~~of ~~which~~the isspecified effective ~~for~~date. ~~annual~~We ~~reporting periods~~believe ~~beginning~~that ~~after~~the ~~December~~impact ~~15,~~of recently ~~2016.~~issued Westandards ~~have~~that are not yet ~~assessed the~~effective may have an impact, ifon ~~any,~~our results of ~~adopting~~operations ~~this~~and ~~standard~~financial position.

On August 5, 2020, the FASB issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic ~~NOTE~~470-20) 3and –Derivatives ~~GOING~~and ~~CONCERN~~Hedging—Contracts ~~AND~~in ~~MANAGEMENT~~Entity’Ss ~~LIQUIDITY~~Own Equity (Subtopic 815-40, which simplifies the accounting ~~PLANS~~for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU’s amendments are effective for public business entities that are not smaller reporting companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company has determined that the adoption of this guidance has no impact on its consolidated financial statements.

In AsJune ~~of September 30,~~ 2016, ~~and 2015,~~ the ~~Company~~FASB ~~had~~issued anASU ~~accumulated deficit~~No. ~~of $5~~2016-13,~~004,860~~ ~~and~~Financial ~~$6,167,095~~Instruments ~~respectively.~~- ~~The~~Credit ~~Company~~Losses ~~has a~~(Topic ~~working~~326): ~~capital~~Measurement ~~deficiency~~ of ~~$141,458.~~Credit ~~During~~Losses ~~the~~on ~~years ended~~Financial ~~September~~Instruments ~~30,~~(“ASU 2016-13”). ~~and~~ASU ~~2015,~~2016-13 amends the ~~Company~~guidance ~~used~~on ~~cash~~the inimpairment ~~operating activities~~ of ~~$200,352~~financial ~~and $247,589, respectively~~instruments. ~~These~~This ~~conditions~~update adds ~~raise~~an ~~substantial~~impairment ~~doubt~~model ~~about~~(known as the ~~Company’s~~current ~~ability~~expected ~~to continue~~credit aslosses amodel) ~~going~~that ~~concern.~~is ~~The~~based ~~Company~~on ~~recognizes~~expected itlosses ~~will~~rather ~~need~~than toincurred losses. ~~raise~~Under ~~additional~~the ~~capital~~new inguidance, ~~order~~an toentity ~~fund operations~~recognizes, ~~and~~as ~~meet~~an allowance, its ~~payment~~ ~~obligations~~estimate of expected credit losses. ~~There~~In isNovember no2019, ~~assurance~~the ~~that~~FASB ~~additional~~issued ~~financing~~ASU ~~will~~No. be2019-10, ~~available~~Financial ~~when~~Instruments ~~needed~~- orCredit ~~that~~Losses ~~management~~(Topic ~~will~~326), ~~be able~~Derivatives toand ~~obtain~~Hedging ~~financing~~(Topic on815), ~~terms~~and ~~acceptable~~Leases to(Topic ~~the~~842). ASU ~~Company~~2019-10 ~~and whether~~changes the ~~Company~~effective ~~will~~date ~~generate~~of ~~revenues,~~the ~~become~~credit ~~profitable~~loss ~~and generate~~standard ~~positive~~(ASU ~~operating~~2016-13) ~~cash~~to ~~flow.~~fiscal Ifyears ~~the~~beginning ~~Company~~after isDecember ~~unable~~15, to2022, including ~~raise~~interim ~~sufficient~~periods ~~additional~~within ~~funds~~those onfiscal ~~favorable~~years ~~terms,~~for itsmaller ~~will~~reporting ~~have to~~companies. ~~develop~~Further, ~~and~~the ~~implement~~ASU aclarifies ~~plan~~that tooperating ~~further~~lease ~~extend payables and to~~receivables ~~raise~~are ~~capital~~not ~~through~~within the ~~issuance~~scope of ~~debt~~ASC or326-20 ~~equity~~and onshould ~~less favorable~~instead ~~terms~~be ~~until~~accounted ~~sufficient~~for ~~additional~~under ~~capital~~the isnew ~~raised~~leasing ~~to support~~standard, ~~further~~ASC ~~operations~~842. ~~There~~The ~~can~~Company behas nodetermined that ~~assurance~~the ~~that~~adoption ~~such~~of ~~a plan~~this ~~will~~guidance behas ~~successful~~no impact on its consolidated financial statements.

~~F-9~~Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740), (“ASU 2019-12”), which simplifies income tax accounting in various areas including, but not limited to, the accounting for hybrid tax regimes, tax implications related to business combinations, and interim period accounting for enacted changes in tax law, along with some codification improvements. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020. The Company adopted ASU 2018-13 on September 30, 2021 and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Company adopted ASU 2018-13 on October 1, 2020 and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

F-8

On May 10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU 2018-13. The Company adopted ASU 2018-13 on October 1, 2020 and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of September 30, 2021, the Company had an accumulated deficit of $5,189,587 and a working capital deficiency of $326,185. During year ended September 30, 2021, the Company used cash in operating activities of $14,256. As of September 30, 2021, the Company had cash of $261,152. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it will need to raise additional capital in order to fund operations and meet its payment obligations. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 4 – ~~DISCONTINUED~~RELATED ~~OPERATIONS~~PARTY TRANSACTIONS

Based upon recent regulatory activity related to imposition of restrictions and limitations on the sale of hemp-based health products for pets, we elected to terminate our license agreement with the Licensor, effective as of October 1, 2015, and to cease all operations relating to sale of hemp-based products for pets.

●

Termination of License: The parties agreed to terminate the License Agreement effective as of October 1, 2015, this termination was made by mutual agreement of the parties pursuant to and in accordance with the provisions of the License Agreement.

●

Return of Licensed Intellectual Property: We agreed to return all Licensed Intellectual Property to the Licensor, and our right to use all, or any portion, of the Licensed Intellectual Property ceased effective as of October 1, 2015, pursuant to the terms of the License Agreement, the Licensed Intellectual Property included the brand name “Canna-Pet” and certain related intellectual property, including, but not limited, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain names, customer lists, supplier lists trade secrets and know- how, and other related intellectual property.

●

Return of Other Property: In addition to return of the Licensed Intellectual Property, we agreed to transfer to Licensor all product inventory, Colorado hemp with permits and authorization, all production/fulfillment contracts, all e-commerce accounts and processing, all non-disclosure and research agreements and any and all other property in our possession which was used by us in the conduct of our business related to production and sale of medical cannabis products for pets made from hemp and low-THC cannabis plants.

●

Office Space and Equipment: In conjunction with the execution of the Termination Agreement, we granted the Licensor the right to use our office space, for the three-month period from October 1, 2015 through December 31, 2015, on a rent-free basis.

●

F-10

The following is a summary of the net assets sold as initially determined at Septembers 30, 2015:

	September 30, 2015
Inventory	$41,705
Prepaid expenses	-
Deposits	8,678
Total assets	$50,383
Accounts payable	124,396
Royalties payable	39,506
Accrued liabilities	15,341
Total liabilities	179,243
Net assets sold	$128,860

The income from discontinued operations presented in the statements of operations consists of the following for the twelve-month periods ended September 30, 2016 and 2015, respectively:

	2016	2015
Revenues	$-	$1,039,393
Cost of goods sold	-	(305,295)
General and administrative expenses, including depreciation and amortization	(6,197)	(700,106)
Depreciation	-	(850)
Interest expense	-	(48)
Gain on disposal of discontinued operations	80,903	-
Income from discontinued operations	$74,706	$33,040

NOTE 5 – INTANGIBLE ASSETS

Intangible assets at September 30, 2016 and September 30, 2015, consist of website costs of $35,000, less accumulated amortization of $35,000 and $16,755, respectively. The website costs have been fully amortized.

NOTE 6 – RELATED PARTY TRANSACTIONS

Parties, which can be corporations or individuals, are considered to be related if they have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Accounts payable – related parties are ~~the~~ amounts payable to current and former officers and directors offor services provided to the Company totaling ~~for~~$133,986 ~~reimbursement~~and $88,020, as of ~~expenses~~September ~~they incurred~~30, on2021 ~~behalf~~and of2020, ~~the~~respectively. ~~Company~~These asamounts ~~well~~include asaccounts ~~Directors’~~payable ~~fees and~~to ~~salaries.~~an ~~Included~~entity incontrolled by ~~general~~our ~~and~~sole ~~administrative~~officer ~~expense~~and director for ~~the~~ ~~years~~financial ~~ended~~services ~~September~~such ~~30,~~entity ~~2016~~is ~~and~~incurring ~~September~~on ~~30,~~behalf ~~2015~~of ~~are~~ the Company totaling $2459,~~000~~109 and $9413,~~647~~143, as of ~~consulting~~September ~~fees~~30, ~~$24,000~~2021 and $02020, ~~of Directors’ fees~~respectively, ~~and~~Total expense incurred related to this entity was $4640,~~355~~608 and $~~187,409~~783 offor ~~salaries~~the toyears ~~paid~~ended toSeptember ~~officers~~30, 2021 and ~~directors~~2020, ofrespectively, ~~the~~with ~~Company, respectively~~no other related party expenses incurred.

NOTE 4 7 – ~~COMMITMENTS~~CONVERTIBLE NOTES PAYABLE AND ~~CONTINGENCIES~~NOTES PAYABLE

Convertible WeNotes ~~have no commitments or contingencies as of September 30, 2016. Commitments that existed at September 30, 2015 ceased to exist during the year ended September 30, 2016.~~Payable

Loan ~~NOTE~~with 8Trius –Holdings ~~COMMON STOCK~~Limited

On WeMarch ~~had~~17, 2017, the Company entered into an agreement with Trius Holdings Limited (“Trius”). Pursuant to the terms of the agreement, noTrius ~~preferred~~acquired a 12% convertible note with an aggregate face value of $10,000. The note matures in one year and is unsecured. Trius is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the of common stock ~~transactions~~in ~~during~~the Company at a price equal to a 20% discount to the ~~year~~closing ~~ended~~price of the common stock on the date of the lender’s notice of conversion, subject to a floor of $0.01. On May 11, 2018, the agreement had been amended to extend the maturing date of the note from March 21, 2018 to March 21, 2019. As of September 30, ~~2016~~2021, the total balance and accrued interest owing under this note was $10,000 and $6,205, respectively. As of the date of this report, that date has not been extended, and the Company is accruing interest at the default interest rate of 15%.

F-9

Loan with Individual

On March 30, 2017, the Company entered into an agreement with an individual. Pursuant to the terms of the agreement, the individual acquired a 12% convertible note with an aggregate face value of $10,000. The note matures in one year and is unsecured. The individual is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lender’s notice of conversion, subject to a floor of $0.01. The default interest rate is 15%. On May 11, 2018, the agreement had been amended to extend the maturing date of the note from March 30, 2018 to March 30, 2019. As of September 30, 2021, the total balance and accrued interest owing under this note was $10,000 and $6,160, respectively. Subsequent to the year ended September 30, 2021, on December 3, 2021, the Company repaid this loan and accrued interest in full.

Notes Payable

Loan with Mediapark Investments Limited

On January 10, 2018, the Company entered into an agreement with Mediapark Investments Limited (“Mediapark”.) Pursuant to the terms of the agreement, Mediapark acquired a 12% promissory note with an aggregate face value of $23,000. The note matures in 180 days on July 10, 2018 and is unsecured. As of July 9, 2018, the loan was extended to July 10, 2019. As of September 30, 2021, the total balance and accrued interest owing under this note was $23,000 and $11,813, respectively. As of the date of this report, that date has not been extended, and the Company is accruing interest at the default interest rate of 15%.

Loan with Individual

On April 2, 2018, the Company entered into an agreement with an individual. Pursuant to the terms of the agreement, we received a promissory note in the amount of $20,000. The note is unsecured, is due and payable in full on October 2, 2018, and accrues interest at a rate of 12% per annum. The default interest rate is 15%. As of the September 30, 2021, the total balance and accrued interest owing under this note was $20,000 and $9,883, respectively. Subsequent to the year ended September 30, 2021, on December 3, 2021, the Company repaid this loan and accrued interest in full.

Loan with Officer

On June 14, 2021, the Company entered into an agreement with our sole officer and director. Pursuant to the terms of the agreement, we received a promissory note in the amount of $5,000. The note is unsecured, is due and payable in full on December 31, 2021, and accrues interest at a rate of 1.5% per annum. As of the September 30, 2021, the total accrued interest owing under this note was $22.

During the three months ended September 30, 2021, the Company entered into a note payable with our sole officer and director for $30,000. The note is unsecured, is due and payable in full on December 31, 2021 and accrues interest at a rate of 1.5% per annum. As of the September 30, 2021, the total accrued interest owing under this note was $2. As of the date of this report, that date has not been extended, and the Company is accruing interest at the default interest rate of 10%.

Notes Payable Issued During the Twelve Months Ended September 30, 2021

During the twelve months ended September 30, 2021, the Company entered into twelve notes payable totaling $240,000. The notes are unsecured, are due and payable in full on September 30, 2021, and accrue interest at a rate of 1.5% per annum. As of the September 30, 2021, the total accrued interest owing under these notes was $755. In June 2022, the Company repaid one of the notes with a principal balance of $35,000. As of the date of this report, that date has not been extended, and the Company is accruing interest at the default interest rate of 10%.”

F-10

NOTE 5 – STOCK OPTIONS

No stock options were granted during the years ended September 30, 2021 and 2020.

The following is a summary of outstanding stock options issued to employees and directors as of September 30, 2021 and 2020:

	Number of Options		Exercise Price per Share		Average Remaining Term in Years

Outstanding September 30, 2021 and 2020		2,916,000	$	0.0067		2.45
Exercisable		2,916,000	$	0.0067		2.45

The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2021 and 2020:

	Number of Options		Exercise Price per Share		Average Remaining Term in Years

Outstanding September 30, 2021 and 2020		375,000	$	0.0067		2.04
Exercisable		375,000	$	0.0067		2.04

There was no equity-based compensation for the years ended September 30, 2021 and 2020.

NOTE 6 – INCOME TAXES

Deferred income tax provisions for the years ended September 30, 2021 and 2020 are summarized below:

	2021			2020
Federal	$	(16,000	)	$	(3,200	)
State		(3,000	)		(600	)
Total deferred		(19,000	)		(3,800	)
Change in valuation allowance		19,000			3,800
Income tax provision	$	-		$	-

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before provision for income taxes. The sources and tax effect of the differences are as follows:

Schedule of Income Tax Reconciliation

	2021		2020
Income tax provision – federal rate		21.0%		21.0%
State income taxes, net of federal benefit		3.9%		3.9%
Change in valuation allowance		(24.9)%		(24.9)%
Effective income tax rate		-		-

F-11

Significant ~~On December~~components ~~22, 2014, pursuant to a Placement Agent Agreement, we issued 200,000 restricted shares~~ of ~~our~~the ~~common~~Company’s ~~stock.~~deferred ~~The~~tax ~~shares were~~assets ~~valued~~and atliabilities ~~$36,000,~~as ~~$0.18~~September ~~per share~~30, ~~the~~2021 ~~trading value,~~ and ~~charged~~ to2020 ~~stock~~is ~~based~~as ~~compensation.~~follows:

~~NOTE~~Schedule 9of -Deferred ~~OPTIONS~~Tax Assets and Liabilities

No stock options were granted during the years ended September 30, 2016 and 2015.

	2021			2020
Deferred tax assets:
Net operating losses	$	302,000		$	283,000
Total deferred tax asset		302,000			283,000
Valuation allowance		(302,000	)		(283,000	)
Deferred tax asset, net of allowance	$	-		$	-

ASC As740 ~~per guidance~~requires ina valuation allowance to reduce the ~~ASC~~deferred ~~Topic~~tax ~~718~~assets reported if, ~~Compensation~~based -on ~~Stock~~the ~~Compensation (“ASC~~weight ~~718”)~~of evidence, weit ~~are~~is ~~amortizing~~more than likely than not that some portion or all of the ~~fair~~deferred ~~value~~tax assets will not be recognized. After consideration of all the evidence, both positive ~~options~~and onnegative, management has determined that a ~~straight-line~~full ~~basis~~valuation ~~over~~allowance ~~the~~at ~~requisite~~September ~~service~~30, ~~period for~~2021 ~~each~~and ~~separately~~2020, ~~vesting~~respectively, ~~portion~~is ofnecessary to reduce the ~~award~~deferred astax ifassets to the ~~award~~ amount that is more likely than not to be realized. The change in valuation allowance was an increase of approximately $19,000 ~~in-substance~~and $4,000 ~~multiple~~for ~~awards~~the ~~(graded~~years ~~vesting~~ended ~~attribution method)~~September 30, 2021 and 2020, respectively.

As ~~During the~~of ~~year ended~~ September 30, ~~2016~~2021, ~~officers~~we ~~holding~~have ~~4,500,000 options~~a ~~resigned~~net ~~and~~operating ~~the~~loss ~~options~~carry ~~were~~forwards noof ~~longer~~approximately ~~exercisable.~~$1,215,000 ~~In accordance~~(2020: ~~with ASC 718~~$1,139,000). ~~previously~~The ~~expensed~~loss ~~equity based compensation which requisite service~~ will ~~not~~ be ~~provided~~available to ~~and~~offset ~~are forfeited~~future ~~and~~taxable ~~reversed~~income. AsIf anot ~~result~~used, ~~previously~~these ~~recorded~~carry ~~equity based~~forwards ~~compensation~~will ofexpire ~~$1,296,431~~in ~~was~~varying ~~reversed~~amounts ~~and~~through ~~credited to equity based compensation expense during the year ended September 30, 2016~~2038.

There ~~The following~~are isopen astatutes ~~summary~~ of ~~outstanding~~limitations ~~stock~~for ~~options~~taxing ~~issued~~authorities in federal and state jurisdictions to audit our tax returns from 2015 through ~~employees~~the current period. Our policy is to account for income tax related interest and ~~directors~~penalties asin income tax expense in the statement of operations. ~~September~~There ~~30,~~have ~~2016:~~been no income tax related interest or penalties assessed or recorded.

	Number of Options	Exercise Price per Share	Average Remaining Term in Years	Aggregate Intrinsic Value at Date of Grant
Outstanding October 1, 2014	7,416,000	$0.0067 - $0.20		-
Issued	-			-
Cancelled	-			-
Outstanding September 30, 2015	7,416,000	$0.0067 - $0.20		-
Issued	-			-
Cancelled	(4,500,000)			-
Outstanding September 30, 2016	2,916,000	$0.0067	7.45	-
Exercisable	2,916,000	$0.0067	7.45	-

For the years ended September 30, 2021 and 2020 we did not have any interest and penalties associated with tax positions. As of September 30, 2021, we did not have any significant unrecognized uncertain tax positions.

The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2016:

	Number of Options	Exercise Price per Share	Average Remaining Term in Years	Aggregate Intrinsic Value at Date of Grant
Outstanding October 1, 2014	375,000	$0.0067		-
Issued	-			-
Cancelled	-			-
Outstanding September 30, 2015	375,000	$0.0067		-
Issued	-			-
Cancelled	-			-
Outstanding September 30, 2016	375,000			-
Exercisable	375,000	$0.0067	7.22	-

Total equity based compensation for the twelve months ended September 30, 2016 and 2015 was ($1,296,431) and $1,864,297, respectively.

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NOTE 9 – DEFERRED INCOME TAX

Deferred income tax provision for the years ended September 30, 2016 and 2015 is summarized below:

	2016	2015
Federal	$(64,500)	$(155,900)
State	(5,900)	(14,200)
Total deferred	(70,400)	(170,100)
Increase in valuation allowance	70,400	170,100
	$-	$-

	2016	2015
Income tax provision – federal rate	34.0%	34.0%
State income taxes, net of federal benefit	3.1%	3.1%
Effect of net operating loss	(37.1%)	(37.1%)
	-	-

The net deferred income tax assets at September 30, 2016 and 2015 were $382,200 and $311,800, respectively.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance at September 30, 2016 and 2015, respectively, is necessary to reduce the deferred tax assets to the amount that more likely than not be realized. The change in valuation allowance for the current year is $70,400.

As of September 30, 2016, we have a net operating loss carry forward of approximately $1,030,100 (2015: $840,500). The loss will be available to offset future taxable income. If not used, this carry forward will expire in 2036.

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2011 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations. There have been no income tax related interest or penalties assessed or recorded.

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

For the year ended September 30, 2016 and 2015 we did not have any interest and penalties associated with tax positions. As of September 30, 2016 we did not have any significant unrecognized uncertain tax positions.

NOTE 10 – RECLASSIFICATION OF COMPARATIVE FIGURES

Certain prior year amounts included in the consolidated statements of operations have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net loss.

F-13

Filing Compare · Retrieve Medical Holdings, Inc.