What changed in this filing

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Item 1. Financial Statements

2022-12-19 compared with 2022-12-19 · 141 added, 182 removed, 329 unchanged (50% of the section changed)

1 unchanged sentence

PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CONSOLIDATED BALANCE SHEETS

Current assets:

Liabilities and stockholders’

Accounts payable (including $86,913 and $85,062 due to related parties)

Accrued liabilities

Convertible notes payable

Total Liabilities

Stockholders’

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

Additional paid in capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

AND STOCKHOLDERS DEFICIT

Current liabilities

payable (including $86,248 and $85,062 due to related parties)

notes payable

Stockholders

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

paid in capital

Stockholders Deficit

Liabilities and Stockholders Deficit

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

PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

and administrative (including $798 and $5,800 of fees paid to related party)

operating expenses

General and administrative (including fees paid to related party of $455 and $4,229, and $1,253 and $10,029, for the three and six months ended March 31, 2019 and 2018, respectively)

Total operating expenses

Operating loss

other expenses

Interest expense

Total other expenses

Per share information:

Weighted average shares outstanding - basic and diluted

Net loss per share - basic and diluted

share information:

average shares outstanding - basic and diluted

loss per share - basic and diluted

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

PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2019 AND 2018

Additional Paid

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

THE THREE MONTHS ENDED DECEMBER 31, 2018 AND 2017

Balance, October

$ (5,056,087 )

Balance, December 31, 2017

Balance, March 31, 2018

December 31, 2017

$ (5,063,716 )

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$ (5,084,494 )

Balance, December 31, 2018

Balance, March 31, 2019

December 31, 2018

$ (5,087,353 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS

THE SIX MONTHS ENDED MARCH 31, 2019 AND 2018

Cash flows from operating activities:

Adjustment to reconcile net loss to net cash used in operating activities:

Change in operating assets and liabilities:

Accounts payable

Accounts payable - related parties

Accrued liabilities

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of notes payable

Net cash provided by financing activities

Net change in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for income taxes

THE THREE MONTHS ENDED DECEMBER 31, 2018 AND 2017

from operating activities:

to reconcile net loss to net cash used in operating activities:

payable - related parties

cash used in operating activities

beginning of period

end of period

disclosure of cash flow information

paid for interest

paid for income taxes

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

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Company is currently a shell company (as such term is defined in Rule 12b-2 under the Exchange Act).

this report, the terms our, we, us, and the Company refer to Peak Pharmaceuticals,

this report, the terms our, we, us, and the Company refer to Peak Pharmaceuticals, Inc.

and its wholly-owned subsidiary, Peak BioPharma Corp.

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by including common stock equivalents outstanding for the period in the denominator.

For the three and six months ended March 31, 2019

and 2018, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

of March 31, 2019 and September 30, 2018, the Company had two convertible notes with principal and accrued interest balances totaling

For the three months ended December 31, 2018 and

2017, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

of December 31, 2018 and September 30, 2018, the Company had two convertible notes with principal and accrued interest balances totaling

$24,253 and $23,648, respectively.

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These common stock equivalents of approximately 253,688

and 317,009 shares as of March 31, 2019 and 2018, respectively, are not included in the calculation of diluted EPS

and 182,035 shares as of December 31, 2018 and 2017, respectively, are not included in the calculation of diluted EPS

as their effect would be anti-dilutive.

of March 31, 2019 and September 30, 2018, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders

of December 31, 2018 and September 30, 2018, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders

option, with an exercise price of $0.0067, which are not included in the calculation of diluted EPS as their effect would be anti-dilutive.

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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.

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.

May 2014, the FASB issued ASU, 2014-09—

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The Company adopted

ASU 2014-09 on October 1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated

financial statements.

ASU 2014-09 on October 1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated financial

February 2016, the FASB issued ASU No.

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A lease liability is a lessees obligation to make lease payments arising

from a lease, measured on a discounted basis and a right-of-use asset represents the lessees right to use, or control use of,

a specified asset for the lease term.

from a lease, measured on a discounted basis and a right-of-use asset represents the lessees right to use, or control use of, a

specified asset for the lease term.

The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily

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10 Revenue from Contracts with Customers:

identifying Performance Obligations

and Licensing .

The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods

and services in exchange for consideration and (b) determining whether an entitys promise to grant a license provides a customer

with either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the

entitys intellectual property (which is satisfied over time).

The amendments in this Update are intended to reduce the degree

of judgement necessary to comply with Topic 606.

Public business entities will adopt the standard for annual reporting periods beginning

after December 15, 2017, including interim periods within that year.

The Company adopted ASU 2016-10 on October 1, 2018

and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

identifying Performance Obligations and

The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and

services in exchange for consideration and (b) determining whether an entitys promise to grant a license provides a customer with

either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the entitys

intellectual property (which is satisfied over time).

The amendments in this Update are intended to reduce the degree of judgement necessary

to comply with Topic 606.

Public business entities will adopt the standard for annual reporting periods beginning after December 15,

2017, including interim periods within that year.

The Company adopted ASU 2016-10 on October 1, 2018 and has determined that

the adoption of this guidance had no impact on its consolidated financial statements.

August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash

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periods beginning after December 15, 2017, including interim periods within those periods.

The Company adopted ASU 2017-01 on

October 1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

The Company adopted ASU 2017-01 on October

1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

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 beginning on or after December 15, 2017.

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 beginning

on or after December 15, 2017.

Early adoption is permitted.

The Company adopted ASU 2017-09 on October 1, 2018

and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

The Company adopted ASU 2017-09 on October 1, 2018 and has determined that

the adoption of this guidance had no impact on its consolidated financial statements.

GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of March 31, 2019, the Company had an accumulated deficit of $5,090,990 and a working capital deficiency of $227,588.

During the six

months ended March 31, 2019, the Company incurred a net loss of $6,496 and used cash in operating activities of $1,683.

As of March 31,

of December 31, 2018, the Company had an accumulated deficit of $5,087,353 and a working capital deficiency of $223,951.

During the three

months ended December 31, 2018, the Company incurred a net loss of $2,859 and used cash in operating activities of $1,506.

As of December

31, 2018, the Company had cash of $764.

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related parties are amounts payable to current and former officers and directors for services provided to the Company

totaling $86,913 and $85,062, as of March 31, 2019 and September 30, 2018, respectively.

These amounts include accounts payable to an

entity controlled by our sole officer and director for financial services such entity is incurring on behalf of the Company totaling

$12,036 and $10,185, as of March 31, 2019 and September 30, 2018, respectively.

totaling $86,248 and $85,062, as of December 31, 2018 and September 30, 2018, respectively.

These amounts include accounts payable to

an entity controlled by our sole officer and director for financial services such entity is incurring on behalf of the Company totaling

$11,371 and $10,185, as of December 31, 2018 and September 30, 2018, respectively.

Total expense incurred related to this entity was

and $4,229 for the three months ended March 31, 2019 and 2018, respectively, and $1,253 and $10,029, for the six months ended March 31,

2019 and 2018, respectively, with no other related party expenses incurred.

$798 and $5,800 for the three months ended September 30, 2018 and 2017, respectively, with no other related party expenses incurred.

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

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March 17, 2017, the Company entered into an agreement with Trius Holdings Limited (Trius).

Pursuant to the terms of the

agreement, Trius acquired a 12% convertible note with an aggregate face value of $10,000.

Pursuant to the terms of the agreement,

Trius 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

in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lenders 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 March 31, 2019 and September 30, 2018, the total accrued interest owing under this note was $2,441

and $1,843, 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%.

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 lenders 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 December 31, 2018 and September 30, 2018, the total accrued interest owing under this note was $2,145 and $1,810,

respectively.

As of the date of this report, that date has not been extended, and the Company is accruing interest at the default interest

with Individual

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On May 11, 2018, the agreement had been amended to extend the maturing date of the note from March 30, 2018 to March

As of March 31, 2019 and September 30, 2018, the total accrued interest owing under this note was $2,403 and $1,805 respectively.

Subsequent to March 31, 2019, on December 3, 2021, the Company repaid this loan and accrued interest in full.

As of December 31, 2018 and September 30, 2018, the total accrued interest owing under this note was $2,107 and $1,805 respectively.

Subsequent to the three months ended December 31, 2018, on December 3, 2021, the Company repaid this loan and accrued interest in full.

with Mediapark Investments Limited

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.

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 March 31, 2019 and September 30,

As of December 31, 2018 and September 30, 2018,

the total accrued interest owing under this note was $2,684 and $1,989, 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%.

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%.

with Individual

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of 12% per annum.

As of the March 31, 2019 and September 30, 2018, the total accrued interest owing under this note was $2,387 and $1,190,

As of the December 31, 2018 and September 30, 2018, the total accrued interest owing under this note was $1,795 and

$1,190, respectively.

Subsequent to March 31, 2019, on December 3, 2021, the Company repaid this loan and accrued interest in full.

stock options were granted during the six months ended March 31, 2019 and 2018.

following is a summary of outstanding stock options issued to employees and directors as of March 31, 2019 and September 30, 2018:

Exercise Price per

Outstanding March 31, 2019 and September 30, 2018

Exercisable, March 31, 2019 and September 30, 2018

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of March 31, 2019 and September

Exercise Price per

Outstanding March 31, 2019 and September 30, 2018

Exercisable, March 31, 2019 and September 30, 2018

was no equity-based compensation for the six months ended March 31, 2019 and 2018.

Subsequent to the three months ended December 31, 2018, on December 3, 2021, the Company repaid this loan and accrued

interest in full.

stock options were granted during the three months ended December 31, 2018 and 2017.

following is a summary of outstanding stock options issued to employees and directors as of December 31, 2018 and September 30, 2018:

December 31, 2018 and September 30, 2018

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of December 31, 201 and September

December 31, 2018 and September 30, 2018

was no equity-based compensation for the three months ended December 31, 2018 and 2017.

SUBSEQUENT EVENTS

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to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking

These risks may cause the Companys or its industrys 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.

These risks may cause the Companys or its industrys 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.

the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results,

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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.

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.

July 29, 2014, through our wholly-owned subsidiary, Peak BioPharma Corp., we entered into a License Agreement (the License Agreement)

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of Operations

of the Three Months Ended March 31, 2019 to the Three Months Ended March 31, 2018

revenue or cost of sales were generated for the three months ended March 31, 2019 or March 31, 2018.

Companys expenses for the three months ended March 31, 2019 and 2018, are summarized as follows:

Three Months Ended March 31,

General and administrative (including $455 and $4,229 of fees paid to related party)

Total operating expenses

decrease in general and administrative expenses for the three months ended March 31, 2019, compared to the three months ended March 31,

2018 of $6,412 is due to a decrease in accounting and filing fees.

Three Months Ended March 31,

Interest Expense

Total other expenses

expense increased $660 for the three months ended March 31, 2019 from the comparative period of 2018 due to additional accrued interest

on the two notes payable issued in January and April 2018.

of the Six Months Ended March 31, 2019 to the Six Months Ended March 31, 2018

revenue or cost of sales were generated for the six months ended March 31, 2019 or March 31, 2018.

Companys expenses for the six months ended March 31, 2019 and 2018, are summarized as follows:

Six Months Ended March 31,

General and administrative (including $1,253 and $10,029 of fees paid to related party)

Total operating expenses

decrease in general and administrative expenses for the six months ended March 31, 2019, compared to the six months ended March 31, 2018

of the Three Months Ended December 31, 2018 to the Three Months Ended December 31, 2017

revenue or cost of sales were generated for the three months ended December 31, 2018 or December 31, 2017.

Companys expenses for the three months ended December 31, 2018 and 2017, are summarized as follows:

Months Ended December 31,

and administrative (including $798 and $5,800 of fees paid to related party)

operating expenses

decrease in general and administrative expenses for the three months ended December 31, 2018, compared to the three months ended December

31, 2017 of $6,072 is due to a decrease in accounting fees as well as filing fees.

Six Months Ended March 31,

Interest Expense

Total other expenses

expense increased $1,962 for the six months ended March 31, 2019 from the comparative period of 2018 due to additional accrued interest

Months Ended December 31,

other expenses

expense increased $1,302 for the three months ended December 31, 2018 from the comparative period of 2017 due to additional accrued interest

on the two notes payable issued in January and April 2018.

and Capital Resources

following table sets forth a summary of changes in working capital for the six months ended March 31, 2019 and 2018:

March 31, 2019

September 30, 2018

Current Assets

Current Liabilities

Working capital

decrease in current assets of $1,683 is mainly due to a decrease in cash from the payment of outstanding bills during the six months

ended March 31, 2019.

The increase in current liabilities of $4,813 is primarily due to an increase in accrued liabilities during the

six months ended March 31, 2019.

following table sets forth a summary of changes in cash flows for the six months ended March 31, 2019 and 2018:

Six Months Ended March 31,

Net cash used in operating activities

Change in cash

of March 31, 2019, our cash balance was $587.

The Company does not expect its current cash and operating income to be sufficient to meet

its financial needs for continuing operations over the next twelve months.

cash used in operations for the six months ended March 31, 2019 of $1,683 was mainly due to the net loss that was incurred during the

following table sets forth a summary of changes in working capital for the years ended December 31, 2018 and 2017:

decrease in current assets of $1,506 is mainly due to a decrease in cash from the payment of outstanding bills during the three months

ended December 31, 2018.

The increase in current liabilities of $1,353 is primarily due to an increase in accrued liabilities during

the three months ended December 31, 2018.

following table sets forth a summary of changes in cash flows for the three months ended December 31, 2018 and 2017:

Months Ended December 31,

cash used in operating activities

of December 31, 2018, our cash balance was $764.

The Company does not expect its current cash and operating income to be sufficient to

meet its financial needs for continuing operations over the next twelve months.

cash used in operations for the three months ended December 31, 2018 was $1,506 was mainly due to the net loss that was incurred during

may need to evaluate raising additional capital through the sale of equity securities, through an offering of debt securities or through

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December 16, 2022, we had cash of approximately $97,000.

During the year ended September 30, 2021, the Company received an aggregate

of $275,000 related to the issuance of 14 notes payable to various noteholders, including an aggregate of $35,000 as a result of two

notes payable issued to the Companys Chief Executive Officer, a related party.

During the year ended September 30, 2021, the Company received an

aggregate of $275,000 related to the issuance of 14 notes payable to various noteholders, including an aggregate of $35,000 as a result

of two notes payable issued to the Companys Chief Executive Officer, a related party.

The notes are unsecured, bear interest at

1.5% per annum, and mature on September 30, 2021.

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.

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.

Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements