What changed in this filing

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Item 1. Financial Statements

2022-12-19 compared with 2022-12-19 · 175 added, 97 removed, 338 unchanged (45% of the section changed)

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Current assets:

LIABILITIES AND STOCKHOLDERS DEFICIT

Current liabilities

Liabilities and stockholders’

Accounts payable (including $90,075 and $85,062 due to related parties)

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Total Liabilities

Stockholders deficit

Stockholders’

Preferred stock, $0.0001 par value, 25,000,000 authorized, none issued or outstanding

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Accumulated deficit

Total Stockholders Deficit

Total Liabilities and Stockholders Deficit

Total Stockholders’

Total Liabilities and Stockholders’

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

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For the Three Months Ended

For the Nine Months Ended

Operating expenses:

General and administrative (including $0 and $798 of fees paid to related party)

General and administrative (including fees paid to related party of $0 and $1,896, and $1,253 and $11,925, for the three and nine months ended June 30, 2019 and 2018, respectively)

Total operating expenses

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CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

THE THREE MONTHS ENDED DECEMBER 31, 2019 and 2018

THE THREE AND NINE MONTHS ENDED JUNE 30, 2019 AND 2018

Additional Paid

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Balance, December 31, 2017

Balance, March 31, 2018

Balance, June 30, 2018

$ (5,077,389 )

Balance, October 1, 2018

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Balance, December 31, 2018

Balance, March 31, 2019

Balance, June 30, 2019

$ (5,094,649 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED DECEMBER 31, 2019 and 2018

THE NINE MONTHS ENDED JUNE 30, 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 expenses

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

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notes thereto included in our annual report on Form 10-K for the year ended September 30, 2018.

In managements opinion, all adjustments

(consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading

have been included.

The results of operations for the interim periods are not necessarily indicative of the results to be expected for

the full year, or any other period.

In managements opinion,

all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial

statements not misleading have been included.

The results of operations for the interim periods are not necessarily indicative of the

results to be expected for the full year, or any other period.

of Consolidation

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

For the three months ended December 31, 2019 and

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

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

For the three and nine months ended June 30, 2019

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

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

$25,585 and $23,648, respectively.

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These common stock equivalents of approximately 871,979

and 253,688 shares as of December 31, 2019 and 2018, respectively, are not included in the calculation of diluted EPS as their

effect would be anti-dilutive.

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

and 199,884 shares as of June 30, 2019 and 2018, respectively, are not included in the calculation of diluted EPS

as their effect would be anti-dilutive.

of June 30, 2019 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 ASI 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—

Revenue from Contracts with Customers (Topic 606) , or ASU 2014-09, and further updated

through ASU 2016-12, or ASU 2016-12, which amends the existing accounting standards for revenue recognition.

ASU 2014-09 is based on

principles that govern the recognition of revenue at an amount to which an entity expects to be entitled to when products are transferred

to customers.

This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December

15, 2017 for public entities, and after December 15, 2018 for non-public entities.

The new revenue standard may be applied retrospectively

to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption.

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.

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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2016-02 is effective for reporting periods beginning after December

The Company adopted ASI 2016-02 on October 1, 2019 and has determined that the adoption of this guidance had no

The Company adopted ASU 2016-02 on October 1, 2019 and has determined that the adoption of this guidance had no

impact on its consolidated financial statements.

April 2016, the FASB issued ASU 2016 –

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.

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

The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement

of cash flows.

ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019.

Early adoption is permitted, provided

that all of the amendments are adopted in the same period.

The guidance requires application using a retrospective transition method.

The Company adopted AS U 2016-15 on October 1, 2018 and has determined that the adoption of this guidance had no impact on its

consolidated financial statements.

January 2017, FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business .

The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with

evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.

The definition of a business

affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation.

The guidance is effective for annual

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.

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.

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.

GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of December 31, 2019, the Company had an accumulated deficit of $5,102,007 and a working capital deficiency of $238,605.

During the three

months ended December 31, 2019, the Company incurred a net loss of $3,520 and used cash in operating activities of $29.

As of December

of June 30, 2019, the Company had an accumulated deficit of $5,094,649 and a working capital deficiency of $231,247.

During the nine

months ended June 30, 2019, the Company incurred a net loss of $10,155 and used cash in operating activities of $1,712.

As of June 30,

2019, the Company had cash of $558.

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

totaling $87,237 and $87,237, as of December 31, 2019 and September 30, 2019, 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

$12,360 and $12,360 as of December 31, 2019 and September 30, 2019, respectively.

Total expense incurred related to this entity was $0

and $798 for the three months ended September 30, 2019 and 2018, respectively, with no other related party expenses incurred.

totaling $90,075 and $85,062, as of June 30, 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

$12,198 and $10,185, as of June 30, 2019 and September 30, 2018, respectively.

Total expense incurred related to this entity

was $0 and $1,896 for the three months ended June 30, 2019 and 2018, respectively, and $1,253 and $11,925, for the nine months ended

June 30, 2019 and 2018, respectively, with no other related party expenses incurred.

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE,

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March 21, 2018 to March 21, 2019.

As of December 31, 2019 and September 30, 2019, the total accrued interest owing under this note was

As of June 30, 2019 and September 30, 2018, the total accrued interest owing under this note was $2,740

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%.

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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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 December 31, 2019 and September 30, 2019, the total accrued interest owing under this note was $3,579 and $3,156 respectively.

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

As of June 30, 2019 and September 30, 2018, the total accrued interest owing under this note was $2,702 and $1,805 respectively.

Subsequent to June 30, 2019, 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 December 31, 2019 and September

30, 2019, the total accrued interest owing under this note was $5,773 and $4,904, 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 June 30, 2019 and September 30, 2018, the

total accrued interest owing under this note was $4,053 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%.

with Individual

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of 12% per annum.

As of the December 31, 2019 and September 30, 2019, the total accrued interest owing under this note was $4,631 and

As of the June 30, 2019 and September 30, 2018, the total accrued interest owing under this note was $2,985 and $1,190,

respectively.

Subsequent to the three months ended December 31, 2019, 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, 2019 and 2018.

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

Subsequent to June 30, 2019, on December 3, 2021, the Company repaid this loan and accrued interest in full.

stock options were granted during the nine months ended June 30, 2019 and 2018.

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

Exercise Price per

Outstanding December 31, 2019 and September 30, 2019

Exercisable, December 31, 2019 and September 30, 2019

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

Outstanding June 30, 2019 and September 30, 2018

Exercisable, June 30, 2019 and September 30, 2018

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of June 30, 2019 and September 30,

Exercise Price per

Outstanding December 31, 2019 and September 30, 2019

Exercisable, December 31, 2019 and September 30, 2019

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

Outstanding June 30, 2019 and September 30, 2018

Exercisable, June 30, 2019 and September 30, 2018

was no equity-based compensation for the nine months ended June 30, 2019 and 2018.

SUBSEQUENT EVENTS

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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 December 31, 2019 to the Three Months Ended December 31, 2018

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

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

Three Months Ended December 31,

of the Three Months Ended June 30, 2019 to the Three Months Ended June 30, 2018

revenue or cost of sales were generated for the three months ended June 30, 2019 or June 30, 2018.

Companys expenses for the three months ended June 30, 2019 and 2018, are summarized as follows:

Three Months Ended June 30,

General and administrative (including $0 and $1,896 of fees paid to related party)

Total operating expenses

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

31, 2018 of $185 is due to a decrease in accounting and legal fees.

Three Months Ended December 31,

decrease in general and administrative expenses for the three months ended June 30, 2019, compared to the three months ended June 30,

2018 of $1,637 is due to a decrease in accounting and filing fees.

Three Months Ended June 30,

Interest Expense

Total other expenses

expense increased $476 for the three months ended December 31, 2019 from the comparative period of 2018 due to the increase in interest

rate to 15% on the Companys notes payable due to the default rate provisions.

expense increased $890 for the three months ended June 30, 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 Nine months Ended June 30, 2019 to the Nine months Ended June 30, 2018

revenue or cost of sales were generated for the nine months ended June 30, 2019 or June 30, 2018.

Companys expenses for the nine months ended June 30, 2019 and 2018, are summarized as follows:

Nine months Ended June 30,

General and administrative (including $1,253 and $11,925 of fees paid to related party)

Total operating expenses

decrease in general and administrative expenses for the nine months ended June 30, 2019, compared to the nine months ended June 30, 2018

of $14,121 is due to a decrease in accounting fees as well as filing fees.

Nine months Ended June 30,

Interest Expense

Total other expenses

expense increased $2,852 for the nine months ended June 30, 2019 from the comparative period of 2018 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 as of ended December 31, 2019 and September 30, 2019:

December 31, 2019

following table sets forth a summary of changes in working capital for the nine months ended June 30, 2019 and 2018:

June 30, 2019

September 30, 2018

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Working capital

decrease in current assets of $29 is mainly due to a decrease in cash from the payment of outstanding bills during the three months ended

December 31, 2019.

The increase in current liabilities of $3,491 is primarily due to an increase in accrued liabilities during the three

months ended December 31, 2019.

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

Three Months Ended December 31,

decrease in current assets of $1,712 is mainly due to a decrease in cash from the payment of outstanding bills during the nine months

ended June 30, 2019.

The increase in current liabilities of $8,443 is primarily due to an increase in accrued liabilities during the

nine months ended June 30, 2019.

following table sets forth a summary of changes in cash flows for the nine months ended June 30, 2019 and 2018:

Nine Months Ended June 30,

Net cash used in operating activities

Change in cash

of December 31, 2019, our cash balance was $498.

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, 2019 of $29 was mainly due to the net loss that was incurred during the

of June 30, 2019, our cash balance was $558.

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 nine months ended June 30, 2019 was $1,712 was mainly due to the net loss that was incurred during the

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.

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.

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.

Sheet Arrangements

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discussion of Recently Issued Accounting Pronouncements ,

see Note 1 to the unaudited condensed financial statements, Nature of Operations, Basis of Presentation and Summary of

Significant Accounting Policies in Part I, Item 1, of this Quarterly Report on Form 10-Q.

see Note 1 to the unaudited condensed financial statements, Nature of Operations, Basis of Presentation and Summary of Significant

Accounting Policies in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Quantitative and Qualitative Disclosures about Market Risk

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