What changed in this filing

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Item 1. Financial Statements

2022-12-19 compared with 2022-12-19 · 119 added, 135 removed, 329 unchanged (44% of the section changed)

9 unchanged sentences

Convertible notes payable

Notes payable

Total Liabilities

10 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

Operating expenses:

General and administrative (including fees paid to related party of $4,730 and $0)

General and administrative (including fees paid to related party of $0 and $0, and $0 and $1,253, for the three and nine months ended June 30, 2020 and 2019, respectively)

Total operating expenses

9 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

THE THREE MONTHS ENDED DECEMBER 31, 2020 AND 2019

THE THREE AND NINE MONTHS ENDED JUNE 30, 2020 AND 2019

Additional Paid

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$ (5,087,353 )

Balance, March 31, 2019

$ (5,090,990 )

Balance, June 30, 2019

$ (5,094,649 )

Balance, October 1, 2019

2 unchanged sentences

$ (5,102,007 )

Balance, March 31, 2020

$ (5,105,534 )

Balance, June 30, 2020

$ (5,109,094 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED DECEMBER 31, 2020 AND 2019

THE NINE MONTHS ENDED JUNE 30, 2020 AND 2019

Cash flows from operating activities:

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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, Inc.

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

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 months ended December 31, 2020 and

2019, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

of December 31, 2020 and September 30, 2020, the Company had two convertible notes with principal and accrued interest balances totaling

and $30,122 and $29,366, 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 lenders notice of conversion, subject to a floor of $0.01.

For the three and nine months ended June 30, 2020

and 2019, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

of June 30, 2020 and September 30, 2019, the Company had two convertible notes with principal and accrued interest balances totaling

$28,610 and $26,357, 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 lenders notice of conversion, subject to a floor of $0.01.

These common stock equivalents of approximately 2,432,789

and 2,529,261 shares as of December 31, 2020 and 2019, respectively, are not included in the calculation of diluted EPS as

their effect would be anti-dilutive.

of December 31, 2020 and September 30, 2020, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders

and 871,979 shares as of June 30, 2020 and 2019, respectively, are not included in the calculation of diluted

EPS as their effect would be anti-dilutive.

of June 30, 2020 and September 30, 2019, 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.

5 unchanged sentences

recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

August 5, 2020, the FASB issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic

470-20) and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40 , which simplifies the accounting

for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on

an entitys own equity.

The ASUs 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.

December 2019, the FASB issued ASU No.

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

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments (ASU 2016-13).

ASU 2016-13 amends the guidance on the impairment of financial instruments.

This update adds

an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses.

In November 2019, the FASB issued

2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) .

ASU 2019-10 changes the effective date of the credit loss standard (ASU 2016-13) to fiscal years beginning after December 15, 2022, including

interim periods within those fiscal years for smaller reporting companies.

Further, the ASU clarifies that operating lease receivables

are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842.

The Company has determined

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

Adopted Accounting Pronouncements

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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

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.

5 unchanged sentences

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

4 unchanged sentences

2016-02 is effective for reporting periods beginning after December

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.

The Company adopted ASI 2016-02 on October 1, 2019 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, 2020, the Company had an accumulated deficit of $5,120,852 and a working capital deficiency of $257,450.

During the three

months ended December 31, 2020, the Company incurred a net loss of $7,354 and used cash in operating activities of $30.

As of December

31, 2020, the Company had cash of $378.

These conditions raise substantial doubt about the Companys ability to continue as a going

of June 30, 2020, the Company had an accumulated deficit of $5,109,094 and a working capital deficiency of $245,692.

During the nine

months ended June 30, 2020, the Company incurred a net loss of $10,607 and used cash in operating activities of $89.

June 30, 2020, the Company had cash of $438.

These conditions raise substantial doubt about the Companys 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.

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

totaling $91,228 and $88,020, as of December 31, 2020 and September 30, 2020, 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

$16,351 and $13,143 as of December 31, 2020 and September 30, 2020, respectively.

Total expense incurred related to this entity was $4,730

and $0 for the three months ended December 31, 2020 and 2019, respectively, with no other related party expenses incurred.

totaling $87,237 and $87,237, As of June 30, 2020 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 June 30, 2020 and September 30, 2019, respectively.

Total expense incurred related to this entity was $0 and

$0 for the three months ended June 30, 2020 and 2019, respectively, and $0 and $1,253 for the nine months ended June 30, 2020 and 2019,

respectively, with no other related party expenses incurred.

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

2 unchanged sentences

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.

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, 2020 and September 30, 2020, the total accrued interest owing under this note was $5,084 and $4,705,

respectively.

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

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 June 30, 2020 and September 30, 2019, the total accrued interest owing under this note was $4,327

and $3,201, 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

8 unchanged sentences

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, 2020 and September 30, 2020, the total accrued interest owing under this note was $5,038 and $4,660 respectively.

Subsequent to the three months ended December 31, 2020, on December 3, 2021, the Company repaid this loan and accrued interest in full.

As of June 30, 2020 and September 30, 2019, the total accrued interest owing under this note was $4,282 and $3,156 respectively.

Subsequent to the nine months ended June 30, 2020, 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, 2020 and September 30, 2020,

As of June 30, 2020 and September 30,

2019, the total accrued interest owing under this note was $7,494 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 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

4 unchanged sentences

of 12% per annum.

As of the December 31, 2020 and September 30, 2020, the total accrued interest owing under this note was $7,639 and

As of the June 30, 2020 and September 30, 2019, the total accrued interest owing under this note was $6,127 and $3,875,

respectively.

Subsequent to the three months ended December 31, 2020, 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, 2020 and 2019.

following is a summary of outstanding stock options issued to employees and directors as of December 31, 2020 and September 30, 2020:

Exercise Price per

Outstanding December 31, 2020 and September 30, 2020

Exercisable, December 31, 2020 and September 30, 2020

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of December 31, 2020 and September

Exercise Price per

Outstanding December 31, 2020 and September 30, 2020

Exercisable, December 31, 2020 and September 30, 2020

was no equity-based compensation for the three months ended December 31, 2020 and 2019.

Subsequent to the nine months ended June 30, 2020, on December 3, 2021, the Company repaid this loan and accrued interest

stock options were granted during the nine months ended June 30, 2020 and 2019.

following is a summary of outstanding stock options issued to employees and directors As of June 30, 2020 and September 30, 2019:

June 30, 2020 and September 30, 2019

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

June 30, 2020 and September 30, 2019

was no equity-based compensation for the nine months ended June 30, 2020 and 2019.

SUBSEQUENT EVENTS

of Loans Payable

to December 31, 2020, 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 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.

To date, the Company has made

principal and accrued interest payment of $65,000 and $14,191, respectively.

As of the date of this report, the original due date of

such notes has not been extended and are in default.

To date, the Company has

made principal and accrued interest payment of $65,000 and $14,191, respectively.

As of the date of this report, the original due date

of such notes has not been extended and are in default.

Managements Discussion and Analysis of Financial Condition and Results of Operations

3 unchanged sentences

related notes contained in our Annual Report on Form 10-K, as filed with the Securities & Exchange Commission on December 19, 2022.

Certain statements made in this discussion are forward-looking statements within the meaning of The Private Securities Litigation

statements made in this discussion are forward-looking statements within the meaning of The Private Securities Litigation

Reform Act of 1995.

8 unchanged sentences

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,

84 unchanged sentences

of Operations

of the Three Months Ended December 31, 2020 to the Three Months Ended December 31, 2019

revenue or cost of sales were generated for the three months ended December 31, 2020 or December 31, 2019.

Companys expenses for the three months ended December 31, 2020 and 2019, are summarized as follows:

Three Months Ended December 31,

General and administrative

(including $4,730 and $0 of fees paid to related party)

Total operating expenses

increase in general and administrative expenses for the three months ended December 31, 2020 compared to the three months ended December

31, 2019 of $3,834 is due primarily to an increase in filing fees.

Three Months Ended December 31,

Interest Expense

Total other expenses

expense was unchanged for the three months ended December 31, 2020 from the comparative period of 2019 representing accrued interest

on the Companys notes payable.

of the Three Months Ended June 30, 2020 to the Three Months Ended June 30, 2019

revenue or cost of sales were generated for the three months ended June 30, 2020 or June 30, 2019.

Companys expenses for the three months ended June 30, 2020 and 2019, are summarized as follows:

Months Ended June 30,

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

operating expenses

decrease in general and administrative expenses for the three months ended June 30, 2020 compared to the three months ended June 30,

2019 of $279 is due primarily to a decrease in accounting fees.

Months Ended June 30,

other expenses

expense increased $180 for the three months ended June 30, 2020 from the comparative period of 2019 due to the increase in interest rate

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

of the Nine Months Ended June 30, 2020 to the Nine Months Ended June 30, 2019

revenue or cost of sales were generated for the nine months ended June 30, 2020 or June 30, 2019.

Companys expenses for the nine months ended June 30, 2020 and 2019, are summarized as follows:

Months Ended June 30,

and administrative (including fees paid to related party of $0 and $1,253)

operating expenses

decrease in general and administrative expenses for the nine months ended June 30, 2020 compared to the nine months ended June 30, 2019

of $696 is due primarily to a decrease in accounting fees.

Months Ended June 30,

other expenses

expense increased $1,148 for the nine months ended June 30, 2020 from the comparative period of 2019 due to the increase in interest

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

and Capital Resources

following table sets forth a summary of changes in working capital as of ended December 31, 2020 and September 30, 2020:

December 31, 2020

September 30, 2020

Current Assets

Current Liabilities

Working capital

decrease in current assets of $30 is mainly due to a decrease in cash from the payment of outstanding bills during the three months ended

December 31, 2020.

The increase in current liabilities of $7,324 is primarily due to an increase in accounts payable and accrued liabilities

during the three months ended December 31, 2020.

following table sets forth a summary of changes in cash flows for the three months ended December 31, 2020 and 2019:

Three Months Ended December 31,

Net cash used in operating activities

Change in cash

of December 31, 2020, our cash balance was $378.

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, 2020 of $30 was mainly due to the net loss that was incurred during the

following table sets forth a summary of changes in working capital as of ended June 30, 2020 and September 30, 2019:

decrease in current assets of $89 is mainly due to a decrease in cash from the payment of outstanding bills during the nine months ended

June 30, 2020.

The increase in current liabilities of $10,518 is primarily due to an increase in accrued liabilities during the nine

months ended June 30, 2020.

following table sets forth a summary of changes in cash flows for the nine months ended June 30, 2020 and 2019:

Months Ended June 30,

cash used in operating activities

of June 30, 2020, our cash balance was $438.

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, 2020 of $89 was mainly due to the net loss that was incurred during the period.

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

37 unchanged sentences

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