What changed in this filing

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Item 9A. Controls and Procedures

2022-12-19 compared with 2022-12-19 · 146 added, 197 removed, 584 unchanged (37% of the section changed)

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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, 2021, our disclosure controls

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

in the SECs 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.

Based on this

evaluation, our Chief Executive Officer who is also our Chief Financial Officer concluded that, as of September 30, 2020, our disclosure

controls 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 in the SECs 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.

do not have an audit committee.

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committee financial expert, as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards;

it is managements 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.

it is managements 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.

on this evaluation, we determined that as of September 30, 2020, our disclosure controls and procedures were not effective due to the

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Remediation Plan

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:

to raising additional working capital, we plan to take steps to enhance and improve the design of our internal control over financial

During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified

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:

additional qualified personnel to address inadequate segregation of duties and ineffective

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was employed .

Reithinger – Chief Executive Officer, Chief Financial Officer and Director

Reithinger –

Chief Executive Officer, Chief Financial Officer and Director

Reithinger is the Founder and President of Eventus Advisory Group, LLC (Eventus), a private, CFO-services firm incorporated

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following tables set forth, as of December 16, 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

and executive officers.

Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise

following tables set forth, as of December 16, 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 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.

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Shares of common stock underlying options, warrants or notes currently exercisable or convertible or exercisable within

60 days of December 16, 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.

60 days of December 16, 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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and Accounting Fees

March 17, 2017, we engaged Dale Matheson Carr-Hilton Labonte LLP (DMCL) as our independent registered public accounting firm.

March 17, 2017, we engaged Dale Matheson Carr-Hilton Labonte LLP (DMCL) as our independent registered public accounting

Effective as of February 2021, we dismissed DMCL as our independent registered public accounting firm engaged to audit our consolidated

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The following table sets forth the fees billed to the Company for

professional services rendered by Friedman for each of the years ended September 30, 2021 and 2020, respectively:

professional services rendered by DMCL and for Friedman for each of the years ended September 30, 2020 and 2019, respectively:

Audit related fees

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Common Stock Certificate (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)

of Registrant’s 10% Senior Convertible Promissory Note (incorporated by reference to our Registration Statement on Form 8-K

filed on October 17, 2013)

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.)

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.)

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)

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)

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)

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)

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)

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)

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)

Promissory Note dated July 6, 2021 with Church & Keeler, Inc.

Promissory Note dated July 6, 2021 with Draper, Inc.

Promissory Note dated July 6, 2021 with Happy David Walters

Promissory Note dated July 9, 2021 with Carriage House Capital, Inc.

Promissory Note dated July 22, 2021 with John Walters Nick, Jr.

Promissory Note dated July 22, 2021 with Gary Goodman

Promissory Note dated July 26, 2021 with Stefan Galluppi

Promissory Note dated August 4, 2021 with Justin Schreiber

Promissory Note dated August 6, 2021 with Alexander Limited

Promissory Note dated August 12, 2021 with Aliunde Limited

Promissory Note dated September 28, 2021 with Neil Reithinger

13a-14(a)/15d-14(a) Certification

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Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within

the Inline XBRL document)

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part

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As of September 30, 2020, the Company had cash of $408.

These conditions raise substantial doubt about the Companys

ability to continue as a going concern.

Managements evaluation of the events and conditions and managements plans regarding

those matters also are described in Note 2.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

These conditions raise substantial doubt about the Companys ability

to continue as a going concern.

Managements evaluation of the events and conditions and managements plans regarding those

matters also are described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this

Our opinion is not modified with respect to that matter.

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financial statements based 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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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 Companys internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

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.

Audit Matters

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.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

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 Companys internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error 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.

that our audits provide a reasonable basis for our opinion.

have served as the Companys auditor since 2021.

Marlton, New Jersey

PHARMACEUTICALS, INC.

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Convertible notes payable

Notes payable

Note payable – related party

Total Liabilities

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Accumulated deficit

( 5,189,587 )

( 5,113,498 )

Total Stockholders Deficit

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Operating loss

Other (expense) income:

Interest expense (including related party interest of $ 24 and $ 0 )

Gain on forgiveness of debt

Total other expenses, net

Other expenses:

Interest expense

Total other expenses

Per share information:

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

PEAK PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

PHARMACEUTICALS, INC.

STATEMENT OF STOCKHOLDERS DEFICIT

THE TWELVE MONTHS ENDED SEPTEMBER 30, 2020 and 2019

Additional Paid

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$ (5,084,494 )

$ ( 235,085 )

Balance, September 30, 2019

$ (5,098,487 )

$ ( 250,096 )

Balance, September 30, 2020

$ (5,113,498 )

$ ( 326,185 )

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

PEAK PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

PHARMACEUTICALS, INC.

STATEMENTS OF CASH FLOWS

THE TWELVE MONTHS ENDED SEPTEMBER 30, 2020 and 2019

Cash flows from operating activities:

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

Gain on debt forgiveness

Change in operating assets and liabilities:

Accounts payable

Accounts payable - related parties

Accrued liabilities

Accrued expenses

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of notes payable

Proceeds from issuance of note payable – related party

Net cash provided by financing activities

Net change in cash

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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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Value Measurements

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

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:

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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

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

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

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

June 2016, the FASB issued ASU No.

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Adopted Accounting Pronouncements

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.

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.

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

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

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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.

February 2016, the FASB issued ASU No.

2016-02, Leases, to improve financial reporting about leasing transactions.

This ASU will

require organizations that lease assets (lessees) to recognize a lease liability and a right-of-use asset on its balance

sheet for all leases with terms of more than twelve months.

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.

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

because lessees must recognize lease assets and lease liabilities.

This ASU leaves the accounting for the organizations that own the

assets leased to the lessee (lessor) largely unchanged except for targeted improvements to align it with the lessee accounting

model and Topic 606, Revenue from Contracts with Customers.

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.

GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

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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.

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

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to be related if they are subject to common control or common significant influence.

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

payable –

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

totaling $88,020 and $87,237, as of September 30, 2020 and 2019, respectively.

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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.

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 September 30, 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

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 September 30, 2020, the total balance and accrued interest owing under this note was $10,000

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 rate of 15%.

with Individual

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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 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%.

As of September 30, 2020, the total balance

and accrued interest owing under this note was $23,000 and $8,363, 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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loan and accrued interest in full.

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 .

the three months ended September 30, 2021, the Company entered into a note payable with our sole officer and director for $ 30,000 .

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%.

Payable Issued During the Twelve Months Ended September 30, 2021

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

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%.

STOCK OPTIONS

stock options were granted during the years ended September 30, 2020 and 2019.

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

Schedule of share-based compensation, stock options, activity

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

Exercise Price per

Outstanding September 30, 2021 and 2020

Outstanding September 30, 2020 and September 30, 2020

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2020 and 2019:

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding September 30, 2021 and 2020

Outstanding September 30, 2020 and September 30, 2019

was no equity-based compensation for the years ended September 30, 2020 and 2019.

6 – INCOME TAXES

income tax provisions for the years ended September 30, 2020 and 2019 are summarized below:

Schedule of Deferred Income Tax Provision

Total deferred

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The sources and tax effect of the differences are as follows:

Schedule of Income Tax Reconciliation

Income tax provision – federal rate

Income tax provision –

State income taxes, net of federal benefit

Change in valuation allowance

Effective income tax rate

components of the Companys deferred tax assets and liabilities as September 30, 2020 and 2019 is as follows:

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets:

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of September 30, 2020, we have a net operating loss carry forwards of approximately $1,139,000 (2019:

$ 1,139,000 ).

The loss will be available

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30, 2020, we did not have any significant unrecognized uncertain tax positions.

Tax Cuts and Jobs Act (the Act) was enacted on December 22, 2017.

The Act reduces the US federal corporate tax rate from 35% to 21% and

requires the Company to re-measure certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse

in the future, which is generally 21%.

The Company adopted the new rate as it relates to the calculations of deferred tax amounts as

of January 1, 2018.

SUBSEQUENT EVENTS

of Loans Payable

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.

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-K

Item 9A. Controls and Procedures