What changed in this filing

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Item 9A. Controls and Procedures

2022-12-19 compared with 2022-12-19 · 120 added, 116 removed, 661 unchanged (26% 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, 2022, 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, 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.

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, 2021, our disclosure controls and procedures were not effective due to the

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Position Held with Company

First Elected or

Date First Elected or

Neil Reithinger (1)

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incurred fees to Eventus of $45,848 and $783, respectively, and owed Eventus $51,109 and $13,143, respectively, as of September 30, 2021

2022 and 2021.

The office space used by the Company is provided by Eventus at no charge.

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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

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

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

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sole director preapproves all services provided by our independent registered public accounting firm.

All of the above services and

fees were reviewed and approved by our sole director before the respective services were rendered.

Our sole director has considered

the nature and amount of fees billed and believes that the provision of services for activities unrelated to the audit is compatible

with maintaining their respective independence.

All of the above services and fees

were reviewed and approved by our sole director before the respective services were rendered.

Our sole director has considered the nature

and amount of fees billed and believes that the provision of services for activities unrelated to the audit is compatible with maintaining

their respective independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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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 Registrants Quarterly Report on Form 10-Q filed on December 19, 2022)

Promissory Note dated June 16, 2021 with Scott Lauer (incorporated by reference to our Registrants Quarterly Report on Form 10-Q filed on December 19, 2022)

Promissory Note dated June 30, 2021 with Utopia Capital, LLC (incorporated by reference to our Registrants Quarterly Report on Form 10-Q filed on December 19, 2022)

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.

(incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

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

(incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated July 6, 2021 with Happy David Walters (incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated July 6, 2021 with Happy David Walters

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

(incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

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

(incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated July 22, 2021 with Gary Goodman (incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated July 26, 2021 with Stefan Galluppi (incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated August 4, 2021 with Justin Schreiber (incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated August 6, 2021 with Alexander Lim (incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated August 12, 2021 with Aliunde Limited (incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

Promissory Note dated September 28, 2021 with Neil Reithinger (incorporated by reference to our Registrants Annual Report on Form 10-K filed on December 19, 2022)

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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September 30, 2021.

During the year ended September 30, 2022, the Company incurred a net loss of $164,969 and used cash in operating

activities of $68,553.

During the year ended September 30, 2021, the Company incurred a net loss of $76,089 and used cash in operating activities

As of September 30, 2021, the Company had cash of $261,152.

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 uncertainty.

Our opinion is not modified with respect to that matter.

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Current assets:

Prepaid expenses

LIABILITIES AND STOCKHOLDERS DEFICIT

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Notes payable

Notes payable – related party

Note payable – related party

Total Liabilities

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Total other expenses, net

$ ( 164,969 )

Per share information:

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

PHARMACEUTICALS, INC.

STATEMENT OF STOCKHOLDERS DEFICIT

THE TWELVE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

PEAK PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

Additional Paid

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

PHARMACEUTICALS, INC.

STATEMENTS OF CASH FLOWS

THE TWELVE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

PEAK PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

Cash flows from operating activities:

$ ( 164,969 )

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

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Net cash used in operating activities

Cash flows (used in) provided by financing activities:

Cash flows from financing activities:

Proceeds from issuance of notes payable

Proceeds from issuance of notes payable - related party

Payments on notes payable

Payment on convertible note payable

Net cash flows (used in) provided by financing activities:

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,

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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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 inputs.

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

ASC 820 defines the hierarchy as follows:

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

of September 30, 2021, the Company had two convertible notes with principal and accrued interest balances totaling and $32,366.

the twelve months ended September 30, 2022, the Company repaid one of these notes and related accrued interest totaling $15,408.

September 30, 2022, the Company had one convertible note remaining with principal and accrued interest totaling $15,711.

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 327,319 and 311,210 shares as of September 30 30, 2022 and 2021,

respectively, are not included in the calculation of diluted EPS as their effect would be anti-dilutive.

of September 30, 2021 and 2020, the Company had two convertible notes with principal and accrued interest balances totaling $32,366 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.

These common stock equivalents of approximately 311,210 and 3,058,935

shares for the years ended September 30, 2021 and 2020, respectively, are not included in the calculation of diluted EPS as their effect

would be anti-dilutive.

of September 30, 2021 and 2020, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders option,

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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

(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.

2 – GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

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totaling $ 133,986 and $ 88,020 , as of September 30, 2021 and 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 $ 78,804

and $ 59,109 , as of September 30, 2022 and 2021, respectively, Total expense incurred related to this entity was $ 28,056 and $ 40,608 for

the years ended September 30, 2022 and 2021, respectively, with no other related party expenses incurred.

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 $ 59,109 and $ 13,143 ,

as of September 30, 2021 and 2020, respectively, Total expense incurred related to this entity was $ 40,608 and $ 783 for the years ended

September 30, 2021 and 2020, respectively, with no other related party expenses incurred.

4 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

Notes Payable

with Trius Holdings Limited

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 September 30, 2022 and 2021, the total accrued interest owing under this note was $ 7,689 and

$ 6,205 , respectively.

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

interest rate of 15%.

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

with Individual

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the note from March 30, 2018 to March 30, 2019.

As of September 30, 2022 and 2021, the total accrued interest owing under this note was

$ 0 and $ 6,160 , respectively.

On December 3, 2021, the Company repaid this loan and accrued interest in full.

As of September 30, 2021, the total balance and accrued interest owing under this note

was $ 10,000 and $ 6,160 , respectively.

Subsequent to the year ended September 30, 2021, on December 3, 2021, the Company repaid this loan

and accrued interest in full.

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, 2022 and 2021, the

total accrued interest owing under this note was $ 15,282 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, 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%.

with Individual

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note in the amount of $ 20,000 .

The note is unsecured, is due and payable in full on October 2, 2018, and it accrues interest at a rate

of 12% per annum.

As of the September 30, 2022 and 2021, the total accrued interest owing under this note was $ 0 and $ 9,883 , respectively.

On December 3, 2021, the Company repaid this loan and accrued interest in full.

The note is unsecured, is due and payable in full on October 2, 2018, and accrues interest at a rate of

12% per annum.

The default interest rate is 15%.

As of the September 30, 2021, the total balance and accrued interest owing under this

note was $ 20,000 and $ 9,883 , respectively.

Subsequent to the year ended September 30, 2021, on December 3, 2021, the Company repaid this

loan and accrued interest in full.

June 14, 2021, the Company entered into an agreement with our sole officer and director.

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at a rate of 1.5% per annum.

As of September 30, 2022 and 2021, the total accrued interest owing under this note was $ 415 and $ 22 , respectively.

As of the date of this report, the due date has not been extended and the note is in default.

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 .

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As of the September

30, 2022 and 2021, the total accrued interest owing under this note was $ 2,360 and $ 2 , 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 10%.

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

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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, 2022 and

2021, the total accrued interest owing under these notes was $ 23,250 and $ 755 .

In June 2022, the Company repaid one of the notes with

a principal balance of $35,000.

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

at the default interest rate of 10%.

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%.

5 – STOCK OPTIONS

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of approximately $ 19,000 and $ 4,000 for the years ended September 30, 2021 and 2020, respectively.

of September 30, 2022, the Company had net operating loss carry forwards of approximately $ 1,380,000 (2021:

of September 30, 2021, we have a net operating loss carry forwards of approximately $ 1,215,000 (2020:

$ 1,139,000 ).

Future utilization

of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code.

These federal

and state operating losses expire between 5 and 20 years, with no expiration for the federal net operating losses for the years 2019

through 2021.

The Company records tax penalties and interest as a component of operating expenses.

The loss will be available

to offset future taxable income.

If not used, these carry forwards will expire in varying amounts through 2038.

are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2015 through

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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-K

Item 9A. Controls and Procedures