What changed in this filing

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Item 1. Financial Statements

2022-12-19 compared with 2018-08-13 · 461 added, 512 removed, 49 unchanged (95% of the section changed)

FINANCIAL STATEMENTS

PEAK PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2018

September 30,

Current assets:

PHARMACEUTICALS, INC.

CONSOLIDATED BALANCE SHEETS

AND STOCKHOLDERS DEFICIT

payable (including $ 140,031 and $ 133,986 due to related parties)

notes payable

Notes payable

payable – related party

Stockholders

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

stock, $ 0.0001 par value, 300,000,000 shares authorized, 78,363,567 shares issued and outstanding

paid in capital

( 5,294,672 )

( 5,189,587 )

Stockholders Deficit

Liabilities and Stockholders Deficit

Accounts payable

Accrued liabilities

Convertible notes payable

Total Liabilities

Stockholders’

Preferred stock, $0.00001 par value, 25,000,000 authorized, none issued or outstanding

Common stock, $0.0001 par value, 325,000,000 shares authorized, 78,363,562 shares issued and outstanding, as of June 30, 2018 and September 30, 2017

Additional paid in capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

See the accompanying

notes to the condensed consolidated financial statements

The accompanying footnotes are an integral part

of these condensed consolidated financial statements.

PEAK PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED JUNE

30, 2018 AND 2017

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

PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

1 unchanged sentence

Operating expenses:

General and administrative

Interest expense

Total expenses

Operating income (loss)

Change in fair value of convertible debt

General and administrative (including fees paid to related party of $ 6,919 and $ 15,705 , and $ 14,968 and $ 43,283 , for the three and nine months ended March 31, 2022 and 2021, respectively)

Total operating expenses

Operating loss

Other expenses (income):

Interest expense (including related party interest of $ 873 and $ 3 , and $ 1,868 and $ 3 , for the three and nine months ended March 31, 2022 and 2021, respectively)

Gain on forgiveness of debt

Total other expenses (income), net

Net income (loss)

$ ( 105,085 )

Per share information:

Basic weighted average shares outstanding

Diluted weighted average shares outstanding

Net loss per share - basic and diluted

See the accompanying

notes to the condensed consolidated financial statements

The accompanying footnotes are an integral part

of these condensed consolidated financial statements.

PEAK PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH

FOR THE NINE MONTHS ENDED JUNE 30, 2018 AND

For the Nine Months Ended

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

Net loss per share - basic

Net income per share - diluted

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

PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

THE THREE AND NINE MONTHS ENDED JUNE 30, 2022 AND 2021

Additional Paid

Balance, October 1, 2020

$ ( 5,113,498 )

$ ( 250,096 )

Balance, December 31, 2020

( 5,120,852 )

Balance, March 31, 2021

( 5,163,564 )

( 5,155,728 )

Balance, June 30, 2021

$ ( 5,182,770 )

$ ( 319,368 )

Balance, October 1, 2021

$ ( 5,189,587 )

$ ( 326,185 )

Balance, December 31, 2021

( 5,248,942 )

Balance, March 31, 2022

( 5,303,505 )

Balance, June 30, 2022

$ ( 5,294,672 )

$ ( 431,270 )

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

PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

THE NINE MONTHS ENDED JUNE 30, 2022 AND 2021

Cash flows from operating activities:

$ ( 105,085 )

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

Change in fair value of convertible debt

Gain on debt forgiveness

Change in operating assets and liabilities:

Accounts payable

Disposal of discontinued operations

Accounts payable - related parties

Accrued liabilities

2 unchanged sentences

Proceeds from issuance of notes payable

Proceeds from issuance of note payable – related party

Payments on notes payable

Payment on convertible note payable

Net cash provided by financing activities

5 unchanged sentences

Cash paid for income taxes

See the accompanying

notes to the condensed consolidated financial statements

The accompanying footnotes are an integral part

of these condensed consolidated financial statements.

PEAK PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 –

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated

in Nevada on December 18, 2007.

After a number of name changes, we again, changed our name to Peak Pharmaceuticals, Inc.

This name was consistent with our business operations and plans relating to development, manufacturing and marketing

of hemp-based nutraceutical and supplement products for the human and animal health markets.

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

PHARMACEUTICALS, INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company was incorporated in Nevada on December 18, 2007.

After a number of name changes, we again, changed our name to Peak Pharmaceuticals,

on December 23, 2014.

This name was consistent with our business operations and plans relating to development, manufacturing and

marketing of hemp-based nutraceutical and supplement products for the human and animal health markets.

On October 1, 2015, we discontinued

certain operations of the Company.

Throughout this report,

the terms “our,”

“we,”

“us,”

and the “Company”

refer to Peak Pharmaceuticals, Inc.

and its subsidiary, Peak BioPharma Corp.

Basis of Presentation

The accompanying unaudited

condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting

principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X.

Accordingly, certain

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed

These condensed consolidated financial statements should be read in conjunction with the financial statements and notes

thereto included in our annual report on Form 10-K for the year ended September 30, 2017.

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,

and its wholly-owned subsidiary, Peak BioPharma Corp.

of Presentation

accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted

accounting principles (GAAP) for interim financial statements, instructions to Form 10-Q, and Regulation S-X.

certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and

notes thereto included in our annual report on Form 10-K for the year ended September 30, 2021.

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.

Recent Pronouncements

From time to time, new

accounting pronouncements are issued that we adopt as of the specified effective date.

We believe that the impact of recently issued

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

In 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 lessee’s obligation to make lease payments arising from

a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s 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 15, 2018.

We do not expect the adoption of this guidance to have an impact on our consolidated financial

In April 2016, the FASB

issued ASU 2016 –

10 “Revenue from Contract 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 entity’s promise to grant a license provides a customer with either

a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s

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.

This guidance has no effective date as yet.

The Company is currently evaluating the impact

of adopting this guidance.

In August 2016, the FASB

issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”.

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

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 is currently evaluating the impact of adopting this guidance.

In November 2016, the FASB

issued ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”.

The new guidance requires that the reconciliation

of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted

cash equivalents.

If restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will

be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet.

Companies will

also need to disclose information about the nature of the restrictions.

The guidance is effective for fiscal years beginning after

December 15, 2017, 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.

In 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 has determined that the adoption of this guidance

has no impact on its consolidated financial statements.

On 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 has determined that the adoption of this guidance has no

impact on its consolidated financial statements.

NOTE 2 –

GOING CONCERN AND MANAGEMENT’S

LIQUIDITY PLANS

As of June 30, 2018, the

Company had an accumulated deficit of $5,077,511 and a working capital deficiency of $214,110.

During the nine months ended June

30, 2018, the Company used cash in operating activities of $28,632.

As of June 30, 2018, the Company had cash of $17,359.

conditions raise substantial doubt about the Company’s 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.

There is no assurance that

additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the

Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow.

If the Company

is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend

payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital

is raised to support further operations.

(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

unaudited condensed consolidated financial statements include the financial statements of the Company and our wholly owned subsidiary

Peak BioPharma Corp.

All inter-company balances and transactions among the companies have been eliminated upon consolidation.

preparation of unaudited condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates

and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the consolidated financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ

from those estimates.

estimates made in connection with the accompanying consolidated financial statements include the valuation allowances against net deferred

tax assets and accounting for convertible debt.

calculate net loss per share in accordance with ASC Topic 260, Earnings per Share .

Basic net loss per share is computed by dividing

net loss by the weighted average number of shares of common stock outstanding for the period, and diluted earnings per share is computed

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

For the three months ended June 30, 2021 and for

the nine months ended June 30, 2022 and 2021, any equivalents would have been anti-dilutive as we had net losses for the periods then

For the three months ended June 30, 2022, the common stock equivalents were dilutive as we had net income for the period then

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

the nine months ended June 30, 2021, the Company repaid one of these notes and related accrued interest totaling $15,408.

30, 2022, the Company had one convertible note remaining with principal and accrued interest totaling $17,948.

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

These common stock equivalents of approximately 348,482 and 339,159 shares as of June 30, 2022 and 2021, respectively, are

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

of June 30, 2022 and September 30, 2021, 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.

Issued Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Companys financial statements.

time to time, new accounting pronouncements are issued that we adopt as of the specified effective date.

We believe that the impact of

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.

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

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 2019-12 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.

2 – GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of June 30, 2022, the Company had an accumulated deficit of $ 5,294,672 and a working capital deficiency of $ 431,270 .

During the nine

months ended June 30, 2022, the Company incurred a net loss of $ 105,085 and used cash in operating activities of $ 64,812 .

30, 2022, the Company had cash of $ 131,340 .

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.

There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on

terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash

If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan

to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional

capital is raised to support further operations.

There can be no assurance that such a plan will be successful.

Accordingly, the accompanying

consolidated financial statements have been prepared in conformity with U.S.

GAAP, which contemplates continuation of the Company

as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business.

amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or

settlement values.

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

NOTE 3 –

the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S.

GAAP, which contemplates

continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course

The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do

not necessarily represent realizable or settlement values.

The unaudited condensed consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

3 – RELATED PARTY TRANSACTIONS

Parties, which can be corporations

or individuals, are considered to be related if they have the ability, directly or indirectly, to control the other party or exercise

significant influence over the other party in making financial and operating decisions.

Companies are also considered to be related

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

Accounts payable –

related parties are the amounts payable to officers and directors of the Company for reimbursement of expenses they incurred on

behalf of the Company as well as Directors’

fees and salaries.

Included in accounts payable at June 30, 2018 are amounts

totaling $47,877 (December 31, 2017 $47,877) owed to related parties.

NOTE 4 –NOTES PAYABLE

Loan with Trius Holdings Limited

On 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.

The note matures in one year.

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 lender’s 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.

Loan with Individual

On March 30, 2017, the

Company entered into an agreement with an individual.

Pursuant to the terms of the agreement, the individual acquired a 12% convertible

note with an aggregate face value of $10,000.

The note matures in one year.

The individual 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 lender’s notice of conversion, subject to a floor

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

Loan with Mediapark Investments Limited

On 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.

which can be corporations or individuals, are considered to be related if they have the ability, directly or indirectly, to control the

other party or exercise significant influence over the other party in making financial and operating decisions.

Companies are also considered

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

totaling $ 140,031 and $ 133,986 , as of June 30, 2022 and September 30, 2021, 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

$ 65,154 and $ 59,109 as of June 30, 2022 and September 30, 2021, respectively.

Total expense incurred related to this entity was $ 6,919

and $ 15,705 , and $ 14,968 and $ 43,283 , for the three and nine months ended June 30, 2022 and 2021, 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 .

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 June 30, 2022 and September 30, 2021, the total accrued interest owing under this note was $ 7,311

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%.

with Individual

March 30, 2017, the Company entered into an agreement with an individual.

Pursuant to the terms of the agreement, the individual acquired

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

The note matures in one year and is unsecured.

The individual 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.

The default interest rate is 15%.

On May 11, 2018, the agreement had been amended to extend the maturing date of

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

As of June 30, 2022 and September 30, 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.

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.

As of July 9, 2018, the loan was extended to July 10, 2019.

Loan with Individual

On April 2, 2018, the Company

entered into an agreement with an individual.

Pursuant to the terms of the agreement, we received a promissory note in the amount

The note is due and payable in full on October 2, 2018 and it accrues interest at a rate of 12% per annum.

Total accrued interest

on the above notes was $4,336 as of June 30, 2018 (March 31, 2018 $3,049) and is reflected in accrued liabilities on the accompanying

balance sheet.

NOTE 5 –

STOCKHOLDERS’

We had no preferred or

common stock transactions during the nine-month period ended June 30, 2018 and 2017.

NOTE 6 –

No stock options were granted

during the quarters ended June 30, 2018 and 2017.

The following is a summary

of outstanding stock options issued to employees and directors as of June 30, 2018:

As of June 30, 2022 and September 30,

2021, the total accrued interest owing under this note was $ 14,412 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

April 2, 2018, the Company entered into an agreement with an individual.

Pursuant to the terms of the agreement, we received a promissory

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 June 30, 2022 and September 30, 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.

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 June 30, 2022 and September 30, 2021, the total accrued interest owing under this note

was $ 289 and $ 22 , respectively.

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

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

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.

June 30, 2022 and September 30, 2021, the total accrued interest owing under this note was $ 1,604 and $ 2 , respectively.

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

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 June 30, 2022 and September

30, 2021, the total accrued interest owing under these notes was $ 18,083 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%.

stock options were granted during the nine months ended June 30, 2022 and 2021.

following is a summary of outstanding stock options issued to employees and directors as of June 30, 2022 and September 30, 2021:

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding September 30, 2017 and June 30, 2018

The following is a summary

of outstanding stock options issued to non-employees, excluding directors, as of June 30, 2018:

Outstanding June 30, 2022 and September 30, 2021

Exercisable, June 30, 2022 and September 30, 2021

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of June 30, 2022 and September 30,

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding September 30, 2017 and June 30, 2018

There was no equity-based

compensation for the nine months ended June 30, 2018 and 2017.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking

The following discussion should be read in conjunction with the financial statements and related notes contained in

our Annual Report on Form 10-K, as filed with the Securities & Exchange Commission on January 12, 2018.

Certain statements

made in this discussion are "forward-looking statements"

within the meaning of The Private Securities Litigation Reform

Outstanding June 30, 2022 and September 30, 2021

Exercisable, June 30, 2022 and September 30, 2021

was no equity-based compensation for the nine months ended June 30, 2022 and 2021.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking

report contains forward-looking statements.

The following discussion should be read in conjunction with the financial statements and

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

Reform Act of 1995.

Forward-looking statements are projections in respect of future events or financial performance.

In some cases, you

can identify forward-looking statements by terminology such as “may,”

“should,”

“expects,”

“plans,”

“anticipates,”

“believes,”

“estimates,”

“predicts,”

“potential”

or “continue”

can identify forward-looking statements by terminology such as may, should, expects, plans,

anticipates, believes, estimates, predicts, potential or continue

or the negative of these terms or other comparable terminology.

These statements are only

predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk

Factors”

set forth in our Annual Report on Form 10-K for the year ended September 30, 2017, as filed on January 12, 2018,

any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements

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

forward-looking statements.

These risks may cause the Company’s or its industry’s 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.

Although the Company believes

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

activity or performance.

statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section

entitled Risk Factors set forth in our Annual Report on Form 10-K for the year ended September 30, 2021, as filed on December 19,

2022, any of which may cause our companys or our industrys actual results, levels of activity, performance or achievements

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.

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

levels of activity or performance.

Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness

of these forward-looking statements.

The Company is under no duty to update any forward-looking statements after the date of this

report to conform these statements to actual results.

As used in this quarterly

report and unless otherwise indicated, the terms “we,”

“us,”

“our,”

“Peak,”

the “Company”

refer to Peak Pharmaceuticals, Inc, including our wholly-owned subsidiary Peak BioPharma Corp (“Peak

BioPharma”).

The Company is under no duty to update any forward-looking statements after the date of this report

to conform these statements to actual results.

used in this quarterly report and unless otherwise indicated, the terms we, us, our, Peak,

or the Company refer to Peak Pharmaceuticals, Inc, including our wholly-owned subsidiary Peak BioPharma Corp (Peak

Unless otherwise specified, all dollar amounts are expressed in United States dollars.

We were incorporated as

Surf A Movie Solutions Inc.

in Nevada on December 18, 2007 to engage in the business of the development, sales and marketing of

online video stores.

We were not successful in our efforts and have ceased this line of business.

On October 10, 2013, we

entered into a joint venture agreement with Produced Water Solutions, Inc., a Colorado corporation, that was in the business of

providing economically and environmentally sound solutions for the treatment and recycling of wastewater resulting principally

from oil and gas exploration and production activities.

As a result of our research of this business opportunity, on December 31,

2013, we determined not to move forward with this line of business.

In early March 2014, we

entered into the business of developing, manufacturing and marketing pharmaceutical level products containing phytocannabinoids,

an abundant and pharmaceutically active component of industrial hemp, for the prevention and alleviation of various conditions

and diseases.

In connection therewith, on March 17, 2014 we changed our name to Cannabis Therapy Corp.

On December 23, 2014, we

changed our name to Peak Pharmaceuticals, Inc.

All of our business operations are carried on through our wholly-owned subsidiary,

Peak BioPharma Corp., a Colorado corporation.

On July 29, 2014, through

Peak BioPharma, we entered into a license agreement (the “License Agreement”) with Canna-Pet, LLC (“Licensor”),

a Washington limited liability company, which owns the brand name “Canna-Pet”

and certain related intellectual property

including, but not limited to, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain

names, customer lists, supplier lists, trade secrets and know-how, and other related intellectual property (collectively, the “Licensed

Intellectual Property”), used by Licensor in the conduct of its business related to the production and sale of medical products

made from industrial hemp which are intended exclusively for consumption by pets.

Pursuant to the License Agreement, the Licensor

granted to us a perpetual, exclusive, world-wide license to use the Licensed Intellectual Property in conjunction with our business

and the production and sale of medical products made from industrial hemp as well as the right to sublicense the Licensed Intellectual

Property to third parties.

The License Agreement gives us the right to produce and sell existing products utilizing the Licensed

Intellectual Property and to develop new products, jointly with Licensor or otherwise, based upon the Licensed Intellectual Property.

The License Agreement provided us with an immediate revenue source and access to Licensor’s customer base.

During the term

of the license, all intellectual property rights in and to the Licensed Intellectual Property remained the exclusive property of

In consideration of the

grant of the license, we agreed to pay Licensor license fees in the form of royalty payments calculated on the basis of gross proceeds

received by us from sales of products manufactured, marketed or sold by us utilizing the Licensed Intellectual Property or any

subsequently developed intellectual property which is jointly owned by us and Licensor.

We began selling Canna-Pet products in

October 2014.

Based upon recent regulatory

activity related to imposition of restrictions and limitations on the sale of hemp-based health products for pets, we elected to

terminate our license agreement with the Licensor, effective as of October 1, 2015, and to cease all operations relating to sale

of hemp-based products for pets.

On October 12, 2015, we

entered into an agreement for the termination (“Termination Agreement”) of the License Agreement, effectively selling

the discontinued operations.

The Termination Agreement contained the following provisions:

Termination of License:

The parties agreed to terminate the License Agreement effective as of October

1, 2015, this termination was made by mutual agreement of the parties pursuant to and in accordance with the provisions of the

License Agreement.

Return of Licensed Intellectual Property:

We agreed to return all Licensed Intellectual Property

to the Licensor, and our right to use all, or any portion, of the Licensed Intellectual Property ceased effective as of October

1, 2015, Pursuant to the terms of the License Agreement, the Licensed Intellectual Property included the brand name “Canna-Pet”

and certain related intellectual property, including, but not limited, trademarks and copyrights, formulations, recipes, production

History and Overview

were first incorporated in Nevada as Surf A Movie Solutions, Inc.

on December 18, 2007 to engage in the business of the development sale

and marketing of online video sales.

We were not successful in our efforts and discontinued this line of business.

Since that time and

until August 8, 2014, we were a shell company (as such term is defined in Rule 12b-2 under the Exchange Act).

August 30, 2013, we changed our name to Frac Water Systems, Inc.

and, on October 10, 2013, we decided to engage in the business of providing

economically and environmentally sound solutions for the treatment and recycling of wastewater resulting principally from oil and gas

exploration and production activities.

Due to our research of the business opportunities, on December 31, 2013, we determined not to

move forward with this line of business.

early March 2014, we decided to enter into the business of developing, manufacturing and marketing pharmaceutical level products containing

phytocannabinnoids, an abundant and pharmaceutically active component of industrial hemp, for the prevention and alleviation of various

conditions and diseases.

In connection therewith, on March 17, 2014, we changed our name to Cannabis Therapy Corporation and, on March

24, 2014, changed our trading symbol on OTC Markets to CTCO.

On December 23, 2014, we changed our name to Peak Pharmaceuticals,

and our trading symbol changed to PKPH on February 5, 2015.

March 2014 we began operating as a bio-pharmaceutical and nutraceutical company seeking to develop, manufacture, market and sell safe,

high quality, medicinal products based on extracts from hemp.

Our primary initial focus was on exploitation of the exclusive license

we received from Canna-Pet, LLC, a developer of ingestible health products for pets made from hemp.

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.

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

with Canna-Pet, LLC, (Licensor) a Washington limited liability corporation.

They own the brand name Canna-Pet

and certain related intellectual property including, but not limited to, trademarks and copyrights, formulations, recipes, production

processes and systems, websites, domain names, customer lists, supplier lists, trade secrets and know-how, and other related intellectual

Return of Other Property:

In addition to return of the Licensed Intellectual Property, we agreed

to transfer to Licensor all product inventory, Colorado hemp with permits and authorization, all production/fulfillment contracts,

all e-commerce accounts and processing, all non-disclosure and research agreements and any and all other property in our possession

which was used by us in the conduct of our business related to production and sale of medical cannabis products for pets made from

hemp and low-THC cannabis plants.

Office Space, Equipment and Employees:

In conjunction with the execution of the Termination Agreement,

we granted the Licensor the right to use our office space, for the three-month period from October 1, 2015 through December 31,

2015, on a rent-free basis.

Consideration:

As consideration for the cancellation of the License Agreement and the return of

other property, as described above, the Licensor agreed to waive payment by us and to release us from liability for payment of

any and all unpaid royalties, invoices and other amounts which were otherwise currently due and payable by us to Licensor for sales

of Canna-Pet products for all periods through and including September 30, 2015.

On October 15, 2015, we forwarded to the Licensor all payments received by us after

September 30, 2015 (net of amounts received by us for taxes, duties, governmental charges, freight or shipping charges, and the

like) for Canna- Pet products sold on or after October 1, 2015.

The following is a summary

of the net assets sold as initially determined at Septembers 30, 2015 and updated October 15, 2015:

property (collectively, the Licensed Intellectual Property).

This is used by the Licensor in the conduct of its business

related to the production and sale of medical products made from industrial hemp, which are intended exclusively for consumption by pets.

Pursuant to the License Agreement, the Licensor granted to us a perpetual, exclusive, world-wide license to use the Licensed Intellectual

Property in conjunction with our business and the production and sale of medical products made from industrial hemp, as well as the right

to sublicense the Licensed Intellectual Property to third parties.

The License Agreement gave us the right to produce and sell existing

products utilizing the Licensed Intellectual Property and to develop new products, jointly with Licensor or otherwise, based upon the

Licensed Intellectual Property.

The License Agreement provided us with an immediate revenue source and access to Licensors customer

The License Agreement specified that during the term of the license, all intellectual property rights in and to the Licensed Intellectual

Property remain the exclusive property of Licensor.

consideration of the grant of the license, we agreed to pay Licensor license fees in the form of royalty payments calculated based on

gross proceeds received by us from sales of products manufactured, marketed or sold by us utilizing the Licensed Intellectual Property

or any subsequently developed intellectual property which is jointly owned by us and Licensor.

We began selling Canna-Pet products in

October 2014.

September 30, 2015

Prepaid Expenses

Accounts payable

Royalties payable

Accrued liabilities

Total liabilities

Net assets sold

Our common stock is currently

listed on the OTC Markets, QB Tier, under the symbol “PKPH”.

Recent Corporate Developments

Since the commencement of the year through

June 30, 2018, we received two promissory notes.

One promissory note was for $23,000 on January 10, 2018 and the other was for

$20,000 on April 2, 2018.

Loan Agreements

Loan with Trius Holdings Limited

On March 17, 2017, we entered

into an agreement with Trius Holdings Limited.

Pursuant to the terms of the agreement, the investor acquired a 12% convertible

note with an aggregate face value of $10,000.

The note matures in one year.

The holder of this note 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 lender’s notice of conversion, subject

to a floor of $0.01.

Loan with Individual

On March 30, 2017, we entered

into an agreement with an individual.

Pursuant to the terms of the agreement, the investor acquired a 12% convertible note with

an aggregate face value of $10,000.

The note matures in one year.

The holder of this note 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 lender’s notice of conversion, subject to a floor

Loan with Mediapark Investments Limited

On January 10, 2018, we

entered into an agreement with Mediapark Investments Limited.

Pursuant to the terms of the agreement, the investor acquired a 12%

promissory note with an aggregate face value of $23,000.

The note matures in 180 days, on July 10, 2018.

Loan with Individual

On April 2, 2018, the

Company entered into an agreement with an individual.

Pursuant to the terms of the agreement, we received a promissory note in

the amount of $20,000.

The note is due and payable in full on October 2, 2018 and it accrues interest at a rate of 12% per annum.

Total accrued interest

on the above notes was $4,336 as of June 30, 2018 (March 31, 2018 $3,049) and is reflected in accrued liabilities on the accompanying

balance sheet.

upon recent regulatory activity related to imposition of restrictions and limitations on the sale of hemp-based health products for pets,

we elected to terminate our license agreement with the Licensor, effective as of October 1, 2015, and to cease all operations relating

to sale of hemp-based products for pets.

October 12, 2015, we entered into an agreement for the termination (Termination Agreement) of the License Agreement, effectively

selling the discontinued operations.

Furthermore, based on advice from the Food and Drug Administration, as well as our regulatory counsel,

we decided to revise our strategy and discontinue all efforts to develop and market hemp-based health products.

We currently are pursuing

to acquire or merge with an entity with significant operations in order to create a viable business model and value for our shareholders.

Since October 2015 we have been a shell company (as such term is defined in Rule 12b-2 under the Exchange Act).

of our business operations are carried out through our wholly owned subsidiary, Peak BioPharma Corp., a Colorado corporation.

this Report, unless otherwise noted or required by the context, references to the Company, us, we,

our, and similar terms refer to Peak Pharmaceuticals, Inc.

and our wholly owned subsidiary, Peak BioPharma Corp.

currently have authorized 325,000,000 shares of capital stock, consisting of (i) 300,000,000 shares of common stock, and (ii) 25,000,000

shares of blank check Preferred Stock.

August 15, 2012, our board of directors and stockholders owning a majority of our outstanding common shares, authorized a 50 for 1 forward

stock split of our issued and outstanding common stock.

The forward split became effective on September 27, 2012.

Due to the forward

split, each outstanding share was split into 50 shares.

On March 11, 2014, our board of directors authorized a 1.5 for 1 forward stock

split of our common stock in the form of a dividend.

In connection therewith, our shareholders of record as of the close of business

on March 28, 2014, received an additional 0.5 share of our common stock for each share of our issued and outstanding common stock held

by them on such date.

The forward stock split became effective on April 1, 2014.

of Operations

of the Three Months Ended June 30, 2022 to the Three Months Ended June 30, 2021

No revenue or cost of sales were generated for

the three months ended June 30, 2018 or June 30, 2017 due to the overall reduction in operations of the business.

Our expenses for the three months ended June

30, 2018 are summarized as follows in comparison to our expenses for the three months ended June 30, 2017:

revenue or cost of sales were generated for the three months ended June 30, 2022 and 2021.

Companys expenses for the three months ended June 30, 2022 and 2021, are summarized as follows:

Three Months Ended June 30,

General and administrative

Depreciation and amortization

Stock based compensation

General and administrative (including $6,919 and $15,705 of fees paid to related party)

Total operating expenses

General and administrative

expense decreased by $11,039 for the three months ended June 30, 2018 from the comparative period of 2017 due to the scaling down

Depreciation and amortization expense, as well as stock-based compensation were $0 for the three months ended June

30, 2018 and June 30, 2017.

decrease in general and administrative expenses for the three months ended June 30, 2022 compared to the three months ended June

30, 2021 of $4,754 is due primarily to an increase in filing fees.

Three Months Ended June 30,

Interest Expense (including related party interest of $873 and $3)

Gain on forgiveness of debt

Total other expenses

expense increased $5,590 for the three months ended June 30, 2022 from the comparative period of 2021 primarily from accrued

interest on the Companys notes payable.

The gain on forgiveness of debt of $28,875 for the nine months ended June 30, 2022 was

a result of a decrease of accounts payable as a result of vendor adjustments.

of the Nine months Ended June 30, 2022 to the Nine months Ended June 30, 2021

No revenue or cost of sales were generated for

the nine months ended June 30, 2018 or for the nine months ended June 30, 2017.

Our expenses for the nine

months ended June 30, 2018 are summarized as follows in comparison to our expenses for the nine months ended June 30, 2017:

revenue or cost of sales were generated for the nine months ended June 30, 2022 or June 30, 2021.

Companys expenses for the nine months ended June 30, 2022 and 2021, are summarized as follows:

Nine Months Ended June 30,

General and administrative

Depreciation and amortization

Stock based compensation

General and administrative (including $14,968 and $43,283 of fees paid to related party)

Total operating expenses

General and administrative

expense decreased by $3,142 for the nine months ended June 30, 2018 from the comparative period of 2017, due to an overall decrease

in business operations.

Depreciation and amortization expense as well as stock-based compensation were $0.

increase in general and administrative expenses for the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021

of $45,655 is due primarily to an increase in accounting and audit fees.

Nine Months Ended June 30,

Interest Expense

Change in Fair Value of Convertible Debt

Interest Expense (including related party interest of $1,868 and $3)

Gain on forgiveness of debt

Total other expenses

Interest expense increased

from $634 to $3,094 for the nine months ended June 30, 2018 from the comparative period of 2017 due to additional accrued interest

on the notes.

Liquidity and Financial

Working Capital Deficiency

expense increased for the nine months ended June 30, 2022 from the comparative period of 2021 of $17,543 is due primarily

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

The gain on forgiveness

of debt of $30,414 and $3,029 for the nine months ended June 30, 2022 and 2021, respectively, was a result of the reduction of accounts

payable as a result of vendor adjustments.

The increase of $27,385 was a result of the timing differences of the related

vendor adjustments.

and Capital Resources

following table sets forth a summary of changes in working capital as of ended June 30, 2022 and September 30, 2021:

June 30, 2022

September 30, 2021

Current Assets

Current Liabilities

Working capital deficiency

The increase in current

assets is mainly due to the receipt of a promissory note during the nine months ended June 30, 2018.

The increase in current liabilities

is due to transfer agent, filing and accounting fees incurred for the nine-month period ending June 30, 2018.

Working capital

decrease in current assets of $127,062 is mainly due to a decrease in cash from the payment of outstanding bills and payment of a notes

payable of $65,000 during the nine months ended June 30, 2022.

The decrease in current liabilities of $21,977 is primarily due to a decrease

in accounts payable and payments on notes payable during the nine months ended June 30, 2022.

following table sets forth a summary of changes in cash flows for the nine months ended June 30, 2022 and 2021:

Nine Months Ended June 30,

Net income (loss)

Net cash provided (used) in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Increase (decrease) in cash

As of June 30, 2018, our

cash balance was $17,359.

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.

Net cash used in operations

for the nine months ended June 30, 2018 was $28,632 mainly due a decrease in accounts payable.

We need to raise additional

operating capital on an immediate basis.

Although the expenses of our operations have been significantly reduced due to the termination

of the license agreement as outlined in Note 3 of the financial statements, we need to still evaluate raising additional capital

through the sale of equity securities, through an offering of debt securities or through borrowings from individuals.

be no assurance that such a plan will be successful.

As of the date of this

filing, we do not have enough sufficient cash on hand to cover our operating expenses through the next quarter.

In the absence

of any ongoing commercial operations, we need enough cash to pay certain outside professionals to maintain our compliance under

the Securities Act of 1934.

Management anticipates that it will require an additional $30,000 over the next twelve months to cover

The condensed consolidated

financial statements contained in this report have been prepared assuming that the Company will continue as a going concern.

Company has cumulative net losses through June 30, 2018 of $5,077,511, as well as negative cash flows of $28,632 from operating

The Company's cash and cash equivalents balance as of June 30, 2018 is $17,359.

These factors raise substantial doubt

about the Company's ability to continue as a going concern.

While we will actively

seek to identify sources of liquidity, there are no assurances that such additional sources of liquidity can be obtained on terms

acceptable to us on a commercially reasonable basis, or at all.

These factors raise substantial doubt about our ability to continue

as a going concern.

Furthermore, our “going concern”

and lack of commercial operations may make it more difficult for

us to raise funds.

The consolidated financial

statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and

ultimately to attain profitability.

If the Company raises additional funds through the issuance of equity, the percentage ownership

of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common

Additional financing may not be available upon acceptable terms, or at all.

If adequate funds are not available or are not

available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities,

which could significantly and materially restrict its future plans for developing its business and achieving commercial revenues.

If the Company is unable to obtain the necessary capital, the Company may have to cease operations.

Off-Balance Sheet Arrangements

We have no off-balance

sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in

financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is

material to stockholders.

Effects of Inflation

We do not believe that

inflation has had a material impact on our business, revenues or operating results during the periods presented.

Critical Accounting Policies and Estimates

Our significant accounting

policies are more fully described in the notes to our financial statements included herein for the nine months ended June 30, 2018.

Newly Issued Accounting Pronouncements

See Note 1 to our financial

statements included herein for the nine months ended June 30, 2018 for a discussion of Recently Issued Accounting Pronouncements.

and Qualitative Disclosures about Market Risk

Not applicable.

Net cash used in operating activities

Net cash used in financing activities

Change in cash

of June 30, 2022, our cash balance was $131,340.

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, 2022 of $64,812 was mainly due to the net loss that was incurred during the

cash used in financing activities for the nine months ended June 30, 2022 of $65,000 was due to payment on notes payable during the period.

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

borrowing from individuals.

There can be no assurance that such a plan will be successful.

of the date of this filing, we do not have sufficient cash on hand to cover our operating expenses through the next fiscal year.

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

Our liquidity needs have been satisfied primarily

from the issuance of notes payable.

The notes payable are unsecured, matured on September 30, 2021, have not been extended, and are currently

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

have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that

is material to stockholders.

do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Accounting Policies and Estimates

unaudited condensed financial statements and accompanying notes have been prepared in accordance with United States generally accepted

accounting principles applied on a consistent basis.

The preparation of unaudited condensed financial statements in conformity with U.S.

generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and

the reported amounts of revenues and expenses during the reporting periods.

regularly evaluate the accounting policies and estimates that we use to prepare our unaudited condensed financial statements.

summary of these policies is included in the notes to our unaudited condensed financial statements, along with the related notes contained

in our Annual Report on Form 10-K as filed with the Securities & Exchange Commission.

In general, managements estimates are

based on historical experience, on information from third party professionals, and on various other assumptions that are believed to

be reasonable under the facts and circumstances.

Actual results could differ from those estimates made by management.

accounting standards

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.

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