What changed in this filing

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Item 1. Business

2022-12-19 compared with 2018-01-12 · 107 added, 210 removed, 17 unchanged (95% of the section changed)

Forward-Looking Statements

Annual Report on Form 10-K includes a number of forward-looking statements that reflect management's current views with respect

to future events and financial performance.

Forward-looking statements are projections in respect of future events or our

future 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”

or the negative of these terms or other comparable terminology.

Those statements include statements regarding the intent, belief or current expectations

of us and members of our management team as well as the assumptions on which such statements are based.

Prospective investors are

cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties,

and that actual results may differ materially from those contemplated by such forward-looking statements.

Forward-looking

statements made in this Annual Report on Form 10-K include statements about:

the plans and objectives of management for future

operations, including plans or objectives relating to the development of our business plan to merge or acquire another

operating business;

a projection of income (including income/loss), earnings (including

earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items;

our future financial performance, including any such statement

contained in a discussion and analysis of financial condition by management or in the results of operations

included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”);

the assumptions underlying or relating to any

statement described in points above.

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 this Annual Report on Form 10-K for the year ended September 30, 2017, 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.

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.

are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with

the Securities and Exchange Commission.

We undertake no obligation to update or revise forward-looking statements to reflect changed

assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by

We believe that our assumptions are based upon reasonable data derived from and known about our business and operations.

assurances are made that actual results of operations or the results of our future activities will not differ materially from our

As used in this Annual

Report on Form 10-K and unless otherwise indicated, the terms “Peak,”

“we,”

“us,”

“our,”

or the “Company”

refer to Peak Pharmaceuticals, Inc.

and its Subsidiary, Peak BioPharma Corp.

Unless otherwise specified,

all dollar amounts are expressed in United States dollars.

Our common stock is currently listed on the OTC Markets, Pink Tier,

under the symbol “PKPH.”

History and Overview

We 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.

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).

On 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.

In early March 2014, we

decided to enter in to 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.

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

2014 changed our trading symbol on OTC Markets to “CTCO”.

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.

Since early March

2014 we had been 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.

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.

Recently, hemp cultivation

was legalized in 11 states, including Colorado, and, on a limited basis, at the federal level as part of the Agricultural Act

of 2014 (the “2014 US Farm Bill”) passed in February 2014, which sets the agricultural product apart from

Industrial hemp has THC content below 0.3%, compared to the 1-20% typically found in marijuana.

On 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 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

property (collectively, the “Licensed Intellectual Property”).

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

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 Licensor’s customer base.

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.

In 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.

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.

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.

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.

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

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.

● Termination

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.

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 processes and systems, websites, domain names, customer lists, supplier

lists trade secrets and know- how, and other related intellectual property.

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.

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:

October 15, 2015

September 30, 2015

Prepaid Expenses

Accounts payable

Royalties payable

Accrued liabilities

Total liabilities

Net assets sold

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

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.

● Collections:

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.

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 attempting to acquire or merge with an entity with significant

operations in order to create a viable business model and value for our shareholders.

All of our business

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

Throughout 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.

We currently have authorized

350,000,000 shares of capital stock, consisting of (i) 325,000,000 shares of common stock, and (ii) 25,000,000 shares of “blank

Preferred Stock.

On 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.

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.

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.

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.

Recent Corporate Developments

For the years ended September

30, 2017, our company has received two convertible promissory notes from unrelated third parties.

These loans are convertible into

shares of our company pursuant to the terms of the loan agreements.

All the loans, convertible promissory notes, and warrants include

terms that make them subject to the share splits.

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 at the date all or a part of the principal outstanding into shares of the common stock.

be 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 offshore investor.

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

at the date all or a part of the principal outstanding into shares of the common stock.

This would be 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

Strategy and Outlook

If we can raise sufficient

capital, of which there can be no assurance, our business strategy is to actively pursue additional opportunities and operating

companies to merge with or acquire in furtherance of a profitable business and to build value for our shareholders.

As of the date of this

report we have 1 employee, Neil Reithinger, our principal executive officer.

All of our business operations

historically had been carried on through our wholly-owned subsidiary, Peak BioPharma Corp., a Colorado corporation.

Intellectual Property

We do not presently own

any intellectual property.

Government Regulation

Based upon the regulatory

activity related to imposition of restrictions and limitations on the sale and marketing of hemp-based health products for the

veterinary market, on October 1, 2015, we elected to terminate our license agreement with Canna-Pet and cease all operations relating

to sale of hemp-based products for animals.

we can raise sufficient capital, of which there can be no assurance, our business strategy is to actively pursue additional opportunities

and operating companies to merge with or acquire in furtherance of a profitable business and to build value for our shareholders.

of the date of this report we have no employees.

Neil Reithinger, our sole and principal executive officer has no employment agreement

with Company and receives no compensation in his capacity.

of our business operations historically had been carried on through our wholly-owned subsidiary, Peak BioPharma Corp., a Colorado corporation.

do not presently own any intellectual property.

upon the regulatory activity related to imposition of restrictions and limitations on the sale and marketing of hemp-based health products

for the veterinary market, on October 1, 2015, we elected to terminate our license agreement with Canna-Pet and cease all operations

relating to sale of hemp-based products for animals.

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.

As a result, we are currently not subject to any government regulation.

a result, we are currently not subject to any government regulation.

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 1. Business