What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-12-19 compared with 2018-01-12 · 205 added, 473 removed, 29 unchanged (96% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market information

Our shares of common

stock are quoted on the OTC Markets, Pink Tier, under the symbol “PKPH.”

The following table shows the reported

high and low closing bid prices per share for our common stock based on information provided by the OTC Markets.

over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up,

mark-down or commission and may not necessarily represent actual transactions.

Quarter Ended

September 30, 2017

June 30, 2017

March 31, 2017

December 31, 2016

September 30, 2016

June 30, 2016

March 31, 2016

December 31, 2015

Transfer Agent

The transfer agent and

registrar for our common stock is Securities Transfer Corporation, 2901 North Dallas Parkway, Suite 380, Plano, Texas 75093.

phone number is (469) 633-0101 and their website is www.stctransfer.com.

Holders of Common Stock

As of the date of this

report, we have 78,363,567 shares of common stock issued and outstanding held by approximately 19 stockholders of record.

Registration Rights

There were no registration

rights as of September 30, 2017

We have never paid any

cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

shares of common stock are quoted on the OTC Markets, Pink Tier, under the symbol PKPH. On December 19, 2022, the closing price

of our common stock reported by the OTC Markets was $0.044 per share.

transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 North Dallas Parkway, Suite 380, Plano, Texas

Their phone number is (469) 633-0101 and their website is www.stctransfer.com .

of Common Stock

of the date of this report, we have 78,363,567 shares of common stock issued and outstanding held by approximately 19 stockholders of

were no registration rights as of September 30, 2022.

have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable

We intend to retain future earnings to fund ongoing operations and future capital requirements.

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requirements and such other factors as the Board deems relevant.

SELECTED FINANCIAL DATA

Not applicable.

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Notice Regarding Forward Looking

The information contained

in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended.

Actual results may materially differ from those projected in the

forward-looking statements because of certain risks and uncertainties set forth in this report.

Authorized for Issuance Under Equity Compensation Plans

were no equity compensation plans formally approved by the shareholders of the Company as of September 30, 2022.

Sales of Unregistered Securities

the fiscal year ended September 30, 2022, we undertook no sales of unregistered securities.

Purchases of Equity Securities

the fiscal year ended September 30, 2022, we did not repurchase any of our equity securities.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Notice Regarding Forward Looking Statements

information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Actual results may materially differ from those projected

in the forward-looking statements because of certain risks and uncertainties set forth in this report.

Although management believes that

the assumptions made, and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the

underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed

in this report.

We desire to take

advantage of the “safe harbor”

provisions of the Private Securities Litigation Reform Act of 1995.

contains a number of forward-looking statements that reflect management’s current views and expectations with respect

to our business, strategies, products, future results and events, and financial performance.

All statements made in this

filing other than statements of historical fact, including statements addressing operating performance, clinical developments

which management expects or anticipates will or may occur in the future, including statements related to our technology,

market expectations, future revenues, financing alternatives, statements expressing general optimism about future operating

results, and non-historical information, are forward looking statements.

In particular, the words “believe,”

“expect,”

“intend,”

“anticipate,”

“estimate,”

“may,”

of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying

the assumptions made, and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying

assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

contains a number of forward-looking statements that reflect managements current views and expectations with respect to our business,

strategies, products, future results and events, and financial performance.

All statements made in this filing other than statements

of historical fact, including statements addressing operating performance, clinical developments which management expects or anticipates

will or may occur in the future, including statements related to our technology, market expectations, future revenues, financing alternatives,

statements expressing general optimism about future operating results, and non-historical information, are forward looking statements.

In particular, the words believe, expect, intend, anticipate, estimate, may,

variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying

such statements, and their absence does not mean that the statement is not forward-looking.

These forward-looking statements

are subject to certain risks and uncertainties, including those discussed below.

Our actual results, performance

or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by

these forward-looking statements.

We do not undertake any obligation to revise these forward-looking statements to reflect

any future events or circumstances.

Readers should not place

undue reliance on these forward-looking statements, which are based on management’s current expectations and projections

These forward-looking statements are subject

to certain risks and uncertainties, including those discussed below.

Our actual results, performance or achievements could differ materially

from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements.

We do not undertake

any obligation to revise these forward-looking statements to reflect any future events or circumstances.

should not place undue reliance on these forward-looking statements, which are based on managements current expectations and projections

about future events.

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those described below), and apply only as of the date of this filing.

Our actual results, performance or achievements could differ

materially from the results expressed in, or implied by, these forward-looking statements.

Factors which could cause or contribute

to such differences include, but are not limited to, the risks to be discussed in this Annual Report on Form 10-K, information

in press releases, and other communications to shareholders issued by us from time to time.

We undertake no obligation to publicly

update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Use of Generally Accepted Accounting Principles

(“GAAP”) Financial Measures

We use United States GAAP

financial measures in the section of this report captioned “Management’s Discussion and Analysis or Plan of Operation”

(MD&A), unless otherwise noted.

All the GAAP financial measures used by us in this report relate to the inclusion of financial

This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included

elsewhere in this annual report.

Our actual results, performance or achievements could differ materially

from the results expressed in, or implied by, these forward-looking statements.

Factors which could cause or contribute to such differences

include, but are not limited to, the risks to be discussed in this Annual Report on Form 10-K, information in press releases, and other

communications to shareholders issued by us from time to time.

We undertake no obligation to publicly update or revise any forward-looking

statements, whether because of new information, future events, or otherwise.

of Generally Accepted Accounting Principles (GAAP) Financial Measures

use United States GAAP financial measures in the section of this report captioned Managements Discussion and Analysis or

Plan of Operation (MD&A), unless otherwise noted.

All the GAAP financial measures used by us in this report relate to the inclusion

of financial information.

This discussion and analysis should be read in conjunction with our financial statements and the notes thereto

included elsewhere in this annual report.

All references to dollar amounts in this section are in United States dollars, unless expressly

stated otherwise.

Please see our “Risk Factors”

for a list of our risk factors.

This subsection of MD&A

provides an overview of the important factors that management focuses on in evaluating our businesses, financial condition and

operating performance, our overall business strategy and our financial results for the periods covered.

Please see our Risk Factors for a list of our risk factors.

subsection of MD&A provides an overview of the important factors that management focuses on in evaluating our businesses, financial

condition and operating performance, our overall business strategy and our financial results for the periods covered.

The consolidated financial

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

The Company had cumulative

net losses through September 30, 2022 of $5,354,556, as well as negative cash flows of $68,553 from operating activities.

The Companys

cash and cash equivalents balance as of September 30, 2022 was $127,599.

These factors raise substantial doubt about the Companys ability

to continue as a going concern.

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

consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a

going concern.

The Companys 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.

of Operations

of the Years Ended September 30, 2017 to the Years Ended September 30, 2016

No revenue or cost of sales were generated for

the years ended September 30, 2017 or September 30, 2016 due to the termination of the license agreement with Canna-Pet, LLC.

The Company’s expenses

for the years ended September 30, 2017 and 2016, are summarized as follows:

Year ended September 30,

General and administrative

Depreciation and amortization

Stock based compensation

Total operating expenses

in general and administrative expenses for the year ended September 30, 2017, compared to the year ended September 30, 2016

of $144,941 is due to the termination of the license agreement with Canna-Pet, LLC and the overall reduction of operation

related to the business.

The decrease in depreciation & amortization of $18,974 for year ended September 30, 2017

compared to 2016, is due to the remainder of the website being amortized in 2016.

The increase in equity based

compensation from($1,296,431) to $0 for the year ended September 30, 2017 compared to 2016 was due to the forfeiture and

reversal of stock options to officers in 2016.

Discontinued Operations

Our Canna-Pet business

segment began operations in October 2014.

Due to recent regulatory activity related to imposition of restrictions and limitations

on the sale of hemp-based health products for pets, on October 1, 2015, we elected to terminate our license agreement with Canna-Pet,

LLC and to cease all operations relating to sale of hemp-based products for pets.

The income (loss) from discontinued operations

presented in the statements of operations consists of the following for the years ended September 30, 2017 and 2016:

of the Fiscal Years Ended September 30, 2022 to the Fiscal Years Ended September 30, 2021

revenue or cost of sales were generated for the years ended September 30, 2022 or September 30, 2021

Companys expenses for the years ended September 30, 2022 and 2021, are summarized as follows:

Years ended September 30,

Cost of goods sold

General and administrative

Gain on disposal of discontinued operations

General and administrative (including $28,056 and $40,608 of fees paid to related party)

Total operating expenses

Other Expenses:

increase in general and administrative expenses for the year ended September 30, 2022, compared to the year ended September 30, 2021

of $94,581 is due primarily to an increase in legal, audit and accounting fees.

Years ended September 30,

Interest Expense

Change in Fair Value of Convertible Debt

Interest Expense (including related party interest of $2,750 and $24)

Gain on forgiveness of debt

Total other expenses

The increase from $0

to $6,239 in other expenses for the year ended September 30, 2017 compared to the year prior is attributed to interest that

was accrued on the two convertible notes received during the years ended September 30, 2017, as well as a change in fair

value on these notes.

Liquidity and Capital Resources

Working Capital

The following table sets forth a summary of

changes in working capital for the years ended September 30, 2017 and 2016:

Year ended September 30,

expense increased by $21,684 for the year ended September 30, 2022 from the comparative period of 2021 primarily due to accrued interest

on additional notes payable issued in June, July, August and September 2021, as well as default interest charged on notes payable in

The gain on forgiveness of debt of $30,414 and $3,029 for the years ended September 30, 2022 and 2021, respectively,

was a result of decreases in accounts payable as a result of vendor adjustments.

and Capital Resources

following table sets forth a summary of changes in working capital for the years ended September 30, 2022 and 2021:

Years ended September 30,

Current Assets

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Working capital

The increase in

current assets of $1,687 is mainly due to an increase in cash from the two convertible notes received during the year ended

decrease in current assets of $130,803 is due primarily to a decrease in cash from the payment of notes payable during the year ended

September 30, 2022.

The increase in current liabilities of $52,914 is primarily due to the increase in accounts payable as

well as the two convertible notes issued during the year ended September 30, 2017.

The following table sets forth a summary of

changes in cash flows for the years ended September 30, 2017 and 2016:

The increase in current liabilities of $34,166 is due primarily to an increase in accounts payable and accrued expenses,

including an increase in accrued interest on notes payable.

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

Years Ended September 30,

Net Income (loss)

Net cash used in operating activities

Net cash provided by(used in) investing activities

Net cash provided by financing activities

Change in cash

As of September 30, 2017,

our cash balance was $2,991.

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 years ended September 30, 2017 was $18,314 mainly due the net loss that was incurred during the year.

Net cash provided by financing

for the years ended September 30, 2017 was $20,000 from two promissory notes during the period.

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 outline 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 borrowing 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 years to cover such

The condensed

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

going concern.

The Company has cumulative net losses through September 30, 2017 of $5,056,087, as well as negative cash flows

of $18,314 from operating activities.

The Company's cash and cash equivalents balance as of September 30, 2017 is $2,991.

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

The 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 stock.

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

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.

Management anticipates

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

This amount could increase if we encounter

difficulties that we cannot anticipate at the time or if we acquire other businesses.

As of the date of this filing, we had cash

and cash equivalents of $2,856.

There can be no assurance, however, that 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.

Net cash (used in) provided by financing activities

Net change in cash

of September 30, 2022, our cash balance was $127,599.

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 year ended September 30, 2022 was $68,553 is due primarily to the net loss that was incurred during the

cash used in financing activities for the year ended September 30, 2022 was $65,000 due to the payment of notes payable during the year.

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

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

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.

Critical Accounting Policies and Estimates

Our financial statements

and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on

a consistent basis.

Accounting Policies and Estimates

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 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

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 financial statements and the reported amounts of revenues and expenses during the reporting

We regularly evaluate the

accounting policies and estimates that we use to prepare our financial statements.

A complete summary of these policies is included

in the notes to our financial statements.

In general, management’s 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.

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

A complete summary of

these policies is included in the notes to our financial statements.

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.

The Company considers all

highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

As of September

30, 2017, the Company does not have any cash equivalents.

Accounts Receivable

The company does not presently

have any Accounts Receivable.

Non-controlling Interest

Net Loss Per Share of Common Stock

We 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 years ended September 30, 2017, any equivalents

would have been anti-dilutive as we had a loss for the period then ended.

The provision for income

taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”).

provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (ASC

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in

tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive

model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions

taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the financial statements

when it is more likely than not the position will be sustained upon examination by the tax authorities.

Such tax positions must

initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized

upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the years ended September

30, 2017 and 2016 we did not have any interest and penalties or any significant unrecognized uncertain tax positions.

Stock-Based Compensation

We periodically issue stock

options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs.

account for stock option and warrant grants issued and vested to employees based on ASC 718 Compensation—Stock Compensation ,

where the award is measured at its fair value at the date of grant and is amortized ratably over the service period.

for stock option and warrant grants issued and vesting to non-employees in accordance with ASC 505 Equity , where the value

of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment

is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Fair Value Measurements

Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC)”

Topic 820, Fair Value Measurements and Disclosures

("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about

fair value measurements.

Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the

inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities,

and the lowest priority to unobservable value inputs.

ASC 820 defines the hierarchy as follows:

Level 1 –

prices are available in active markets for identical assets or liabilities as of the reported date.

The types of assets and liabilities

included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York

Stock Exchange.

Level 2 –

inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date.

The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced

with models using highly observable inputs.

Level 3 –

inputs to pricing that are unobservable as of the reporting date.

The types of assets and liabilities included in Level 3 are those

with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to

determine the fair value of financial transmission rights.

The Company periodically

reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment

Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment

using fair value measurement techniques.

These events could include a significant change in the business climate, legal factors,

a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors.

Specifically, goodwill impairment is determined using a two-step process.

The first step of the goodwill impairment test is used

to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill.

The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit.

cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates,

and discount rates.

The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term

Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.

value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second

step of the impairment test is unnecessary.

If the carrying amount of a reporting unit exceeds its fair value, the second step

of the goodwill impairment test is performed to measure the amount of impairment loss, if any.

The second step of the goodwill

impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.

If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss

is recognized in an amount equal to that excess.

The implied fair value of goodwill is determined in the same manner as the amount

of goodwill recognized in a business combination.

That is, the fair value of the reporting unit is allocated to all the assets

and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business

combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

Concentrations of Credit Risk

The Company maintains deposits

in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”).

At various times,

the Company has deposits in this financial institution in excess of the amount insured by the FDIC.

The Company has not experienced

any losses related to these balances and believes its credit risk to be minimal.

Newly Issued Accounting Pronouncements

In May 2014, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2014-09 (ASU 2014-09) "

Contracts with Customers ."

ASU 2014-09 will supersede most current revenue recognition guidance, including industry-specific

The underlying principle is that an entity will recognize revenue upon the transfer of goods or services to customers

in an amount that the entity expects to be entitled to in exchange for those goods or services.

The guidance provides a five- step

analysis of transactions to determine when and how revenue is recognized.

Other major provisions include capitalization of certain

contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration

to be recognized before contingencies are resolved in certain circumstances.

The guidance also requires enhanced disclosures regarding

the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

guidance is effective for the interim and annual periods beginning on or after December 15, 2016 (early adoption is not permitted).

The guidance permits the use of either a retrospective or cumulative effect transition method.

On July 9, 2015, the FASB decided

to delay the effective date of the new revenue standard by one year.

The FASB also agreed to allow entities to choose to adopt

the standard as of the original effective date.

The Company is currently evaluating the impact of this standard.

In August 2014, the FASB

issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40):

Disclosure of Uncertainties

about an Entity’s Ability to Continue as a Going Concern .

ASU 2014-15 defines management’s responsibility to evaluate

whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related

footnote disclosures.

The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual

periods and interim periods thereafter, although early adoption is permitted.

This guidance is not expected to have an impact on

the financial statements of the Company.

If any event occurs in future periods that could affect our ability to continue as going

concern, we will provide appropriate disclosures as required by ASU 2014-15.

In July 2015, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2015-11 (ASU 2015-11), Simplifying the

Measurement of Inventory .

According to ASU 2015-11, an entity should measure inventory within the scope of this update at the

lower of cost and net realizable value.

Net realizable value is the estimated selling prices in the ordinary course of business,

less reasonably predictable costs of completion, disposal, and transportation.

Subsequent measurement is unchanged for inventory

measured using LIFO or the retail inventory method.

The amendments in ASU 2015-11 more closely align the measurement of inventory

in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS).

The Board has amended some of

the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory.

the Board does not intend for those clarifications to result in any changes in practice.

Other than the change in the subsequent

measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope

of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory.

For public business entities,

the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within

those fiscal years.

The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the

beginning of an interim or annual reporting period.

The Company elected to early adopt the above.

The adoption doesn’t have

a significant impact on the Company’s consolidated financial position or results of operations.

In January 2016, the

FASB issued ASU 2016-01, Financial Instruments –

Recognition and Measurement of Financial Assets and

Financial Liabilities .

The pronouncement requires equity investments (except those accounted for under the equity method

of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value

recognized in net income.

ASU 2016-01 requires public business entities to use the exit price notion when measuring the fair

value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial

liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities

to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for

financial instruments measured at amortized cost.

These changes become effective for the Company's fiscal year beginning

January 1, 2018.

The expected adoption method of ASU 2016-01 is being evaluated by the Company and the adoption is not

expected to have a significant impact on the Company’s consolidated financial position or results of operations.

In February 2016, the FASB

issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840).

ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged.

The amendments

in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.

application is permitted for all entities.

ASU 2016-02 requires a modified retrospective approach for all leases existing at, or

entered into after, the date of initial application, with an option to elect to use certain transition relief.

The Company is currently

evaluating the impact of this new standard on its consolidated financial statements.

In March 2016, the FASB

issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences,

classification of awards as either equity or liabilities, and classification on the statement of cash flows.

The guidance is to

be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption

is permitted.

The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively

depending on the amendment(s) applied.

The Company is currently evaluating the impact of adopting this guidance.

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 is currently evaluating the impact

of adopting this guidance.

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 is currently evaluating the impact of adopting this guidance.

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 is currently evaluating the impact of adopting this guidance.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Not applicable.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

The information called

for by Item 8 is included following the "Index to Financial Statements"

on page F-1 contained in this annual report on

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Deferred tax assets

and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that includes the enactment date.

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements,

uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the

financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of

being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

the years ended September 30, 2022 and 2021 we did not have any interest and penalties or any significant unrecognized uncertain tax

Notes Payable

review convertible notes payable and the related subscription agreements to determine the appropriate reporting within the financial

We report convertible notes payable as liabilities at their carrying value less unamortized discounts in accordance with

the applicable accounting guidance.

We bifurcate conversion options and report them as liabilities at fair value at each reporting period

when required in accordance with the applicable accounting guidance.

No gain or loss is reported when the notes are converted into shares

of our common stock in accordance with the notes terms.

Issued Accounting Pronouncements

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 2018-13 on September 30, 2021 and has determined that the adoption of this guidance had no impact on its consolidated

financial statements.

August 2018, the FASB issued ASU No.

2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

(ASU 2018-13), which eliminates certain disclosure requirements for fair value measurements for all entities, requires

public entities to disclose certain new information and modifies some disclosure requirements.

The guidance is effective for all entities

for fiscal years beginning after December 15, 2019, including interim periods therein.

Early adoption is permitted for any eliminated

or modified disclosures upon issuance of ASU 2018-13.

The Company adopted ASU 2018-13 on October 1, 2020 and has determined that the

adoption of this guidance had no impact on its consolidated financial statements.

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-K

Item 5. Market for Registrant’s Common Equity