What changed in this filing

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Item 9A. Controls and Procedures

2022-12-19 compared with 2018-01-12 · 676 added, 810 removed, 101 unchanged (94% of the section changed)

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of Disclosure Controls and Procedures

Under the supervision and

with the participation of our senior management, including our Chief Executive Officer and our Chief Financial Officer, we performed

an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act, as of the end of the period covered by this annual report (the “Evaluation Date”).

the supervision and with the participation of our senior management, including our Chief Executive Officer and our Chief Financial Officer,

we performed an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act, as of the end of the period covered by this annual report (the Evaluation Date).

Based on this

evaluation, our Chief Executive Officer who is also our Chief Financial Officer concluded that, as of September 30, 2022, our disclosure

controls and procedures were not effective to provide reasonable assurance that material information required to be disclosed by

us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the

time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Chief Executive Officer

and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

We do not have an audit

While we are not currently obligated to have an audit committee, including a member who is an “audit committee

financial expert,”

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

it is management’s view that such a committee is an important internal control over financial reporting, the lack of which

may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

Based on this evaluation,

we determined that as of September 30, 2017, our disclosure controls and procedures were not effective due to the following:

We do not have a majority of independent directors on our board of directors, which may result in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

We have an inadequate number of personnel to properly implement control procedures.

Due to the size and lack of resources of our Company, we have not fully developed formal accounting policies and procedures.

We have not properly complied with all aspects of the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Management’s Report on Internal

Control over Financial Reporting

of September 30, 2017, management assessed the effectiveness of our internal control over financial reporting based on the criteria

for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

on that evaluation, they concluded that during the period covered by this report, such internal controls and procedures were not

effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies

that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal

controls and that may be considered to be material weaknesses.

matters involving internal controls and procedures that our management considered to be material weaknesses under the standards

of the Public Company Accounting Oversight Board were:

lack of a functioning audit committee;

inadequate segregation of duties consistent with control objectives;

ineffective controls over period-end financial disclosure and reporting processes.

aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of

our financial statements as of September 30, 2017.

Management believes the

weaknesses identified above have not had any material effect on our financial statements.

However, we are currently reviewing our

disclosure controls and procedures related to these material weaknesses and expect to implement changes as soon as practicable

and as resources allow, including identifying specific areas within our governance, accounting and financial reporting processes

to add adequate resources to remediate these material weaknesses.

Changes in Internal Control Over Financial

There were no changes

in our internal control over financial reporting during the year ended September 30, 2017 that have materially affected, or

are reasonably likely to materially affect our internal control over financial reporting.

Management’s Remediation Plan

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

financial reporting.

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

weaknesses identified above.

To remediate such weaknesses, we plan to implement the following changes in the next fiscal year once

we have identified a suitable business to acquire and as our capital resources allow:

appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management and implement modifications to our financial controls to address such inadequacies;

adopt sufficient written policies and procedures for accounting and financial reporting;

appoint independent board members and a functioning audit committee.

The remediation efforts

set out in (i) is largely dependent upon our company identifying and acquiring a suitable operating business and securing additional

financing to cover the costs of hiring the requisite personnel and implementing the changes required.

If we are unsuccessful in

such endeavors, remediation efforts may be delayed.

Because of the inherent limitations in all control systems, no evaluation of

controls can provide absolute assurance that all control issues, if any, within our company have been detected.

These inherent

limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple

error or mistake.

Management believes that

despite our material weaknesses set forth above, our financial statements for the year ended September 30, 2017 are fairly stated,

in all material respects, in accordance with US GAAP.

controls and procedures were not effective to provide reasonable assurance that material information required to be disclosed by us in

the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods

specified in the SECs rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial

Officer, as appropriate to allow timely decisions regarding disclosure.

do not have an audit committee.

While we are not currently obligated to have an audit committee, including a member who is an audit

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

it is managements view that such a committee is an important internal control over financial reporting, the lack of which may

result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

on this evaluation, we determined that as of September 30, 2022, our disclosure controls and procedures were not effective due to the

do not have a majority of independent directors on our board of directors, which may result

in ineffective oversight in the establishment and monitoring of required internal controls

and procedures.

have an inadequate number of personnel to properly implement control procedures.

to the size and lack of resources of our Company, we have not fully developed formal accounting

policies and procedures.

have not properly complied with all aspects of the Internal Control-Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in

Report on Internal Control over Financial Reporting

of September 30, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for

effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments.

Based on that evaluation,

they concluded that during the period covered by this report, such internal controls and procedures were not effective to detect the

inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or

operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered

to be material weaknesses.

matters involving internal controls and procedures that our management considered to be material weaknesses were:

of a functioning audit committee;

(ii) inadequate

segregation of duties consistent with control objectives;

(iii) ineffective

controls over period-end financial disclosure and reporting processes.

aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our

financial statements as of September 30, 2022.

believes the weaknesses identified above have not had any material effect on our financial statements.

However, we are currently reviewing

our disclosure controls and procedures related to these material weaknesses and expect to implement changes as soon as practicable and

as resources allow, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate

resources to remediate these material weaknesses.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the year ended September 30, 2022 that have materially affected

or are reasonably likely to materially affect our internal control over financial reporting.

Remediation Plan

to raising additional working capital, we plan to take

steps to enhance and improve the design of our internal control over financial reporting.

During the period covered by this annual report

on Form 10-K, we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we plan to implement

the following changes in the next fiscal year once we have identified a suitable business to acquire and as our capital resources allow:

additional qualified personnel to address inadequate segregation of duties and ineffective

risk management and implement modifications to our financial controls to address such inadequacies;

sufficient written policies and procedures for accounting and financial reporting;

(iii) appoint

independent board members and a functioning audit committee.

remediation efforts set out in (i) is largely dependent upon our company identifying and acquiring a suitable operating business and

securing additional financing to cover the costs of hiring the requisite personnel and implementing the changes required.

If we are unsuccessful

in such endeavors, remediation efforts may be delayed.

Because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that all control issues, if any, within our company have been detected.

These inherent limitations include

the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

believes that despite our material weaknesses set forth above, our financial statements for the year ended September 30, 2022 are fairly

stated, in all material respects, in accordance with US GAAP.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Directors and Executive Officers, Promoters

and Control Persons

Set forth below is the

present director and executive officer of the Company.

Except as set forth below, there are no other persons who have been nominated

or chosen to become directors nor are there any other persons who have been chosen to become executive officers.

Other than as

set forth below, there are no arrangements or understandings between any of the directors, officers and other persons pursuant

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers, Promoters and Control Persons

forth below is the present director and executive officer of the Company.

Except as set forth below, there are no other persons who have

been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers.

than as set forth below, there are no arrangements or understandings between any of the directors, officers and other persons pursuant

to which such person was selected as a director or an officer.

Position Held with Company

Date First Elected or

First Elected or

Neil Reithinger (1)

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April 6, 2016

On April 6, 2016, the Board of Directors of the Company accepted the resignation of Arnold Tinter as Chief Executive Officer and Chief Financial Officer, effective as of March 31, 2016, and in accordance with the provisions of Section 4.4 of the Company’s Bylaws, appointed Neil Reithinger as Chief Executive Officer and Chief Financial Officer, to fill the vacancies created by the resignation of Mr.

Furthermore, in accordance with the provisions of Section 3.6 of the Company’s Bylaws, Neil Reithinger was appointed as a member of the Company’s Board of Directors to fill the vacancy created by the resignation of Vered Caplan, to serve for the remainder of her unexpiredterm as a director, and thereafter until his successor has been duly elected and qualified.

Business Experience

The following is a brief

account of the education and business experience of Neil Reithinger, our sole officer and director, during the past five years,

indicating his principal occupation during the period, and the name and principal business of the organization by which he was

Neil Reithinger –

Chief Executive

Officer, Chief Financial Officer and Director

Reithinger is the Founder

and President of Eventus Advisory Group, LLC (“Eventus”), a private, CFO-services firm incorporated in Arizona that

specializes in capital advisory and SEC compliance for publicly-traded and emerging growth companies, a firm he founded in 2009.

He is also the President of Eventus Consulting, P.C., a registered CPA firm in Arizona, a firm he founded in 2012.

been Chief Financial Officer, Secretary and Treasurer of Orgenesis Inc.

April 6, 2016, the Board of Directors of the Company accepted the resignation of Arnold Tinter as Chief Executive Officer and Chief

Financial Officer, effective as of March 31, 2016, and in accordance with the provisions of Section 4.4 of the Companys Bylaws,

appointed Neil Reithinger as Chief Executive Officer and Chief Financial Officer, to fill the vacancies created by the resignation

Furthermore, in accordance with the provisions of Section 3.6 of the Companys Bylaws, Neil Reithinger was appointed

as a member of the Companys Board of Directors to fill the vacancy created by the resignation of Vered Caplan, to serve for

the remainder of her unexpired term as a director, and thereafter until his successor has been duly elected and qualified.

following is a brief account of the education and business experience of Neil Reithinger, our sole officer and director, during the past

five years, indicating his principal occupation during the period, and the name and principal business of the organization by which he

was employed .

Reithinger – Chief Executive Officer, Chief Financial Officer and Director

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

in Arizona that specializes in capital advisory and SEC compliance for publicly-traded and emerging growth companies, a firm he founded

He has also been Chief Financial Officer, Secretary and Treasurer of Orgenesis Inc.

since August 2014.

Reithinger earned a B.S.

in Accounting

from the University of Arizona and is a Certified Public Accountant.

He is a Member of the American Institute of Certified Public

Accountants and the Arizona Society of Certified Public Accountants.

Family Relationships

Being our sole officer

and director, there are no family relationships that are relevant.

Significant Employees

We do not have other significant

Committees of Board of Directors

There are currently no

committees of the Board of Directors.

Term of Office

Our directors cease to

hold office immediately before their election at an annual general meeting or their appointment by the unanimous resolution of

our shareholders, but are eligible for reelection or reappointment.

Reithinger earned

in Accounting from the University of Arizona and is a Certified Public Accountant.

He is a Member of the American Institute of

Certified Public Accountants and the Arizona Society of Certified Public Accountants.

Relationships

our sole officer and director, there are no family relationships that are relevant.

do not have other significant employees.

of Board of Directors

are currently no committees of the Board of Directors.

directors cease to hold office immediately before their election at an annual general meeting or their appointment by the unanimous resolution

of our shareholders but are eligible for reelection or reappointment.

Notwithstanding the foregoing, our directors hold office until

2 unchanged sentences

of our board of directors, or until their deaths, resignations or removals.

Potential Conflicts of Interest

We are not aware of any

conflicts of interest with our directors and officers.

Director Independence

We are not currently subject

to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority

of the Board be “independent”

and, as a result, we are not at this time required to have our Board comprised of a majority

of “Independent Directors.”

Currently, we have one director, Neil Reithinger, who is not “independent”

Conflicts of Interest

are not aware of any conflicts of interest with our directors and officers.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements

that a majority of the Board be independent and, as a result, we are not at this time required to have our Board comprised

of a majority of Independent Directors. Currently, we have one director, Neil Reithinger, who is not independent

within the definition of independence provided in the Marketplace Rules of The NASDAQ Stock Market.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities

Exchange Act, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock,

to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to

provide us with copies of those filings.

16(a) Beneficial Ownership Compliance

16(a) of the Securities Exchange Act, as amended, requires our executive officers and directors, and persons who own more than 10% of

our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission

and to provide us with copies of those filings.

Based solely on our review of the copies of such forms received by us, or written representations

1 unchanged sentence

and greater than 10% beneficial owners were complied.

Code of Ethics

In December 2013, we adopted

a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or

controller, persons performing similar functions as well as to our directors and employees.

A copy of our Code of Ethics was filed

as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, as filed with the Securities and

December 2013, we adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting

officer or controller, persons performing similar functions as well as to our directors and employees.

A copy of our Code of Ethics was

filed as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, as filed with the Securities and

Exchange Commission on December 27, 2013.

EXECUTIVE COMPENSATION

Summary Compensation

The following table

sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended September

30, 2017, and 2016 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for

us at any time during the fiscal year ended September 30, 2017;

(ii) all individuals that were serving as executive officers

of ours at the end of the fiscal year ended September 30, 2017 that received annual compensation during the fiscal year ended

September 30, 2017 in excess of $100,000;

and (iii) all individuals not serving as executive officers of ours at the end of

the fiscal year ended September 30, 2017 that received annual compensation during the fiscal year ended September 30, 2017 in

excess of $100,000.

following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended September

30, 2022 and 2021 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any

time during the fiscal year ended September 30, 2022; (ii) all individuals that were serving as executive officers of ours at the

end of the fiscal year ended September 30, 2022 that received annual compensation during the fiscal year ended September 30, 2022 in

excess of $100,000; and (iii) all individuals not serving as executive officers of ours at the end of the fiscal year ended September

30, 2022 that received annual compensation during the fiscal year ended September 30, 2022 in excess of $100,000.

Pension Value

Neil Reithinger

Soren Mogelsvang,

Arnold Tinter,

the year ended September 30, 2016, Mr.

Mogelsvang & Mr.

Tinter tenured their resignations as the Chief Executive and

Chief Financial Officer.

Neil Reithinger was appointed as Chief Executive and Chief Financial Officer on April 6, 2016.

Reithinger is the Founder and President of Eventus.

Eventus provides accounting services to the Company

in connection with audit coordination, financial statement preparation and SEC filings.

Eventus is owned by

Reithinger was appointed as Chief Executive and Chief Financial Officer on April 6, 2016.

Reithinger is the Founder and President

Eventus provides accounting services to the Company in connection with audit coordination, financial statement preparation

and SEC filings.

Eventus is owned by Mr.

Reithinger, our sole officer and director.

The Company pays customary fees for these

During the year ended September 30, 2017, we incurred fees of $24,478 to Eventus.

Outstanding Equity Awards at Fiscal Year

The following table summarizes the outstanding

equity awards held by each named executive officer of our company as of September 30, 2017.

The Company pays customary fees for these services.

During the year ended September 30, 2022 and 2021, we incurred fees to Eventus of $28,056 and $40,608, respectively.

Equity Awards at Fiscal Year End

following table summarizes the outstanding equity awards held by each named executive officer of our company as of September 30, 2022.

(#) Exercisable

2 unchanged sentences

Neil Reithinger

Retirement or Similar Benefit Plans

There are no arrangements

or plans in which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination,

or Change in Control Arrangements

We have no contract, agreement,

plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following,

or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control

of our company or a change in our directors’

or executive officers’

responsibilities following a change in control.

Director Compensation

The following table sets

forth for each director, certain information concerning their compensation for the year ended September 30, 2017.

or Similar Benefit Plans

are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Retirement, Other Termination, or Change in Control Arrangements

have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive

officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers,

or a change in control of our company or a change in our directors or executive officers responsibilities following a change

following table sets forth for each director, certain information concerning their compensation for the year ended September 30, 2022

Incentive Plan

Pension Value

We have no plans in place

and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily

following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans,

tax qualified deferred contribution plans and nonqualified deferred contribution plans.

Neil Reithinger

have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will

be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement

plans, tax qualified deferred contribution plans and nonqualified deferred contribution plans.

Similarly, we have no contracts, agreements,

plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons

following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in

control of us or a change in a named executive officer’s responsibility following a change in control.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set

forth, as of September 30, 2017 certain information with respect to the beneficial ownership of our common stock by each stockholder

known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.

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

ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

In the following tables,

we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d3 of the Securities Exchange

Act of 1934 based on information provided to us by our controlling stockholder, executive officers and directors, and this information

plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following,

or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or

a change in a named executive officers responsibility following a change in control.

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

following tables set forth, as of December 16, 2022, certain information with respect to the beneficial ownership of our common

stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors

and executive officers.

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

Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d3 of the Securities

Exchange Act of 1934 based on information provided to us by our controlling stockholder, executive officers and directors, and this information

does not necessarily indicate beneficial ownership for any other purpose.

In determining the number of shares of our common stock

beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole

or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently

exercisable or exercisable within 60 days.

Security Ownership of Certain Beneficial

Title of Class

Name and Address of

In determining the number of shares of our common stock beneficially

owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting

power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or

exercisable within 60 days.

Ownership of Certain Beneficial Holders

and Address of

Beneficial Owner

Amount and Nature of

and Nature of

Beneficial Ownership

14645 Sulky Court Run

Mokesville, VA 20181

14,939,999 Direct

7 Orchard Way North

Potomac, MD 20854

14,939,999 Direct

14201 N Hayden Road, Suite A-1

Scottsdale, AZ 85260

2103-1383 Marinaside Crescent

West Vancouver, BC, Canada

3040 Rosebery Ave

West Vancouver, BC, Canada

4,871,319 Direct

Total Beneficial Holders as a

34,751,317 Direct

Security Ownership of Management

Title of Class

Name and Address of

Beneficial Holders as a

Ownership of Management

and Address of

Beneficial Owner

Amount and Nature of

and Nature of

Beneficial Ownership

Neil Reithinger

14201 N Hayden Road, Suite A-1

Scottsdale, AZ 85260

Directors & Executive Officers

& Executive Officers

as a group (1 person)

Percentages are based upon 78,363,567 shares of our common stock issued and outstanding as of September 30, 2017.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock underlying options, warrants or notes currently exercisable or convertible or exercisable within 60 days of September 30, 2017 are deemed outstanding for the purpose of computing the percentage of the person holding such option, warrant or note but are not deemed outstanding for computing the percentage of any other person.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Except as set out below,

as of September 30, 2017, there have been no transactions, or currently proposed transactions, in which we were or are to be a

participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end

for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material

any director or executive officer of our company;

any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

any promoters and control persons;

any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

Effective June 15,

2015, Neil Reithinger was appointed as President, Treasurer, Secretary and a director, and is now the Company’s sole

director and officer.

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

firm, and Eventus Consulting, P.C., a registered CPA firm (collectively “Eventus”).

Eventus provides accounting

and advisory services to the Company in connection with audit coordination, financial statement preparation and SEC filings.

are based upon 78,363,567 shares of our common stock issued and outstanding as of December 16, 2022.

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to

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

60 days of December 16, 2022 are deemed outstanding for the purpose of computing the percentage of the person holding such option,

warrant or note but are not deemed outstanding for computing the percentage of any other person.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

with Related Persons

as set out below, as of September 30, 2022, there have been no transactions, or currently proposed transactions, in which we were or

are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end

for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

director or executive officer of our company;

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the

voting rights attached to our outstanding shares of common stock;

promoters and control persons;

member of the immediate family (including spouse, parents, children, siblings and in laws)

of any of the foregoing persons.

June 15, 2015, Neil Reithinger was appointed as President, Treasurer, Secretary and a director, and is now the Companys sole director

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

Eventus provides accounting and advisory services to the Company in connection with audit coordination, financial statement preparation

and SEC filings.

The Company pays customary fees for these services.

During the years ended September 30, 2017 and 2016, the Company incurred

fees of $24,478 and $1,726, respectively, to Eventus and has $6,100 in related party accounts payable on the accompanying

balance sheet as of September 30, 2017.

In addition, Eventus paid certain expenses of the Company and is owed $6,100 recorded

as due to related party on the accompanying balance sheet as of September 30, 2017.

The office space used by the Company is

provided by Eventus at no charge.

Named Executive Officers and Current Directors

For information regarding

compensation for our named executive officers and current directors, see “Executive Compensation.”

During the years ended September 30, 2022 and 2021, the Company

incurred fees to Eventus of $28,056 and $45,848, respectively, and owed Eventus $78,804 and $51,109, respectively, as of September 30,

2022 and 2021.

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

Executive Officers and Current Directors

information regarding compensation for our named executive officers and current directors, see Executive Compensation.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Accounting Fees

Effective July 12, 2016,

EideBailly LLP (“EideBailly”) resigned as our independent registered public accounting firm.

On March 17, 2017, we

engaged Dale Matheson Carr-Hilton Labonte LLP (“DMCL”) as our new independent registered public accounting firm.

following table sets forth the fees billed to the Company for professional services rendered by EideBailly and DMCL, respectively,

for each of the years ended September 30, 2017 and 2016:

and Accounting Fees

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

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

financial statements and engaged Friedman LLP (Friedman) on February 21, 2021 as the Companys independent registered

public accounting firm for the fiscal year ended September 30, 2018.

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

professional services rendered by Friedman for each of the years ended September 30, 2022 and 2021, respectively:

Audit related fees

All other fees

The audit fees were paid

for the audit services of our annual and quarterly reports and issuing consents for our registration statements.

Pre-Approval Policies and Procedures

directors pre approves all services provided by our independent registered public accounting firm.

All of the above services

and fees were reviewed and approved by the board of directors before the respective services were rendered.

directors has considered the nature and amount of fees billed and believes that the provision of services for activities

unrelated to the audit is compatible with maintaining their respective independence.

audit fees were paid for the audit services of our annual and quarterly reports.

Policies and Procedures

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

All of the above services and

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

Our sole director has considered

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

with maintaining their respective independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Plan of acquisition, reorganization, arrangement, liquidation or succession

Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)

Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)

Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)

Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)

Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)

Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)

(i) Articles of Incorporation;

of acquisition, reorganization, arrangement, liquidation or succession

of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)

and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)

of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)

and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)

of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)

and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)

Articles of Incorporation;

and (ii) Bylaws

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)

Certificate of Amendment to Articles of Incorporation (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)

Certificate of Change (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)

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

Instruments Defining the Rights of Security Holders, Including Indentures

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

Form of Registrant’s 10% Senior Convertible Promissory Note (incorporated by reference to our Registration Statement on Form 8-K filed on October 17, 2013)

Letter Regarding Change in Certifying Accountant

Responsive Letter from EideBailly LLP (incorporated by reference to our Registration Statement on Form 8-K filed on July 18, 2016)

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

of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)

of Amendment to Articles of Incorporation (incorporated by reference to our Registration Statement on Form 10-K filed on December

of Change (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)

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

Defining the Rights of Security Holders, Including Indentures

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

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

filed on October 17, 2013)

Promissory Note dated March 21, 2017 with Trius Holdings Limited (incorporated by reference to our Registrants Quarterly Report

on Form 10-Q filed on March 31, 2016.)

Promissory Note dated March 30, 2017 with Sukh Athwal (incorporated by reference to our Registrants Quarterly Report on Form

10-Q filed on March 31, 2016.)

Promissory Note dated January 10, 2018 with Mediapark Investments Limited (incorporated by reference to our Registrants Quarterly

Report on Form 10-Q filed on May 14, 2018)

Promissory Note dated April 2, 2018 with Sukh Athwal (incorporated by reference to our Registrants Quarterly Report on Form

10-Q filed on May 14, 2018)

Amendment to Convertible Promissory Note dated May 7, 2018 with Sukh Athwal (incorporated by reference to our Registrants

Quarterly Report on Form 10-Q filed on May 14, 2018)

Amendment to Convertible Promissory Note dated May 7, 2018 with Trius Holdings Limited (incorporated by reference to our Registrants

Quarterly Report on Form 10-Q filed on May 14, 2018)

Promissory Note dated June 14, 2021 with Neil Reithinger (incorporated by reference to our Registrants Quarterly Report on Form 10-Q filed on December 19, 2022)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

Section 1350 Certification

1350 Certification

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

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

Interactive Data Files

XBRL Instance Document

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

the Inline XBRL document)

XBRL Taxonomy Extension Schema Document

3 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Furnished herewith.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

PEAK PHARMACEUTICALS

/s/ Neil Reithinger

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

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

of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed

for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

PHARMACEUTICALS

Neil Reithinger

Chief Executive Officer & Chief Financial Officer

January 12, 2018

PEAK PHARMACEUTICALS, INC.

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

December 19, 2022

PHARMACEUTICALS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Shareholders’

Consolidated Statements of Cash Flows

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FRIEDMAN LLP, PCAOB ID No.

FINANCIAL STATEMENTS:

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2022 AND 2021

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2022 AND 2021

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT FOR THE YEARS ENDED SEPTEMBER 30, 2022 AND 2021

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2022 AND 2021

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors

of Peak Pharmaceuticals, Inc.

We have audited the accompanying consolidated

balance sheets of Peak Pharmaceuticals, Inc.

(the “Company”) as of September 30, 2017 and 2016, and the related consolidated

statements of operations, stockholders' deficit and cash flows for the years then ended.

These consolidated financial statements

are the responsibility of the Company's management.

Our responsibility is to express an opinion on these financial statements based

on our audits.

We conducted our audits in

accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards require that

we plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free

of material misstatement.

The Company is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting.

Our audits included consideration of internal control over financial reporting as a basis

for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on

the effectiveness of the Company's internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of Peak Pharmaceuticals, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Peak Pharmaceuticals, Inc.

(the Company) as of September 30,

2022 and 2021, and the related consolidated statements of operations, stockholders deficit, and cash flows for each of the years

in the two-year period ended September 30, 2022 and 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September

30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended September

30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Companys Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company had an accumulated deficit of $5,354,556 and a working capital deficiency of $491,154 as of

September 30, 2022.

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

activities of $68,553.

As of September 30, 2022, the Company had cash of $127,599.

These conditions raise substantial doubt about the

Companys ability to continue as a going concern.

Managements evaluation of the events and conditions and managements

plans regarding those matters also are described in Note 2.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Our opinion is not modified with respect to that matter.

financial statements are the responsibility of the Companys management.

Our responsibility is to express an opinion on the Companys

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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

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

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

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

is not required to have, nor were we engaged to perform, an audits of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Companys internal control over financial reporting.

Accordingly, we express no such opinion.

audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant estimates made by management, as well

as evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for

In our opinion, based on our audits,

these consolidated financial statements present fairly, in all material respects, the financial position of Peak

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

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the board of directors and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

have served as the Companys auditor since 2021.

Marlton, New Jersey

PHARMACEUTICALS, INC.

as of September 30, 2017 and 2016,and the results of its operations and its cash flows for the years

then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated

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

As discussed in Note 2 to

the consolidated financial statements, the Company has a working capital deficiency, has incurred losses since inception, and

has negative cash flows from operations.

The Company requires additional funds to meet its obligations and the costs of

its operations.

These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in this regard are described in Note 2.

The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

DALE MATHESON

CARR-HILTON LABONTE LLP

PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

January 12, 2018

Peak Pharmaceuticals, Inc.

Consolidated Balance Sheets

BALANCE SHEETS

September 30,

1 unchanged sentence

Current assets:

Total current assets

Prepaid expenses

LIABILITIES AND STOCKHOLDERS DEFICIT

Accounts payable

Accounts payable - related parties

Convertible notes payable

Current liabilities

Accounts payable (including $ 153,681 and $ 133,986 due to related parties)

Accrued liabilities

Total current liabilities

Convertible notes payable

Notes payable

Notes payable – related party

Total Liabilities

Stockholders’

Stockholders deficit

Preferred stock, $ 0.0001 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 September 30, 2017 and September 30, 2016

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

Additional paid in capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

The accompanying footnotes are an integral part

of these consolidated financial statements.

Peak Pharmaceuticals, Inc.

Consolidated Statements of Operations

( 5,354,556 )

( 5,189,587 )

Total Stockholders Deficit

Total Liabilities and Stockholders Deficit

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

PHARMACEUTICALS, INC.

STATEMENTS OF OPERATIONS

For the Twelve Months Ended

1 unchanged sentence

Operating expenses:

General and administrative

Depreciation and amortization

Stock based compensation

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

Total operating expenses

Operating income (loss)

Other income expenses

Interest expense

Change in fair value of convertible debt

Total other expenses

Income (loss) from continuing operations

Income from operations of discontinued Canna-Pet component (Including gain on disposal of $80,903 for the year ended September 30, 2016)

Net income (loss)

Operating loss

Other (expense) income:

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

Gain on forgiveness of debt

Total other expenses, net

$ ( 164,969 )

Per share information:

Basic weighted average shares outstanding

Diluted weighted average shares outstanding

Continuing operations:

Net income (loss) per share - basic and diluted

Discontinued operations:

Net income (loss) per share - basic and diluted

The accompanying footnotes are an integral part

of these consolidated financial statements.

Peak Pharmaceuticals, Inc.

Consolidated Statement of Stockholders' Deficit

For the Years Ended September 30, 2017 and

Weighted average shares outstanding - basic and diluted

Net loss per share - basic and diluted

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

PHARMACEUTICALS, INC.

STATEMENT OF STOCKHOLDERS DEFICIT

THE TWELVE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Additional Paid

Balance, September 30, 2020

Equity based compensation, net of forfeitures

$ ( 5,113,498 )

$ ( 250,096 )

Balance, September 30, 2021

$ ( 5,189,587 )

$ ( 326,185 )

Balance, September 30, 2022

The accompanying footnotes are an integral part

of these consolidated financial statements.

Peak Pharmaceuticals, Inc.

Consolidated Statements of Cash Flows

For the Twelve Months Ended September 30, 2017

$ ( 5,354,556 )

$ ( 491,154 )

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

PHARMACEUTICALS, INC.

STATEMENTS OF CASH FLOWS

THE TWELVE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Cash flows from operating activities:

Net income (loss)

$ ( 164,969 )

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

Stock based compensation

Depreciation and amortization

Change in fair value of convertible debt

Gain on debt forgiveness

Change in operating assets and liabilities:

Accounts payable and accrued liabilities

Accounts payable

Accounts payable - related parties

Accrued Interest

Disposal of discontinued operations

Accrued liabilities

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of convertible notes payable

Net cash provided by financing activities

Cash flows (used in) provided by financing activities:

Proceeds from issuance of notes payable

Proceeds from issuance of notes payable - related party

Payments on notes payable

Payment on convertible note payable

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

Net change in cash

Cash, beginning of period

Cash, end of period

Cash, beginning of year

Cash, end of year

Supplemental disclosure of cash flow information

1 unchanged sentence

Cash paid for income taxes

The accompanying footnotes are an integral

part of these consolidated financial statements.

PEAK PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED SEPTEMBER 30, 2017

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 numerous name changes, the Company changed its name to Peak Pharmaceuticals, Inc.

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

PHARMACEUTICALS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

ENDED SEPTEMBER 30, 2022

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.

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 audited consolidated financial

statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of

America (“U.S.

GAAP”).

Basis of Consolidation

The 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.

Use of Estimates

The preparation of 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.

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

in the United States of America (U.S.

of Consolidation

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 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.

Significant estimates made in connection with

the accompanying consolidated financial statements include the estimate of valuation of stock-based compensation, and valuation

allowances against net deferred tax assets.

Financial Instruments

Our financial instruments consist of cash,

accounts payable and convertible notes.

The carrying values of these instruments approximate fair value due to the short-term maturities

of these instruments.

Fair Value Measurements

Financial Accounting Standards Board (“FASB”)

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring

fair value and expands disclosures which are required about fair value measurements.

Specifically, ASC 820 sets forth a definition

of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted

prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.

ASC 820 defines

the hierarchy as follows:

Level 1 - Quoted 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.

Level 2 - Pricing 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

Level 3 - Significant 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’s financial instruments consist

of cash, accounts payable and convertible notes.

The estimated fair value of these financial instruments approximates their carrying

amounts due to the short-term nature of these instruments.

Certain non-financial assets are measured at

fair value on a nonrecurring basis.

Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis,

but are subject to periodic impairment tests.

These items primarily include long-lived assets and other intangible assets.

Long-lived Assets

On a periodic basis, management assesses whether

there are any indicators that the value of our long-lived assets may be impaired.

An asset’s value may be impaired only if

management’s estimate of the aggregate future cash flows, on an undiscounted basis, to be generated by the asset are less

than the carrying value of the asset.

Our only long-lived assets are our

website and computer equipment.

If impairment has occurred, the loss is measured as the excess of the carrying amount of the

asset over its fair value.

Our estimates of aggregate future cash flows expected to be generated by our long-lived asset are

based on several assumptions that are subject to economic and market uncertainties.

As these factors are difficult to

predict, and are subject to future events that may alter management’s assumptions, the future cash flows estimated by

management in their impairment analyses may not be achieved.

During the years ended September 30, 2017, we charged $nil (2016

- $18,974) to amortization expense for the impairment of our website.

Loss Per Share

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 year ended September 30, 2017, any equivalents would have been

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

Cash and Cash Equivalents

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.

Income taxes are provided based upon the liability

method of accounting pursuant to the ASC Topic 740 Income Taxes .

Under this approach, deferred income taxes are recorded

to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial

reporting amounts at each year-end.

A valuation allowance is recorded against the deferred tax asset if management does not believe

the Company has met the “more likely than not”

standard to allow recognition of such an asset.

Equity Based Payments

Equity based payments are accounted for

in accordance with ASC Topic 718, Compensation –

Stock Compensation .

The compensation cost is based upon fair

value of the equity instrument at the date grant.

The fair value has been estimated using the Black Scholes option pricing

In addition, payments made to non-employees are accounted for in accordance with ASC Topic 505, Equity-Based payments to Non-Employees.

Intangible Asset

The intangible asset is our website that was

being amortized over the expected useful life which we estimated to be three years.

During the year ended September 30, 2016, it

was determined the website was fully impaired as it was no longer used and as such we expensed the remaining balance to amortization

Amortization expense charged to operations for the twelve-month period ended September 30, 2017 and 2016, was $nil and

$18,974, respectively.

Recently Issued Accounting 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.

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 a material impact on our 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.

requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s)

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

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 flows.

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.

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.

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.

Company is currently evaluating the impact of adopting this guidance.

NOTE 2 –

GOING CONCERN AND

MANAGEMENT’S LIQUIDITY PLANS

As of September 30, 2017,the Company had

an accumulated deficit of $5,056,087 and aworking capital deficiency of $192,685.

During the years ended September 30, 2017

and 2016, the Company used cash in operating activities of $18,314 and $200,352, respectively.

These 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.

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

tax assets and accounting for convertible debt.

financial instruments consist of cash, accounts payable, notes payable and convertible notes.

The carrying values of these instruments

approximate fair value due to the short-term maturities of these instruments.

Value Measurements

Accounting Standards Board (FASB) ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820),

provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements.

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

giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable

value inputs.

ASC 820 defines the hierarchy as follows:

1 - Quoted 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.

2 - Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported

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.

3 - Significant 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.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

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, 2022 and 2021,

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

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

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

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

The note holders

are entitled, at their option, to convert all or a part of their options at the date into shares of the of common stock in the Company

at a price equal to a 20% discount to the closing price of the common stock on the date of the lenders notice of conversion, subject

to a floor of $0.01.

These common stock equivalents of approximately 327,319 and 311,210 shares as of September 30 30, 2022 and 2021,

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

of September 30, 2022 and 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.

and Cash Equivalents

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, 2022, the Company does not have any cash equivalents.

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.

We had no such liabilities as of September 30, 2022 and 2021.

gain or loss is reported when the notes are converted into shares of our common stock in accordance with the notes terms.

Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on

the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets

and liabilities and their respective tax bases, and attributable to operating loss carryforwards.

The carrying amounts of deferred tax

assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be

Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not

recognition threshold.

This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative

losses, the duration of statutory carryforward periods, and tax planning alternatives.

The Company assesses the likelihood that uncertain

tax positions will be accepted by the applicable taxing authority based on the technical merits of the position.

Tax positions meeting

the more-likely-than-not recognition threshold are measured and recognized in the consolidated financial statements at the largest amount

of benefit that has a greater than 50% likelihood of being realized upon measurement of a tax position taken in a prior annual period,

including interest and penalties, and are recognized during the period in which the change occurs.

This evaluation is required to be

performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes.

For the years ended

September 30, 2022 and 2021, we did not have any interest and penalties or any significant unrecognized uncertain tax positions.

Company recognizes accrued interest and penalties related to the unrecognized tax benefits in operating expenses.

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 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.

2 – GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of September 30, 2022, the Company had an accumulated deficit of $ 5,354,556 and a working capital deficiency of $ 491,154 .

ended September 30, 2022, the Company used cash in operating activities of $ 68,553 .

As of September 30, 2022, the Company had cash of

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 flow.

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

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.

The carrying amounts

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

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

NOTE 3 –

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.

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

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.

carrying 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

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 general and administrative expense for the years ended September 30,

2017 and September 30, 2016 are $23,680 and $24,000 of consulting fees, $nil and $24,000 of Directors’

fees, and $nil and

$48,355 of salaries to be paid to officers and directors of the Company, respectively.

Included in accounts payable for the years

ended September 30, 2017 and September 30, 2016 are $24,478 and $1,726 of amounts due to a company controlled by an officer of

the Company, respectively.

NOTE 4 –

CONVERTIBLE NOTES PAYABLE

Loan with Trius Holdings Limited

On March 17, 2017, we 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.

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 Company’s 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

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 $ 153,681 and $ 133,986 , as of September 30, 2022 and 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 $ 78,804

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

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

4 – CONVERTIBLE NOTES PAYABLE AND 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 September 30, 2022 and 2021, the total accrued interest owing under this note was $ 7,689 and

$ 6,205 , respectively.

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

interest rate of 15%.

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.

Loan with SukhAthwal

On March 30, 2017, we entered into an agreement

with SukhAthwal (“Athwal”).

Pursuant to the terms of the agreement, Athwal 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 Company’s 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 $0.01.

Total accrued interest on the above notes

was $1,240 as of September 30, 2017 and is reflected in accrued expenses on the accompanying balance sheet.

recorded a loss of $5,000 based on the change in fair value.

NOTE 5 –

STOCKHOLDERS’

The Company had no preferred or common stock

transactions during the years ended September 30, 2017 and 2016

NOTE 6 - OPTIONS

No stock options were granted during the years ended September 30,

2017 and 2016.

As per guidance in the ASC Topic 718, Compensation

- Stock Compensation (“ASC 718”), we are amortizing the fair value of the options on a straight-line basis over the

requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (graded

vesting attribution method).

During the year ended September 30, 2016, officers

holding 4,500,000 options resigned and the options were no longer exercisable.

In accordance with ASC 718, previously expensed

equity based compensation which requisite service will not be provided and are forfeited and reversed.

As a result, previously

recorded equity based compensation of $1,296,431 was reversed and credited to equity based compensation expense during the year

ended September 30, 2016.

The following is a summary of outstanding stock

options issued to employees and directors as of September 30, 2017:

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

$ 0 and $ 6,160 , respectively.

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

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.

As of September 30, 2022 and 2021, the

total accrued interest owing under this note was $ 15,282 and $ 11,813 , respectively.

As of the date of this report, that date has not

been extended, and the Company is accruing interest at the default interest rate of 15%.

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

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

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

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

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

note is unsecured, is due and payable in full on December 31, 2021 and accrues interest at a rate of 1.5% per annum.

As of the September

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

As of the date of this report, that

date has not been extended, and the Company is accruing interest at the default interest rate of 10%.

Payable Issued During the Twelve Months Ended September 30, 2021

the twelve months ended September 30, 2021, the Company entered into twelve notes payable totaling $ 240,000 .

The notes are unsecured,

are due and payable in full on September 30, 2021, and accrue interest at a rate of 1.5% per annum.

As of the September 30, 2022 and

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

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

a principal balance of $35,000.

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

at the default interest rate of 10%.

5 – STOCK OPTIONS

stock options were granted during the years ended September 30, 2022 and 2021.

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

Schedule of share-based compensation, stock options, activity

Exercise Price per

Value at Date

Outstanding October 1, 2015

0.0067 - $0.20

Outstanding September 30, 2016 and September 30, 2017

The following is a summary of outstanding stock

options issued to non-employees, excluding directors, as of September 30, 2017:

Outstanding September 30, 2022 and 2021

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

Schedule of share-based compensation, stock options, activity

Exercise Price per

Value at Date

Outstanding September 30, 2022 and 2021

Total equity based compensation for the years

ended September 30, 2017 and 2016 was $nil and ($1,296,431), respectively.

NOTE 7 –

DISCONTINUED OPERATIONS

Based upon recent regulatory activity related

to imposition of restrictions and limitations on the sale of hemp-based health products for pets, the Company 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, the Company entered into

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

The Termination Agreement contained the following provisions:

Termination of License:

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

Return of Other Property:

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

Office Space and Equipment:

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:

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, 2016.

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 October 15, 2015:

October 15, 2015

Accounts payable

Royalties payable

Accrued liabilities

Total liabilities

Net assets sold

The income from discontinued operations presented

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

Cost of goods sold

General and administrative expenses, including depreciation and amortization

Interest expense

Gain on disposal of discontinued operations

Income from discontinued operations

NOTE 8 –

INTANGIBLE ASSETS

Intangible assets at September 30, 2017 and

September 30, 2016, consist of website costs of $35,000, less accumulated amortization of $35,000.

The website costs have been

fully amortized.

NOTE 9–

COMMITMENTS AND CONTINGENCIES

We have no commitments or contingencies as

of September 30, 2017 and 2016.

NOTE 10 –

DEFERRED INCOME TAX

Deferred income tax provision for the years

ended September 30, 2017 and 2016 is summarized below:

was no equity-based compensation for the years ended September 30, 2022 and 2021.

6 – INCOME TAXES

income tax provisions for the years ended September 30, 2022 and 2021 are summarized below:

Schedule of Deferred Income Tax Provision

Total deferred

Increase in valuation allowance

The provision for income taxes differs from the amount computed

by applying the statutory federal income tax rate before provision for income taxes.

The sources and tax effect of the differences

are as follows:

Income tax provision –

Change in valuation allowance

Income tax provision

provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before provision for income

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

Schedule of Income Tax Reconciliation

Income tax provision – federal rate

State income taxes, net of federal benefit

Effect of net operating loss

The net deferred income tax assets at September

30, 2017 and 2016 were approximately $401,200 and $382,200, respectively.

ASC 740 requires a valuation allowance to reduce

the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all

of the deferred tax assets will not be recognized.

After consideration of all the evidence, both positive and negative, management

has determined that a full valuation allowance at September 30, 2017 and 2016, respectively, is necessary to reduce the deferred

tax assets to the amount that is more likely than not to be realized.

The change in valuation allowance for the current year is

As of September 30, 2017, we have a net

operating loss carry forwards of approximately $1,081,300 (2016:

The loss will be available to offset future

taxable income.

If not used, the secarry forwards will expire in varying amounts through 2037.

There are open statutes of limitations for

taxing authorities in federal and state jurisdictions to audit our tax returns from 2011 through the current period.

is to account for income tax related interest and penalties in income tax expense in the statement of operations.

There have been

no income tax related interest or penalties assessed or recorded.

ASC 740 prescribes a recognition threshold

and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken

in a tax return.

This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting

in interim periods, disclosure, and transition.

For the years ended September 30, 2017 and

2016 we did not have any interest and penalties associated with tax positions.

As of September 30, 2017, we did not have any significant

unrecognized uncertain tax positions.

NOTE 11 –

RECLASSIFICATION OF COMPARATIVE

Certain prior year amounts included in the

consolidated statements of operations have been reclassified to conform to the current year presentation.

Such reclassifications

had no impact on previously reported net loss.

Change in valuation allowance

Effective income tax rate

components of the Companys deferred tax assets and liabilities as September 30, 2022 and 2021 is as follows:

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets:

Net operating losses

Total deferred tax asset

Valuation allowance

Deferred tax asset, net of allowance

740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely

than not that some portion or all of the deferred tax assets will not be recognized.

After consideration of all the evidence, both positive

and negative, management has determined that a full valuation allowance at September 30, 2022 and 2021, respectively, is necessary to

reduce the deferred tax assets to the amount that is more likely than not to be realized.

The change in valuation allowance was an increase

of approximately $ 41,000 and $ 19,000 for the years ended September 30, 2022 and 2021, respectively.

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

$ 1,215,000 ).

Future utilization

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

These federal

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

through 2021.

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

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

the current period.

Our policy is to account for income tax related interest and penalties in income tax expense in the statement of

There have been no income tax related interest or penalties assessed or recorded.

the years ended September 30, 2022 and 2021 we did not have any interest and penalties associated with tax positions.

As of September

30, 2022, we did not have any significant unrecognized uncertain tax positions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures