What changed in this filing

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Item 1. Financial Statements

2023-02-09 compared with 2022-12-19 · 202 added, 223 removed, 247 unchanged (63% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

AND STOCKHOLDERS DEFICIT

Prepaid expenses

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

payable (including $86,248 and $85,062 due to related parties)

Accounts payable (including $ 199,693 and $ 153,681 due to related parties)

Accrued liabilities

Convertible notes payable

Notes payable

Stockholders

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

Common stock,

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

paid in capital

Notes payable - related party

Total Liabilities

Stockholders’ deficit

Liabilities and Stockholders Deficit

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

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

Additional paid in capital

Accumulated deficit

( 5,466,798 )

( 5,354,556 )

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

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

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CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

and administrative (including $798 and $5,800 of fees paid to related party)

For the Three Months Ended

Operating expenses:

other expenses

share information:

average shares outstanding - basic and diluted

loss per share - basic and diluted

General and administrative (including expenses to related party of $ 46,012 and $ 4,770 )

Total operating expenses

Operating loss

Other (expense) income:

Interest expense (including related party interest of $ 882 and $ 132 )

Gain on forgiveness of debt

Total other expenses, net

$ ( 112,242 )

Per share information:

Weighted average shares outstanding - basic and diluted

Net loss per share - basic and diluted

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

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THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021

Additional Paid

Balance, October 1, 2021

$ ( 5,189,587 )

December 31, 2017

$ ( 326,185 )

Balance, December 31, 2021

$ ( 5,248,942 )

$ ( 385,540 )

Balance, October 1, 2022

$ ( 5,354,556 )

December 31, 2018

$ ( 491,154 )

Balance, December 31, 2022

$ ( 5,466,798 )

$ ( 603,396 )

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

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THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021

from operating activities:

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

payable - related parties

cash used in operating activities

beginning of period

end of period

disclosure of cash flow information

paid for interest

paid for income taxes

Cash flows from operating activities:

$ ( 112,242 )

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

Gain on debt forgiveness

Change in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accounts payable - related parties

Accrued liabilities

Net cash used in operating activities

Cash flows used in financing activities:

Payments on notes payable

Payment on convertible note payable

Net cash flows used in financing activities:

Net change in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for income taxes

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

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Company is currently a shell company (as such term is defined in Rule 12b-2 under the Exchange Act).

this report, the terms our, we, us, and the Company refer to Peak Pharmaceuticals, Inc.

this report, the terms our, we, us, and the Company refer to Peak Pharmaceuticals,

and its wholly-owned subsidiary, Peak BioPharma Corp.

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2021, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

of December 31, 2018 and September 30, 2018, the Company had two convertible notes with principal and accrued interest balances totaling

$24,253 and $23,648, respectively.

The note holders are entitled, at their option, to convert all or a part of their options at the date

into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on the

date of the lenders notice of conversion, subject to a floor of $0.01.

These common stock equivalents of approximately 253,688

and 182,035 shares as of December 31, 2018 and 2017, respectively, are not included in the calculation of diluted EPS

as their effect would be anti-dilutive.

of December 31, 2022, the Company had one convertible note with principal and accrued interest totaling $18,067.

The note holders are

entitled, at their option, to convert all or a part of their principal and accrued interest 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 163,655 and 271,936 shares as of December

31, 2022 and 2021, respectively, are not included in the calculation of diluted EPS as their effect would be anti-dilutive.

of December 31, 2022 and September 30, 2022, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders

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

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 has determined that the adoption of this guidance has no impact on its consolidated financial statements.

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.

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

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.

May 2014, the FASB issued ASU, 2014-09—

Revenue from Contracts with Customers (Topic 606) , or ASU 2014-09, and further updated

through ASU 2016-12, or ASU 2016-12, which amends the existing accounting standards for revenue recognition.

ASU 2014-09 is based on

principles that govern the recognition of revenue at an amount to which an entity expects to be entitled to when products are transferred

to customers.

This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December

15, 2017 for public entities, and after December 15, 2018 for non-public entities.

The new revenue standard may be applied retrospectively

to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption.

The Company adopted

ASU 2014-09 on October 1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated financial

February 2016, the FASB issued ASU No.

2016-02, Leases, to improve financial reporting about leasing transactions.

This ASU will

require organizations that lease assets (lessees) to recognize a lease liability and a right-of-use asset on its balance

sheet for all leases with terms of more than twelve months.

A lease liability is a lessees obligation to make lease payments arising

from a lease, measured on a discounted basis and a right-of-use asset represents the lessees 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

The Company adopted ASU 2016-02 on October 1, 2019 and has determined that the adoption of this guidance had no

impact on its consolidated financial statements.

April 2016, the FASB issued ASU 2016 –

10 Revenue from Contracts with Customers:

identifying Performance Obligations and

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 entitys promise to grant a license provides a customer with

either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the entitys

intellectual property (which is satisfied over time).

The amendments in this Update are intended to reduce the degree of judgement necessary

to comply with Topic 606.

Public business entities will adopt the standard for annual reporting periods beginning after December 15,

2017, including interim periods within that year.

The Company adopted ASU 2016-10 on October 1, 2018 and has determined that

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

August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash

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

of cash flows.

ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019.

Early adoption is permitted, provided

that all of the amendments are adopted in the same period.

The guidance requires application using a retrospective transition method.

The Company adopted AS U 2016-15 on October 1, 2018 and has determined that the adoption of this guidance had no impact on its

consolidated financial statements.

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 adopted ASU 2017-01 on October

1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

May 10, 2017, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) 2017-09

Compensation—Stock Compensation (Topic 718):

Scope of Modification Accounting , which provides guidance to clarify

when to account for a change to the terms or conditions of a share-based payment award as a modification.

Under the new guidance, modification

accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes

as a result of the change in terms or conditions.

The guidance is effective prospectively for all companies for annual periods beginning

on or after December 15, 2017.

Early adoption is permitted.

The Company adopted ASU 2017-09 on October 1, 2018 and has determined that

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

were no recently adopted accounting pronouncements had a material effect on the Companys financial statements.

2 – GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

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31, 2022, the Company had cash of $ 96,720 .

These conditions raise substantial doubt about the Companys ability to continue as a going

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.

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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

payable – related parties are amounts payable to current and former officers and directors for services provided to the Company

totaling $ 199,693 and $ 153,681 , as of December 31, 2022 and September 30, 2022, 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

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

$ 124,816 and $ 78,804 as of December 31, 2022 and September 30, 2022, respectively.

Total expense incurred related to this entity was

$798 and $5,800 for the three months ended September 30, 2018 and 2017, respectively, with no other related party expenses incurred.

$ 46,012 and $ 4,770 for the three months ended December 31, 2022 and 2021, respectively, with no other related party expenses incurred.

See Note 4 for certain related party debt.

4 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

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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.

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 December 31, 2018 and September 30, 2018, the total accrued interest owing under this note was $2,145 and $1,810,

respectively.

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

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.

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.

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.

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

As of December 31, 2018 and September 30, 2018, the total accrued interest owing under this note was $2,107 and $1,805 respectively.

Subsequent to the three months ended December 31, 2018, on December 3, 2021, the Company repaid this loan and accrued interest in full.

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 December 31, 2022 and September 30, 2022, the total accrued interest owing under this note was

$ 8,067 and $ 7,689 , 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 Mediapark Investments Limited

January 10, 2018, the Company entered into an agreement with Mediapark Investments Limited (Mediapark.) Pursuant to the terms

of the agreement, Mediapark acquired a 12% promissory note with an aggregate face value of $23,000.

The note matures in 180 days on July

10, 2018 and is unsecured.

January 10, 2018, the Company entered into an agreement with Mediapark Investments Limited (Mediapark.) Pursuant to the

terms of the agreement, Mediapark acquired a 12% promissory note with an aggregate face value of $ 23,000 .

The note matures in 180 days

on July 10, 2018 and is unsecured.

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

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30, 2022, the total accrued interest owing under this note was $ 16,152 and $ 15,282 , 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 December 31, 2018 and September 30, 2018, the total accrued interest owing under this note was $1,795 and

$1,190, respectively.

Subsequent to the three months ended December 31, 2018, on December 3, 2021, the Company repaid this loan and accrued

interest in full.

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%.

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 December 31, 2022 and September 30, 2022, the total accrued interest owing under this note was $ 541

and $ 415 , respectively.

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

default interest rate of 10%.

September 28, 2021, the Company entered into a note payable with our sole officer and director for $30,000.

The note is unsecured, is

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

As of the December 31, 2022 and September

30, 2022, the total accrued interest owing under this note was $ 3,116 and $ 2,360 , 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%.

Notes Payable

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 December 31, 2022 and September

30, 2022, the total accrued interest owing under these notes was $ 25,911 and $ 23,250 .

In June 2022, the Company repaid one of the notes

with a principal balance of $35,000.

As of the date of this report, the due dates have not been extended, and the Company is accruing

interest at the default interest rate of 10%.

stock options were granted during the three months ended December 31, 2022 and 2021.

following is a summary of outstanding stock options issued to employees and directors as of December 31, 2022 and September 30, 2022:

December 31, 2018 and September 30, 2018

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding December 31, 2022 and September 30, 2022

Exercisable, December 31, 2022 and September 30, 2022

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of December 31, 2022 and September

December 31, 2018 and September 30, 2018

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding December 31, 2022 and September 30, 2022

Exercisable, December 31, 2022 and September 30, 2022

was no equity-based compensation for the three months ended December 31, 2022 and 2021.

6 – SUBSEQUENT EVENTS

of Loans Payable

the year ended September 30, 2021, the Company received an aggregate of $275,000 related to the issuance of 14 notes payable to various

noteholders, including an aggregate of $35,000 as a result of two notes payable issued to the Companys Chief Executive Officer,

a related party.

The notes are unsecured, bear interest at 1.5% per annum, and mature on September 30, 2021.

To date, the Company has

made principal and accrued interest payment of $65,000 and $14,191, respectively.

As of the date of this report, the original due date

of such notes has not been extended and are in default.

On January 23, 2023, the Company

executed a Settlement Agreement and Mutual Release with four parties for outstanding accounts payable, resulting in a gain on forgiveness

of debt of approximately $45,490, including $24,340 from related parties.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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related notes contained in our Annual Report on Form 10-K, as filed with the Securities & Exchange Commission on December 19, 2022.

statements made in this discussion are forward-looking statements within the meaning of The Private Securities Litigation

Reform Act of 1995.

Certain statements made in this discussion are forward-looking statements within the meaning of The Private Securities

Litigation Reform Act of 1995.

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

In some cases, you

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

anticipates, believes, estimates, predicts, potential or continue

or the negative of these terms or other comparable terminology.

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

plans, anticipates, believes, estimates, predicts, potential

or continue or the negative of these terms or other comparable terminology.

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

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

These risks may cause the Companys or its industrys actual results, levels of activity or performance to be materially

different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

These risks may cause the Companys or its industrys actual results, levels of activity or performance to be

materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

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

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of the Three Months Ended December 31, 2022 to the Three Months Ended December 31, 2021

revenue or cost of sales were generated for the three months ended December 31, 2018 or December 31, 2017.

revenue or cost of sales were generated for the three months ended December 31, 2022 and 2021.

Companys expenses for the three months ended December 31, 2022 and 2021, are summarized as follows:

Months Ended December 31,

and administrative (including $798 and $5,800 of fees paid to related party)

operating expenses

decrease in general and administrative expenses for the three months ended December 31, 2018, compared to the three months ended December

31, 2017 of $6,072 is due to a decrease in accounting fees as well as filing fees.

Months Ended December 31,

other expenses

expense increased $1,302 for the three months ended December 31, 2018 from the comparative period of 2017 due to additional accrued interest

on the two notes payable issued in January and April 2018.

Three Months Ended December 31,

General and administrative (including $46,012 and $4,770 of fees paid to related party)

Total operating expenses

increase in general and administrative expenses for the three months ended December 31, 2022 compared to the three months ended

December 31, 2021 of $58,349 is due primarily to an increase in accounting fees.

Three Months Ended December 31,

Interest Expense (including related party interest of $882 and $132)

Gain on forgiveness of debt

Total other expenses

expense decreased $7,001 for the three months ended December 31, 2022 from the comparative period of 2021 primarily from accrued interest

on the Companys notes payable which decreased as a result of principal payments of $35,000 in June 2022.

The gain on forgiveness

of debt of $1,539 for the three months ended December 31, 2021 was a result of a decrease of accounts payable as a result of vendor adjustments.

and Capital Resources

following table sets forth a summary of changes in working capital for the years ended December 31, 2018 and 2017:

decrease in current assets of $1,506 is mainly due to a decrease in cash from the payment of outstanding bills during the three months

ended December 31, 2018.

The increase in current liabilities of $1,353 is primarily due to an increase in accrued liabilities during

the three months ended December 31, 2018.

following table sets forth a summary of changes in working capital as of ended December 31, 2022 and September 30, 2022:

December 31, 2022

September 30, 2022

Current Assets

Current Liabilities

Working capital

decrease in current assets of $27,869 is mainly due to a decrease in cash from the payment of outstanding vendor bills during the three

months ended December 31, 2022.

The increase in current liabilities of $84,373 is primarily due to an increase in accounts payable during

the three months ended December 31, 2022, for additional professional fees.

following table sets forth a summary of changes in cash flows for the three months ended December 31, 2022 and 2021:

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cash used in operating activities

cash used in financing activities

of December 31, 2022, our cash balance was $96,720.

The Company does not expect its current cash and operating income to be sufficient to

meet its financial needs for continuing operations over the next twelve months.

cash used in operations for the three months ended December 31, 2018 was $1,506 was mainly due to the net loss that was incurred during

The Company does not expect its current cash and operating income to be sufficient

to meet its financial needs for continuing operations over the next twelve months.

cash used in operations for the three months ended December 31, 2022 and 2021 of $30,879 and $43,598, respectively, was mainly due to

the net losses incurred during the period.

cash used in financing activities for the three months ended December 31, 2021 of $30,000 was due to payment on notes payable during

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

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

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

During the year ended September 30, 2021, the Company received an

aggregate of $275,000 related to the issuance of 14 notes payable to various noteholders, including an aggregate of $35,000 as a result

of two notes payable issued to the Companys Chief Executive Officer, a related party.

The notes are unsecured, bear interest at

1.5% per annum, and mature on September 30, 2021.

There can be no assurance, however, that additional financing will be available or,

if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund

our cash requirements until we can reach a level of profitable operations and positive cash flows.

Even if we are able to raise the funds

required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force

us to seek additional financing.

If additional financing is not available or is not available on acceptable terms, we will have to curtail

our operations.

December 31, 2022, we had cash and cash equivalents of approximately $97,000.

Our liquidity needs have been satisfied primarily from

the issuance of notes payable.

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

There can be no assurance, however, that additional financing will be available or, if it is available, that we will be able

to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach

a level of profitable operations and positive cash flows.

Even if we are able to raise the funds required, it is possible that we could

incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek additional financing.

If additional

financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Sheet Arrangements

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discussion of Recently Issued Accounting Pronouncements ,

see Note 1 to the unaudited condensed financial statements, Nature of Operations, Basis of Presentation and Summary of Significant

Accounting Policies in Part I, Item 1, of this Quarterly Report on Form 10-Q.

see Note 1 to the unaudited condensed financial statements, Nature of Operations, Basis of Presentation and Summary of

Significant Accounting Policies in Part I, Item 1, of this Quarterly Report on Form 10-Q.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

What changed 10-Q

Item 1. Financial Statements