Attached files

file filename
EX-32.2 - SECTION 906 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL - PEAK PHARMACEUTICALS, INC.ex_32-2.htm
EX-32.1 - SECTION 906 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL - PEAK PHARMACEUTICALS, INC.ex_32-1.htm
EX-31.2 - SECTION 302 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL - PEAK PHARMACEUTICALS, INC.ex_31-2.htm
EX-31.1 - SECTION 302 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL - PEAK PHARMACEUTICALS, INC.ex_31-1.htm
EX-10.6 - FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE DATED MAY 7, 2018 WITH TRIUS HOLD - PEAK PHARMACEUTICALS, INC.ex_10-6.htm
EX-10.5 - FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE DATED MAY 7, 2018 WITH SUKH ATHWA - PEAK PHARMACEUTICALS, INC.ex_10-5.htm
EX-10.4 - CONVERTIBLE PROMISSORY NOTE DATED @@ @@, 2018 WITH SUKH ATHWAL - PEAK PHARMACEUTICALS, INC.ex_10-4.htm
EX-10.3 - CONVERTIBLE PROMISSORY NOTE DATED JANUARY 10, 2018 WITH MEDIAPARK INVESTMENTS LI - PEAK PHARMACEUTICALS, INC.ex_10-3.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2018

 

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from _________ to _________

Commission file number: 005-87668

 

PEAK PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   26-1973257
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 85260

(Address of principal executive offices)

 

(480) 659-6404

(Registrant’s telephone number, including area code)

 

700 N. Colorado Blvd., #734, Denver, CO 80206

(Former address of principal executive offices)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company þ
(Do not check if a smaller reporting company) Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ.

 

As of May 14, 2018, there were 78,363,562 shares of registrant’s common stock outstanding.

1

PEAK PHARMACEUTICALS, INC.

FORM 10-Q

FOR THE SIX MONTHS ENDED MARCH 31, 2018 AND 2017

 

TABLE OF CONTENTS

 

  Page
   
PART I.  FINANCIAL INFORMATION  
     
ITEM 1 Financial Statements 4
     
  Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) 4
     
  Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2018 and 2017 (unaudited) 5
     
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2018 and 2017 (unaudited) 6
     
  Notes to Condensed Consolidated Financial Statements (unaudited) 7
     
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
     
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 16
     
ITEM 4. Controls and Procedures 17
     
PART II.  OTHER INFORMATION  
     
ITEM 1. Legal Proceedings 18
     
ITEM 1A.  Risk Factors 18
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
     
ITEM 3. Defaults Upon Senior Securities 18
     
ITEM 4. Mine Safety Disclosures 18
     
ITEM 5. Other Information 18
     
ITEM 6. Exhibits 18
     
SIGNATURES 21
2

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

PEAK PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT MARCH 31, 2018

(Unaudited) 

 

   March 31,  September 30,
   2018  2017
    (Audited) 
Assets          
Current assets:          
   Cash  $4,442   $2,991 
Total Assets  $4,442   $2,991 
           
Liabilities and stockholders' deficit          
Liabilities          
   Accounts payable  $153,735   $163,075 
   Accrued liabilities   12,410    7,601 
   Convertible notes payable   25,000    25,000 
   Note payable   23,000      
Total Liabilities   214,145    195,676 
           
Stockholders’ Deficit Preferred stock, $0.00001 par value, 25,000,000 authorized, none issued or outstanding   —      —   
Common stock, $0.0001 par value, 325,000,000 shares authorized, 78,363,562 shares issued and outstanding, as of March 31, 2017 and September 30, 2017   7,836    7,836 
Additional paid in capital   4,855,566    4,855,566 
Accumulated deficit   (5,073,105)   (5,056,087)
Total Stockholders’ Deficit   (209,703)   (192,685)
Total Liabilities and Stockholders’ Deficit  $4,442   $2,991 

 

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

3

 

PEAK PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTH PERIODS ENDED MARCH 31, 2018 AND 2017

(Unaudited)

 

   For the Three Months Ended  For the Six Months Ended
   March 31,  March 31,
   2018  2017  2018  2017
Operating expenses:                    
General and administrative  $8,185   $5,430   $15,210   $7,313 
   Interest expense   1,204    36    1,808    36 
Total expenses   9,389    5,467    17,018    7,350 
                     
Operating income (loss)   (9,389)   (5,467)   (17,018)   (7,350)
                     
Change in fair value of convertible debt   —      —      —      (5,000)
                     
Net loss  $(9,389)  $(5,467)  $(17,018)  $(12,350)
                     
Per share information:                    
   Basic weighted average shares outstanding   78,363,562    78,363,562    78,363,562    78,363,562 
   Diluted weighted average shares outstanding   78,363,562    78,363,562    78,363,562    78,363,562 
                     
   Net loss per share - basic and diluted  $0.00   $0.00   $0.00   $0.00 

 

 

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

4

PEAK PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH PERIODS ENDED MARCH 31, 2018 AND 2017

(Unaudited)

 

   For the Six Months Ended
   March 31,
   2018  2017
Cash flows from operating activities:          
Net loss  $(17,018)  $(12,350)
Adjustment to reconcile net loss to net cash used in operating activities:          
Change in fair value of convertible debt   —      5,000 
Change in operating assets and liabilities:          
   Prepaids   —      —   
   Deposits   —      —   
   Accounts payable   (9,340)   35,116 
   Accounts payable - related parties   —      (27,975)
   Accrued liabilities   4,809    —   
Net cash used in operating activities   (21,549)   (209)
           
Cash flows from financing activities:          
Proceeds from issuance of notes payable   23,000    20,000 
Net cash provided by financing activities   23,000    20,000 
           
Net change in cash   1,451    19,791 
Cash, beginning of period   2,991    1,304 
Cash, end of period  $4,442   $21,095 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $—     $—   
Cash paid for income taxes  $—     $—   

 

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

5

PEAK PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

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

 

The Company was incorporated in Nevada on December 18, 2007. After a number of name changes, we again, changed our name to Peak Pharmaceuticals, Inc. on December 23, 2014. This name was consistent with our business operations and plans relating to development, manufacturing and marketing of hemp-based nutraceutical and supplement products for the human and animal health markets. On October 1, 2015, we discontinued certain operations of the Company.

 

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Peak Pharmaceuticals, Inc. and its subsidiary, Peak BioPharma Corp.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended September 30, 2017. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year, or any other period.

 

Recent Pronouncements

 

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018. We do not expect the adoption of this guidance to have an impact on our Consolidated Financial Statements.

 

In April 2016, the FASB issued ASU 2016 – 10 “Revenue from Contract with Customers: identifying Performance Obligations and Licensing”. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance.

6

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. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”. The new guidance requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. If restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet. Companies will also need to disclose information about the nature of the restrictions. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance.

 

In January 2017, FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance.

 

On May 10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.

 

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

 

As of March 31, 2018, the Company had an accumulated deficit of $5,073,105 and a working capital deficiency of $209,703. During the quarters ended March 31, 2018 and 2017, the Company used cash in operating activities of $21,549 and $209, 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. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

 

Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The 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 uncertainty.

7

NOTE 3 – RELATED PARTY TRANSACTIONS

 

Parties, which can be corporations or individuals, are considered to be related if they have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Accounts payable – related parties are the amounts payable to officers and directors of the Company for reimbursement of expenses they incurred on behalf of the Company as well as Directors’ fees and salaries. Included in accounts payable at March 31, 2018 are amounts totaling $47,877 (December 31, 2017 $47,877) owed to related parties.

 

NOTE 4 –NOTES PAYABLE

 

Loan with Trius Holdings Limited

 

On March 17, 2017, the Company entered into an agreement with Trius Holdings Limited (“Trius”). Pursuant to the terms of the agreement, Trius acquired a 12% convertible note with an aggregate face value of $10,000. The note matures in one year. Trius is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lender’s notice of conversion, subject to a floor of $0.01. On May 11, 2018, the agreement had been amended to extend the maturing date of the note from March 30, 2018 to March 30, 2019.

 

Loan with Individual

 

On March 30, 2017, the Company entered into an agreement with an individual. Pursuant to the terms of the agreement, the individual acquired a 12% convertible note with an aggregate face value of $10,000. The note matures in one year. The individual is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lender’s notice of conversion, subject to a floor of $0.01. The Company recorded a loss on the notes of $5,000 during the quarter ended March 31, 2017 based on the fair value of the notes. 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.

 

Loan with Mediapark Investments Limited

 

On January 10, 2018, the Company entered into an agreement with Mediapark Investments Limited (“Mediapark”.) Pursuant to the terms of the agreement, Mediapark acquired a 12% promissory note with an aggregate face value of $23,000. The note matures in 180 days on July 10, 2018.

 

Total accrued interest on the above notes was $3,049 as of March 31, 2018 (December 31, 2017 $1,844) and is reflected in accrued liabilities on the accompanying balance sheet.

 

NOTE 5 – STOCKHOLDERS’ EQUITY

 

We had no preferred or common stock transactions during the six-month period ended March 31, 2018 and 2017.

 

NOTE 6 – OPTIONS

 

No stock options were granted during the quarters ended March 31, 2018 and 2017.

 

The following is a summary of outstanding stock options issued to employees and directors as of March 31, 2018:

8

 

Number

of Options

 

Exercise Price per

Share

 

Average

Remaining

Term in

Years

           
Outstanding September 30, 2017 and March 31, 2018 2,916,000      $0.0067   5.95
Exercisable 2,916,000         $0.0067   5.95

 

 

The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of March 31, 2018:

 

 

Number

of Options

 

Exercise Price per

Share

 

Average

Remaining

Term

in Years

           
Outstanding September 30, 2017 and March 31, 2018 375,000      $0.0067   5.55
Exercisable 375,000      $0.0067   5.55

 

There was no equity-based compensation for the six months ended March 31, 2018 and 2017.

 

NOTE 7 - SUBSEQUENT EVENT

 

On April 2, 2018, subsequent to the period, we received a promissory note from an individual in the amount of $20,000. The note is due and payable in full on October 2, 2018 and it accrues interest at a rate of 12% per annum.

 

 

 

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This report contains forward-looking statements. The following discussion should be read in conjunction with the financial statements and related notes contained in our Annual Report on Form 10-K, as filed with the Securities & Exchange Commission on January 12, 2018. 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.

 

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended September 30, 2017, as filed on January 12, 2018, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity or performance. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The Company is under no duty to update any forward-looking statements after the date of this report to conform these statements to actual results.

 

As used in this quarterly report and unless otherwise indicated, the terms “we,” “us,” “our,” “Peak,” or the “Company” refer to Peak Pharmaceuticals, Inc, including our wholly-owned subsidiary Peak BioPharma Corp (“Peak BioPharma”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.

 

Corporate Overview

 

We were incorporated as Surf A Movie Solutions Inc. in Nevada on December 18, 2007 to engage in the business of the development, sales and marketing of online video stores. We were not successful in our efforts and have ceased this line of business.

 

On October 10, 2013, we entered into a joint venture agreement with Produced Water Solutions, Inc., a Colorado corporation, that was in the business of providing economically and environmentally sound solutions for the treatment and recycling of wastewater resulting principally from oil and gas exploration and production activities. As a result of our research of this business opportunity, on December 31, 2013, we determined not to move forward with this line of business.

 

In early March 2014, we entered into the business of developing, manufacturing and marketing pharmaceutical level products containing phytocannabinoids, an abundant and pharmaceutically active component of industrial hemp, for the prevention and alleviation of various conditions and diseases. In connection therewith, on March 17, 2014 we changed our name to Cannabis Therapy Corp. On December 23, 2014, we changed our name to Peak Pharmaceuticals, Inc. All of our business operations are carried on through our wholly-owned subsidiary, Peak BioPharma Corp., a Colorado corporation.

 

On July 29, 2014, through Peak BioPharma, we entered into a license agreement (the “License Agreement”) with Canna-Pet, LLC (“Licensor”), a Washington limited liability company, which owns the brand name “Canna-Pet” and certain related intellectual property including, but not limited to, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain names, customer lists, supplier lists, trade secrets and know-how, and other related intellectual property (collectively, the “Licensed Intellectual Property”), used by Licensor in the conduct of its business related to the production and sale of medical products made from industrial hemp which are intended exclusively for consumption by pets. Pursuant to the License Agreement, the Licensor granted to us a perpetual, exclusive, world-wide license to use the Licensed Intellectual Property in conjunction with our business and the production and sale of medical products made from industrial hemp as well as the right to sublicense the Licensed Intellectual Property to third parties. The License Agreement gives us the right to produce and sell existing products utilizing the Licensed Intellectual Property and to develop new products, jointly with Licensor or otherwise, based upon the Licensed Intellectual Property. The License Agreement provided us with an immediate revenue source and access to Licensor’s customer base. During the term of the license, all intellectual property rights in and to the Licensed Intellectual Property remained the exclusive property of Licensor.

10

 

In consideration of the grant of the license, we agreed to pay Licensor license fees in the form of royalty payments calculated on the basis of gross proceeds received by us from sales of products manufactured, marketed or sold by us utilizing the Licensed Intellectual Property or any subsequently developed intellectual property which is jointly owned by us and Licensor. We began selling Canna-Pet products in October 2014.

 

Based upon recent regulatory activity related to imposition of restrictions and limitations on the sale of hemp-based health products for pets, we elected to terminate our license agreement with the Licensor, effective as of October 1, 2015, and to cease all operations relating to sale of hemp-based products for pets.

 

On October 12, 2015, we entered into an agreement for the termination (“Termination Agreement”) of the License Agreement, effectively selling the discontinued operations. The Termination Agreement contained the following provisions:

 

·Termination of License: The parties agreed to terminate the License Agreement effective as of October 1, 2015, this termination was made by mutual agreement of the parties pursuant to and in accordance with the provisions of the License Agreement.

 

·Return of Licensed Intellectual Property: We agreed to return all Licensed Intellectual Property to the Licensor, and our right to use all, or any portion, of the Licensed Intellectual Property ceased effective as of October 1, 2015, Pursuant to the terms of the License Agreement, the Licensed Intellectual Property included the brand name “Canna-Pet” and certain related intellectual property, including, but not limited, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain names, customer lists, supplier lists trade secrets and know- how, and other related intellectual property.

 

·Return of Other Property: In addition to return of the Licensed Intellectual Property, we agreed to transfer to Licensor all product inventory, Colorado hemp with permits and authorization, all production/fulfillment contracts, all e-commerce accounts and processing, all non-disclosure and research agreements and any and all other property in our possession which was used by us in the conduct of our business related to production and sale of medical cannabis products for pets made from hemp and low-THC cannabis plants.

 

·Office Space, Equipment and Employees: In conjunction with the execution of the Termination Agreement, we granted the Licensor the right to use our office space, for the three-month period from October 1, 2015 through December 31, 2015, on a rent-free basis.

 

·Consideration: As consideration for the cancellation of the License Agreement and the return of other property, as described above, the Licensor agreed to waive payment by us and to release us from liability for payment of any and all unpaid royalties, invoices and other amounts which were otherwise currently due and payable by us to Licensor for sales of Canna-Pet products for all periods through and including September 30, 2015.

 

·Collections: On October 15, 2015, we forwarded to the Licensor all payments received by us after September 30, 2015 (net of amounts received by us for taxes, duties, governmental charges, freight or shipping charges, and the like) for Canna- Pet products sold on or after October 1, 2015.
11

The following is a summary of the net assets sold as initially determined at Septembers 30, 2015 and updated October 15, 2015:

 

   October 15, 2015  September 30, 2015
Inventory  $45,436   $41,705 
Prepaid Expenses   8,821    —   
Deposits   8,179    8,678 
Total assets  $62,436   $50,383 
           
Accounts payable   103,548    124,396 
Royalties payable   39,506    39,506 
Accrued liabilities   285    15,341 
Total liabilities   143,339    179,243 
Net assets sold  $80,903   $128,860 

 

Our common stock is currently listed on the OTC Markets, QB Tier, under the symbol “PKPH”.

 

Recent Corporate Developments

 

Since the commencement of the year through March 31, 2018, we have received two promissory notes. One for $23,000 on December 31, 2017, as well as a $20,000 promissory note on April 2, 2018, subsequent to the end of the quarter.

 

Loan Agreements

 

Loan with Trius Holdings Limited

 

On March 17, 2017, we entered into an agreement with Trius Holdings Limited. Pursuant to the terms of the agreement, the investor acquired a 12% convertible note with an aggregate face value of $10,000. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lender’s notice of conversion, subject to a floor of $0.01.

 

Loan with Individual

 

On March 30, 2017, we entered into an agreement with an individual. Pursuant to the terms of the agreement, the investor acquired a 12% convertible note with an aggregate face value of $10,000. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lender’s notice of conversion, subject to a floor of $0.01.

 

Loan with Mediapark Investments Limited

 

On January 10, 2018, we entered into an agreement with Mediapark Investments Limited. Pursuant to the terms of the agreement, the investor acquired a 12% promissory note with an aggregate face value of $23,000. The note matures in 180 days, on July 10, 2018.

 

Results of Operations

 

Comparison of the Three Months Ended March 31, 2018 to the Three Months Ended March 31, 2017

 

Revenue

 

No revenue or cost of sales were generated for the three months ended March 31, 2018 or March 31, 2017 due to the overall reduction in operations of the business.

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Operating Expenses

Our expenses for the three months ended March 31, 2018 are summarized as follows in comparison to our expenses for the three months ended March 31, 2017:

 

   Three Months Ended March 31,
   2018  2017
    
General and administrative  $8,185   $5,430 
Depreciation and amortization   —      —   
Stock based compensation   —      —   
Total operating expenses  $8,185   $5,430 

 

General and administrative expense increased by $2,755 for the three months ended March 31, 2018 from the comparative period of 2017 due to an increase in audit and accounting fees. Depreciation and amortization expense, as well as stock-based compensation were $0 for the three months ended March 31, 2018 and March 31, 2017.

 

Comparison of the Six Months Ended March 31, 2018 to the Six Months Ended March 31, 2017

 

Revenue

 

No revenue or cost of sales were generated for the six months ended March 31, 2018 or for the six months ended March 31, 2017.

 

Operating Expenses

 

Our expenses for the six months ended March 31, 2018 are summarized as follows in comparison to our expenses for the six months ended March 31, 2017:

 

   Six Months Ended March 31,
   2018  2017
    
General and administrative  $15,210   $7,313 
Depreciation and amortization   —      —   
Stock based compensation   —      —   
Total operating expenses  $15,210   $7,313 

 

General and administrative expense increased by $7,897 for the six months ended March 31, 2018 from the comparative period of 2017, due to an overall increase in accounting and audit fees for the six months, to keep the Company current with their filings. Depreciation and amortization expense as well as stock-based compensation were $0.

 

Other Expenses

 

   Six Months ended March 31,
   2017  2016
Interest Expense  $1,808   $36 
Change in Fair Value of Convertible Debt   —      5,000 
Total other expenses  $1,808   $5,036 
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Interest expense increased from $36 to $1,808 for the six months ended March 31, 2018 from the comparative period of 2017 due to the start date of the notes, which were on March 30, 2017 and March 21, 2017.

 

Liquidity and Financial Condition

 

Working Capital Deficiency

 

  

March 31,

2018

 

September 30,

2017

Current assets  $4,442   $2,991 
Current liabilities   214,145    195,676 
Working capital deficiency  $(209,703)  $(192,685)

 

The increase in current assets is mainly due to the receipt of a promissory note during the six months ended March 31, 2018. The increase in current liabilities is due to transfer agent, filing and accounting fees incurred for the six-month period ending March 31, 2018.

Cash Flows

 

   Six Months Ended March 31,
   2018  2017
Net income (loss)  $(17,018)  $(12,350)
Net cash provided (used) in operating activities   (21,549)   (209)
Net cash used in investing activities   —      —   
Net cash provided by financing activities   23,000    20,000 
Increase (decrease) in cash  $1,451   $(19,791)

 

As of March 31, 2018, our cash balance was $4,442. The Company does not expect its current cash and operating income to be sufficient to meet its financial needs for continuing operations over the next twelve months.

 

Net cash used in operations for the six months ended March 31, 2018 was $21,549 mainly due to the net loss incurred for the period as well as the payment of open invoices.

 

We need to raise additional operating capital on an immediate basis. Although the expenses of our operations have been significantly reduced due to the termination of the license agreement as outline in Note 3 of the financial statements, we need to still evaluate raising additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from individuals. There can be no assurance that such a plan will be successful.

 

As of the date of this filing, we do not have enough sufficient cash on hand to cover our operating expenses through the next quarter. In the absence of any ongoing commercial operations, we need enough cash to pay certain outside professionals to maintain our compliance under the Securities Act of 1934. Management anticipates that it will require an additional $30,000 over the next twelve months to cover such costs.

 

Going Concern

The condensed consolidated financial statements contained in this report have been prepared assuming that the Company will continue as a going concern. The Company has cumulative net losses through March 31, 2018 of $5,073,105, as well as negative cash flows of $21,549 from operating activities. The Company's cash and cash equivalents balance as of March 31, 2018 is $4,442. These factors raise substantial doubt about the Company's ability to continue as a going concern.

While we will actively seek to identify sources of liquidity, there are no assurances that such additional sources of liquidity can be obtained on terms acceptable to us on a commercially reasonable basis, or at all. These factors raise substantial doubt about our ability to continue as a going concern. Furthermore, our “going concern” and lack of commercial operations may make it more difficult for us to raise funds.

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The consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability. If the Company raises additional funds through the issuance of equity, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its future plans for developing its business and achieving commercial revenues. If the Company is unable to obtain the necessary capital, the Company may have to cease operations.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Effects of Inflation

 

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

 

Critical Accounting Policies and Estimates

 

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the six months ended March 31, 2018.

 

Newly Issued Accounting Pronouncements

 

See Note 1 to our financial statements included herein for the six months ended March 31, 2018 for a discussion of Recently Issued Accounting Pronouncements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. At the end of the quarter ended March 31, 2018, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  

 

We 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; however, 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.

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Based on this evaluation, we determined that as of March 31, 2018, 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.

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended March 31, 2018 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company knows of no material pending legal proceedings to which the Company or its Subsidiaries are a party or of which any of its properties, or the properties of its Subsidiaries, are the subject. In addition, the Company does not know of any such proceedings contemplated by any governmental authorities.

 

The Company knows of no material proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to the Company or its Subsidiaries or has a material interest adverse to the Company or its Subsidiaries.

 

Item 1A. Risk Factors

 

An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of the Annual Report on Form 10-K for the year ended September 30, 2017 that was filed on January 12, 2018, in addition to other information contained in those reports and in this quarterly report in evaluating the Company and its business before purchasing shares of its common stock. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.

 

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

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Item 6. Exhibits

 

Exhibit  
Number Description
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1 Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)
2.2 Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)
2.1 Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)
2.2 Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)
2.1 Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)
2.2 Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)
(3) (i) Articles of Incorporation; and (ii) Bylaws
3.1 Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
3.1.2 Certificate of Amendment to Articles of Incorporation (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)
3.1.3 Certificate of Change (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)
3.2 Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1 Specimen Common Stock Certificate (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
4.1 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)
(10) Material Contracts
10.1 Convertible Promissory Note dated March 21, 2017 with Trius Holdings Limited (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on March 31, 2016.)
10.2 Convertible Promissory Note dated March 30, 2017 with Sukh Athwal (incorporated by reference to our Registrant’s Quarterly Report on Form 10-Q filed on March 31, 2016.)
10.3* Convertible Promissory Note dated January 10, 2018 with Mediapark Investments Limited
10.4* Convertible Promissory Note dated @@ @@, 2018 with Sukh Athwal
10.5* First Amendment to Convertible Promissory Note dated May 7, 2018 with Sukh Athwal
10.6* First Amendment to Convertible Promissory Note dated May 7, 2018 with Trius Holdings Limited
(31) Rule 13a-14(a)/15d-14(a) Certification
31.1* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32) Section 1350 Certification
32.1* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(101)* Interactive Data Files
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE 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.
18

SIGNATURES

 

Pursuant to the requirements 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, INC.

 

By:  /s/ Neil Reithinger  
Neil Reithinger  
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)  
Date:  May 14, 2018  
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