Retrieve Medical (RMHI) 10-K 12 Jan 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Sep. 30, 2017	Jan. 12, 2018
Document and Entity Information:
Entity Registrant Name	PEAK PHARMACEUTICALS, INC.
Document Type	10-K
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Entity Central Index Key	1,452,804
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		78,363,567
Entity Public Float		$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Trading Symbol	pkph

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Current Assets
Cash	$ 2,991	$ 1,304
Total current assets	2,991	1,304
Total Assets	2,991	1,304
Liabilities
Accounts payable	163,075	82,526
Account payable - related parties		47,877
Convertible notes payable	25,000
Accrued liabilities	7,601	12,359
Total current liabilities	195,676	142,762
Total Liabilities	195,676	142,762
Stockholders’ Deficit
Preferred stock, $.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 September 30, 2017 and September 30, 2016	7,836	7,836
Additional paid in capital	4,855,566	4,855,566
Accumulated deficit	(5,056,087)	(5,004,860)
Total Stockholders’ Deficit	(192,685)	(141,458)
Total Liabilities and Stockholders’ Deficit	$ 2,991	$ 1,304

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Sep. 30, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	325,000,000	325,000,000
Common stock, shares issued	78,363,562	78,363,562
Common stock, shares outstanding	78,363,562	78,363,562

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Operating expenses:
General and administrative	$ 44,987	$ 189,928
Depreciation and amortization		18,974
Stock based compensation	0	(1,296,431)
Total operating expenses	44,987	(1,087,529)
Operating income (loss)	(44,987)	1,087,529
Other income expenses
Interest expense	(1,239)
Change in fair value of convertible debt	(5,000)
Total other expenses	(6,239)
Income (loss) from continuing operations	(51,227)	1,087,529
Income from operations of discontinued Canna-Pet component (Including gain on disposal of $80,903 for the year ended September 30, 2016)		74,706
Net income (loss)	$ (51,227)	$ 1,162,235
Per share information:
Weighted average shares outstanding	78,363,562	78,363,562
Diluted weighted average shares outstanding	78,363,562	80,919,572
Continuing operations:
Net income (loss) per share - basic and diluted	$ 0	$ 0.01
Discontinued operations:
Net income (loss) per share - basic and diluted	$ 0	$ 0

CONSOLIDATED STATEMENTS OF OPE5

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	12 Months Ended
	Sep. 30, 2016USD ($)
Income Statement [Abstract]
Gain on disposal	$ 80,903

CONSOLIDATED STATEMENT OFf STOC

CONSOLIDATED STATEMENT OFf STOCKHOLDERS DEFICIT - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Sep. 30, 2015	$ 7,836	$ 6,151,997	$ (6,167,095)	$ (7,262)
Beginning Balance, Shares at Sep. 30, 2015	78,363,562
Equity based compensation, net of forfeitures		(1,296,431)
Net income			1,162,235	1,162,235
Ending Balance, Amount at Sep. 01, 2016	$ 7,836	(4,855,566)	5,004,860	141,458
Ending Balance, Shares at Sep. 01, 2016	(78,363,562)
Beginning Balance, Amount at Sep. 30, 2016				(141,458)
Net income			(51,227)
Ending Balance, Amount at Sep. 01, 2017	$ 7,836	$ (4,855,566)	$ 5,056,087
Ending Balance, Shares at Sep. 01, 2017	(78,363,562)
Beginning Balance, Amount at Sep. 30, 2016				(141,458)
Net income				(51,227)
Ending Balance, Amount at Sep. 30, 2017				$ (192,685)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income (loss)	$ (51,227)	$ 1,162,235
Adjustment to reconcile net loss to net cash used in operating activities:
Stock based compensation	0	(1,296,431)
Depreciation and amortization		18,974
Change in fair value of convertible debt	5,000
Other		607
Change in operating assets and liabilities:
Prepaids		7,250
Deposits		2,500
Accounts payable and accrued liabilities	80,549	(14,504)
Accounts payable - related parties	(47,877)	47,877
Accured interest	(4,759)
Disposal of discontinued operations		(128,860)
Net cash used in operating activities	(18,314)	(200,352)
Cash flows from financing activities:
Proceeds from issuance of convertible notes payable	20,000
Net cash provided by financing activities	20,000
Net change in cash	1,686	(200,352)
Cash, beginning of period	1,304
Cash, end of period	2,990	1,304
Supplemental disclosure of cash flow information
Cash paid for interest		2,250
Cash paid for income taxes

2. GOING CONCERN AND MANAGEMENT

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	12 Months Ended
	Sep. 30, 2017
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	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. 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.

3. RELATED PARTY TRANSACTIONS

3. RELATED PARTY TRANSACTIONS	12 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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 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.

4. CONVERTIBLE NOTES PAYABLE

4. CONVERTIBLE NOTES PAYABLE	12 Months Ended
	Sep. 30, 2017
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	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 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. The Company recorded a loss of $5,000 based on the change in fair value.

5. STOCKHOLDERS_ EQUITY

5. STOCKHOLDERS’ EQUITY	12 Months Ended
	Sep. 30, 2017
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 5 – STOCKHOLDERS’ EQUITY The Company had no preferred or common stock transactions during the years ended September 30, 2017 and 2016

6. OPTIONS

6. OPTIONS	12 Months Ended
	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
OPTIONS	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: Number of Options Exercise Price per Share Average Remaining Term in Years Aggregate Intrinsic Value at Date of Grant Outstanding October 1, 2015 7,416,000 $ 0.0067 - $0.20 — Issued — — Cancelled (4,500,000 ) — Outstanding September 30, 2016 and September 30, 2017 2,916,000 $ 0.0067 6.45 — Exercisable 2,916,000 $ 0.0067 6.45 — The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2017: Number of Options Exercise Price per Share Average Remaining Term in Years Aggregate Intrinsic Value at Date of Grant Outstanding September 30, 2017 and 2016 375,000 $ 0.0067 6.04 — Exercisable 375,000 $ 0.0067 6.04 — Total equity based compensation for the years ended September 30, 2017 and 2016 was $nil and ($1,296,431), respectively.

8. INTANGIBLE ASSETS

8. INTANGIBLE ASSETS	12 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	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.

9. COMMITMENTS AND CONTINGENCIE

9. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9– COMMITMENTS AND CONTINGENCIES We have no commitments or contingencies as of September 30, 2017 and 2016.

10. DEFERRED INCOME TAX

10. DEFERRED INCOME TAX	12 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
DEFERRED INCOME TAX	NOTE 10 – DEFERRED INCOME TAX Deferred income tax provision for the years ended September 30, 2017and 2016 is summarized below: 2017 2016 Federal $ (17,400 ) $ (64,500 ) State (1,600 ) (5,900 ) Total deferred (19,000 ) (70,400 ) Increase in valuation allowance 19,000 70,400 $ — $ — 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: 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: 2017 2016 Income tax provision – federal rate 34.0 % 34.0 % State income taxes, net of federal benefit 3.1 % 3.1 % Effect of net operating loss (37.1% ) (37.1% ) — — 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 $16,800. As of September 30, 2017, we have a net operating loss carry forwards of approximately $1,081,300(2016: $1,030,100). The loss will be available to offset future taxable income. If not used, thesecarry 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. Our policy 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.

11. RECLASSIFICATION OF COMPARA

11. RECLASSIFICATION OF COMPARATIVE FIGURES	12 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
11. RECLASSIFICATION OF COMPARATIVE FIGURES	NOTE 11 – RECLASSIFICATION OF COMPARATIVE FIGURES 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.

1. NATURE OF OPERATIONS, BASIS

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Sep. 30, 2017
Policy Text Block [Abstract]
Basis of Presentation	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	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	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. 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	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	Fair Value Measurements Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements and Disclosures 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 inputs. 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	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	Loss Per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share
Cash and Cash Equivalents	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	Income Taxes Income taxes are provided based upon the liability method of accounting pursuant to the ASC Topic 740 Income Taxes
Equity Based Payments	Equity Based Payments Equity based payments are accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation ASC Topic 505, Equity-Based payments to Non-Employees.
Intangible Asset	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 expense. Amortization expense charged to operations for the twelve-month period ended September 30, 2017 and 2016, was $nil and $18,974, respectively.
Recent Pronouncements	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. 2016-02, Leases In March 2016, the FASB issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The Company is currently evaluating the impact of adopting this guidance. In April 2016, the FASB issued ASU 2016 – 10 “Revenue from Contract with Customers: identifying Performance Obligations and Licensing”. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash 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.

6. OPTIONS (Tables)

6. OPTIONS (Tables)	12 Months Ended
	Sep. 30, 2017
Non-Employee
Schedule of share-based compensation, stock options, activity	The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2017: Number of Options Exercise Price per Share Average Remaining Term in Years Aggregate Intrinsic Value at Date of Grant Outstanding September 30, 2017 and 2016 375,000 $ 0.0067 6.04 — Exercisable 375,000 $ 0.0067 6.04 —
Employee
Schedule of share-based compensation, stock options, activity	The following is a summary of outstanding stock options issued to employees and directors as of September 30, 2017: Number of Options Exercise Price per Share Average Remaining Term in Years Aggregate Intrinsic Value at Date of Grant Outstanding October 1, 2015 7,416,000 $ 0.0067 - $0.20 — Issued — — Cancelled (4,500,000 ) — Outstanding September 30, 2016 and September 30, 2017 2,916,000 $ 0.0067 6.45 — Exercisable 2,916,000 $ 0.0067 6.45 —

7. DISCONTINUED OPERATIONS (Tab

7. DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Sep. 30, 2017
Discontinued Operations and Disposal Groups [Abstract]
Summary of the net liabilities sold	The following is a summary of the net assets sold as initially determined at October 15, 2015: October 15, 2015 Inventory $ 41,705 Deposits 8,678 Total assets $ 50,383 Accounts payable 124,396 Royalties payable 39,506 Accrued liabilities 15,341 Total liabilities 179,243 Net assets sold $ 128,860
Income from discontinued operations	The income from discontinued operations presented in the statements of operations consists of the following for the years ended September 30, 2016: 2016 Revenues $ — Cost of goods sold — General and administrative expenses, including depreciation and amortization (6,197 ) Depreciation — Interest expense — Gain on disposal of discontinued operations 80,903 Income from discontinued operations $ 74,706

10. DEFERRED INCOME TAX (Tables

10. DEFERRED INCOME TAX (Tables)	12 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Income tax provision	Deferred income tax provision for the years ended September 30, 2017 and 2016 is summarized below: 2017 2016 Federal $ (17,400 ) $ (64,500 ) State (1,600 ) (5,900 ) Total deferred (19,000 ) (70,400 ) Increase in valuation allowance 19,000 70,400 $ — $ —
Income tax reconciliation	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: 2017 2016 Income tax provision – federal rate 34.0 % 34.0 % State income taxes, net of federal benefit 3.1 % 3.1 % Effect of net operating loss (37.1% ) (37.1% ) — —

1. NATURE OF OPERATIONS, BASI21

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Amortization of website	$ 0	$ 18,974
Cash and cash equivalents	$ 0

2. GOING CONCERN AND MANAGEME22

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Going Concern And Managements Liquidity Plans Details Narrative
Accumulated deficit	$ (5,056,087)	$ (5,004,860)
Working captial deficiency	192,685
Cash usedin operating activities	$ (18,314)	$ (200,352)

3. RELATED PARTY TRANSACTIONS (

3. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Related Party Transactions [Abstract]
General and Administrative Expense	$ 23,680	$ 24,000
Consulting Fees		24,000
Directors' Fees		48,355
Salaries to be paid to Officers and Directors	$ 24,478	$ 1,726

4. CONVERTIBLE NOTES PAYABLE (D

4. CONVERTIBLE NOTES PAYABLE (Details Narrative)	12 Months Ended
	Sep. 30, 2017USD ($)
Convertible Notes Payable [Abstract]
Accrued interest	$ 1,240

6. OPTIONS (Details)

6. OPTIONS (Details) - $ / shares	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Non-Employee
Number of options outstanding, beginning	375,000
Number of options issued		0
Number of options cancelled		0
Number of options outstanding, ending		375,000
Exercise price per share outstanding, beginning	$ 0.0067
Exercise price per share outstanding, ending		$ 0.0067
Exercise price per share outstanding, ending	$ 375,000
Average remaining terms in years outstanding, ending		6 years 1 month 20 days
Employee
Number of options outstanding, beginning	7,416,000
Number of options issued		0
Number of options cancelled		(4,500,000)
Number of options outstanding, ending		7,416,000
Exercise price per share outstanding, beginning	$ 0.0067
Exercise price per share outstanding, beginning	2,916,000
Exercise price per share outstanding, ending		$ 0.0067
Exercise price per share outstanding, ending	2,916,000
Average remaining terms in years outstanding, ending		6 years 5 months 12 days
Average remaining terms in years exercisable		6 years 5 months 12 days
Employee | Minimum
Exercise price per share outstanding, beginning	0.0067	$ 0.0067
Employee | Maximum
Exercise price per share outstanding, beginning	$ 0.20	$ 0.20

6. OPTIONS (Details Narrative)

6. OPTIONS (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Equity based compensation	$ 0	$ (1,296,431)
Officers holding options resigned	4,500,000

7. DISCONTINUED OPERATIONS (Det

7. DISCONTINUED OPERATIONS (Details)	Sep. 30, 2015USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Inventory	$ 41,705
Deposits	8,678
Total assets	50,383
Accounts payable	124,396
Royalties payable	39,506
Accrued liabilities	15,341
Total liabilities	179,243
Net liabilities sold	$ 128,860

7. DISCONTINUED OPERATIONS (D28

7. DISCONTINUED OPERATIONS (Details 1)	12 Months Ended
	Sep. 30, 2016USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Revenue	$ 0
Costs of goods sold	0
General and administrative expenses, including depreciation and amortization	(6,197)
Depreciation	0
Interest expense	0
Gain on disposal of discontinued operations	80,903
Income from discontinued operations	$ 74,706

8. INTANGIBLE ASSETS (Details N

8. INTANGIBLE ASSETS (Details Narrative) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Website costs	$ 35,000	$ 35,000
Accumulated amortization	$ 35,000	$ 35,000

9. COMMITMENTS AND CONTINGENC30

9. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	$ 0	$ 0

10. DEFERRED INCOME TAX (Detail

10. DEFERRED INCOME TAX (Details) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Deferred Income Tax Details
Federal	$ (17,400)	$ (64,500)
State	(1,600)	(5,900)
Total Deferred	(19,000)	(70,400)
Increase in valuation allowance	19,000	70,400
Total expense (benefit) for income taxes

10. DEFERRED INCOME TAX (Deta32

10. DEFERRED INCOME TAX (Details 1)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Deferred Income Tax Details 1
Income tax provision - federal rate	3400.00%	3400.00%
State income taxes, net of federal benefit	310.00%	310.00%
Effect of net operating loss	(3710.00%)	(3710.00%)
Effective income tax rate

10. DEFERRED INCOME TAX (Deta33

10. DEFERRED INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Net deferred income tax assets	$ 382,200	$ 401,200
Change in valuation allowance	16,800
Net operating loss carry forwards	1,030,100	1,081,300
Interest and penalties associated with tax positions	$ 0	$ 0