Retrieve Medical (RMHI) 10-Q 15 Feb 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2017	Feb. 15, 2018
Document and Entity Information:
Entity Registrant Name	PEAK PHARMACEUTICALS, INC.
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,452,804
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		78,363,562
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Trading Symbol	pkph

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Current Assets
Cash	$ 2,836	$ 2,991
Total Assets	2,836	2,991
Liabilities
Accounts payable	169,946	163,075
Accrued liabilities	8,204	7,601
Convertible notes payable	25,000	25,000
Total Liabilities	203,150	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 December 31, 2017 and September 30, 2017	7,836	7,836
Additional paid in capital	4,855,566	4,855,566
Accumulated deficit	(5,063,716)	(5,056,087)
Total Stockholders’ Deficit	(200,314)	(192,685)
Total Liabilities and Stockholders’ Deficit	$ 2,836	$ 2,991

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2017	Sep. 30, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .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	$ .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

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating expenses:
General and administrative	$ 7,025	$ 1,883
Interest expense	604
Total expenses	7,629	1,883
Net loss	$ (7,629)	$ (1,883)
Per share information:
Basic weighted average shares outstanding	78,363,562	78,363,562
Diluted weighted average shares outstanding	78,363,562	78,363,562
Net loss per share - basic and diluted	$ 0	$ 0

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (7,629)	$ (1,883)
Change in operating assets and liabilities:
Accounts payable and accrued liabilities	6,871	1,757
Accrued liabilities	603
Net cash used in operating activities	(155)	(126)
Net change in cash	(155)	(126)
Cash, beginning of period	2,991
Cash, end of period	2,836	1,179
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for income taxes

1. NATURE OF OPERATIONS, BASIS

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 a material impact on our Consolidated Financial Statements. In March 2016, the FASB issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. 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.

2. GOING CONCERN AND MANAGEMENT

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	3 Months Ended
	Dec. 31, 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 $5,063,716 and a working capital deficiency of $200,314. During the quarters ended December 31, 2017 and 2016, the Company used cash in operating activities of $155 and $126, 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	3 Months Ended
	Dec. 31, 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 accounts payable at December 31, 2017 are amounts totaling $47,877 (September 30, 2016 $47,877) owed to related parties.

4. CONVERTIBLE NOTES PAYABLE

4. CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
4. CONVERTIBLE NOTES PAYABLE	NOTE 4 – CONVERTIBLE NOTES PAYABLE LoanwithTriusHoldingsLimited On March 17, 2017, the Companyentered 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. LoanwithIndividual On March 30, 2017, the Companyentered into an agreement with an individual. Pursuant to the terms of the agreement, the individualacquired 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. Total accrued interest on the above notes was $1,844 as of December 31, 2017 (September 30, 2017 $1,240) and is reflected in accrued liabilities on the accompanying balance sheet. 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.

5. STOCKHOLDERS_ EQUITY

5. STOCKHOLDERS’ EQUITY	3 Months Ended
	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 5 – STOCKHOLDERS’ EQUITY We had no preferred or common stock transactions during the three-period ended December 31, 2017 and 2016

6. OPTIONS

6. OPTIONS	3 Months Ended
	Dec. 31, 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 quarters ended December 31, 2017 and 2016. The following is a summary of outstanding stock options issued to employees and directors as of December 31, 2017: Number of Options Exercise Price per Share Average Remaining Term in Years Outstanding September 30, 2017 and December 31, 2017 2,916,000 $0.0067 6.20 Exercisable 2,916,000 $0.0067 6.20 The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of December 31, 2017: Number of Options Exercise Price per Share Average Remaining Term in Years Outstanding September 30, 2017 and December 31, 2017 375,000 $0.0067 5.79 Exercisable 375,000 $0.0067 5.79 There was noequity-based compensation for the three months ended December 31, 2017 and 2016.

7. SUBSEQUENT EVENTS

7. SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7- SUBSEQUENT EVENT On January 11, 2018, we received a promissory note from Mediapark Investments Limited in the amount of $23,000. The note is due and payable in full on July 9, 2018 and it accrues interest at a rate of 12% per annum.

1. NATURE OF OPERATIONS, BASI13

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Dec. 31, 2017
Policy Text Block [Abstract]
Basis of Presentation	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	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 a material impact on our Consolidated Financial Statements. In March 2016, the FASB issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. 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)	3 Months Ended
	Dec. 31, 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 December 31, 2017: Number of Options Exercise Price per Share Average Remaining Term in Years Outstanding September 30, 2017 and December 31, 2017 375,000 $0.0067 5.79 Exercisable 375,000 $0.0067 5.79
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 December 31, 2017: Number of Options Exercise Price per Share Average Remaining Term in Years Outstanding September 30, 2017 and December 31, 2017 2,916,000 $0.0067 6.20 Exercisable 2,916,000 $0.0067 6.20

2. GOING CONCERN AND MANAGEME15

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2017
Going Concern And Managements Liquidity Plans Details Narrative
Accumulated deficit	$ (5,063,716)		$ (5,056,087)
Working capital deficiency	200,314
Used cash in operating activities	$ 155	$ 126

4. CONVERTIBLE NOTES PAYABLE (D

4. CONVERTIBLE NOTES PAYABLE (Detail Narrative)	3 Months Ended
	Dec. 31, 2017USD ($)
Debt Disclosure [Abstract]
Accured interest	$ 1,844

6. OPTIONS (Details)

6. OPTIONS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2016
Non-Employee
Number of options outstanding, beginning		375,000	375,000
Number of options issued	0		0
Number of options cancelled	0		0
Number of options outstanding, ending		375,000	375,000
Number of options exercisable		375,000
Exercise price per share outstanding, beginning		$ 0.0067	$ .0067
Exercise price per share outstanding, ending		0.0067	$ 0.0067
Exercise price per share exercisable		$ 0.0067
Average remaining terms in years exercisable	6 years 2 months 13 days
Aggregate intrinsic value at date of grant outstanding, beginning		$ 0	$ 0
Aggregate intrinsic value at date of grant issued	$ 0		$ 0
Aggregate intrinsic value at date of grant cancelled	$ 0		$ 0
Aggregate intrinsic value at date of grant outstanding, ending		0	$ 0
Aggregate intrinsic value at date of grant exercisable		$ 0
Employee
Number of options outstanding, beginning		2,916,000	7,416,000
Number of options issued	0		0
Number of options cancelled	0		(4,500,000)
Number of options outstanding, ending		2,916,000	2,916,000
Number of options exercisable		2,916,000
Exercise price per share outstanding, beginning			$ 0.20
Exercise price per share outstanding, ending		$ .0067
Exercise price per share exercisable		$ 0.0067
Average remaining terms in years outstanding, ending	5 years 9 months 6 days
Average remaining terms in years exercisable	5 years 9 months 6 days
Aggregate intrinsic value at date of grant outstanding, beginning		$ 0	$ 0
Aggregate intrinsic value at date of grant issued	$ 0		$ 0
Aggregate intrinsic value at date of grant cancelled	$ 0		$ 0
Aggregate intrinsic value at date of grant outstanding, ending		0	$ 0
Aggregate intrinsic value at date of grant exercisable		$ 0
Employee | Maximum
Exercise price per share outstanding, beginning		$ 0.0067	$ .20
Exercise price per share outstanding, ending			0.20
Employee | Minimum
Exercise price per share outstanding, beginning			.0067
Exercise price per share outstanding, ending			$ 0.0067