Retrieve Medical (RMHI) 10-K 13 Sep 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 12, 2017
Document and Entity Information:
Entity Registrant Name	PEAK PHARMACEUTICALS, INC.
Document Type	10-K
Document Period End Date	Sep. 30, 2016
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	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Trading Symbol	pkph

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2016	Sep. 30, 2015
Current Assets
Cash	$ 1,304	$ 201,656
Prepaid expenses	0	7,250
Assets of discontinued operations held for sale	0	50,383
Total current assets	1,304	259,289
Fixed assets, net of depreciation	0	1,336
Intangible assets, net of amortization	0	18,245
Deposit	0	2,500
Total Assets	1,304	281,370
Liabilities
Accounts payable	82,526	43,238
Account payable - related parties	47,877	27,000
Accrued liabilities	12,359	39,151
Liabilities of discontinued operations held for sale	0	179,243
Total current liabilities	142,762	288,632
Total Liabilities	142,762	288,632
Stockholders’ Deficit
Preferred stock, $.00001 par value, 25,000,000 authorized, none issued or outstanding	0	0
Common stock, $0.0001 par value, 325,000,000 shares authorized, 78,363,562 shares issued and outstanding, as of September 30, 2016 and 2015	7,836	7,836
Additional paid in capital	4,855,566	6,151,997
Accumulated deficit	(5,004,860)	(6,167,095)
Total Stockholders’ Deficit	(141,458)	(7,262)
Total Liabilities and Stockholders’ Deficit	$ 1,304	$ 281,370

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2016	Sep. 30, 2015
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 ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating expenses (recovery):
General and administrative	$ 189,928	$ 462,688
Amortization	18,974	11,893
Equity based compensation	(1,296,431)	1,864,297
Total operating expenses (recovery)	(1,087,529)	2,338,878
Operating income (loss)	1,087,529	(2,338,878)
Other expenses
Interest	0	(2,202)
Total other expenses	0	(2,202)
Loss from continuing operations	1,087,529	(2,341,080)
Income from operations of discontinued Canna-Pet component (including gain on disposal of $80,903 for the year ended September, 30, 2016)	74,706	33,040
Net and comprehensive income (loss)	$ 1,162,235	$ (2,308,040)
Per share information - basic and fully diluted:
Basic weighted average shares outstanding	78,363,562	78,276,605
Diluted weighted average shares outstanding	80,919,572	78,276,605
Continuing operations:
Net income (loss) per share - basic and diluted	$ 0.01	$ (0.03)
Discontinued operations:
Net income (loss) per share - basic and diluted	$ 0	$ 0

CONDENSED CONSOLIDATED STATEME5

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

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ 1,162,235	$ (2,308,040)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	729	850
Amortization of Website	18,245	11,894
Shares issued for services to non-employee	0	36,000
Equity based compensation	(1,296,431)	1,864,297
Other	607	0
Changes in operating assets and liabilities:
Prepaid expenses	7,250	(412)
Deposits	2,500	0
Assets of discontinued operations held for sale	50,383	(50,383)
Liabilities of discontinued operations held for sale	(179,243)	179,243
Accounts payable and accrued liabilities	(14,504)	38,855
Accounts payable - related parties	47,877	16,107
Net cash used in operating activities	(200,352)	(247,589)
Cash flows from investing activities
Purchase of equipment	0	(2,186)
Net cash provided by investing activities	0	(2,186)
Net change in cash	(200,352)	(249,775)
Cash, beginning of period	201,656	451,431
Cash, end of period	1,304	201,656
Supplemental disclosure of cash flow information
Cash paid for interest	2,250	2,250
Cash paid for income taxes	$ 0	$ 0

1. NATURE OF OPERATIONS

1. NATURE OF OPERATIONS	12 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	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.

2. BASIS OF PRESENTATION AND SU

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Sep. 30, 2016
Basis Of Presentation And Summary Of Significant Accounting Policies
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of Consolidation The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiary Peak BioPharma Corp. All inter-company balances and transactions among the companies have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. 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. Revenue Recognition and Cost of Sales We recognize revenue from products sold when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable and collection is reasonably assured. Revenue represents the sale of products and related shipping fees. Revenue is included in income from operations of BioPharma’s discontinued CannaPet component, Cost of sales includes the cost of products sold and shipping costs attributable to the revenue. Cost of sales is included in income from operations of BioPharma’s discontinued CannaPet component. 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, 2016, the Company does not have any cash equivalents. Inventory Inventory, which is included in assets of discontinued operations held for sale, is stated at the lower of cost or market on a first in first out basis. Equipment Equipment consists of computer equipment and is recorded at cost less accumulated depreciation. The Company’s equipment is amortized on a straight-line basis over its estimated life. Net Loss Per Share of Common Stock The Company follows ASC Topic 260 Earnings per Share 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 are accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation ASC Topic 505, EquityBased payments to NonEmployees. 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 receivable, and accounts payable. The estimated fair value of these financial instruments approximate 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. 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 is fully impaired as it is 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, 2016 and 2015, was $18,245 and $11,894, respectively. 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 twelve months ended September 30, 2016, we charged $18,245 to amortization expense for the impairment of our website. 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. The FASB issued Accounting Standards Update (“ASU”) 2014-15 Presentation of Financial Statements Going Concern (Sub Topic 205-40) issued August 27, 2014 defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern. The additional disclosure requirement is effective after December 15, 2016 and will be evaluated as to impact and implemented accordingly. In addition, the FASB issued ASU No. 2014-09 (Revenue from Contracts with Customers), which is effective for annual reporting periods beginning after December 15, 2016. We have not yet assessed the impact, if any, of adopting this standard.

3. GOING CONCERN AND MANAGEMENT

3. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	12 Months Ended
	Sep. 30, 2016
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	As of September 30, 2016, and 2015, the Company had an accumulated deficit of $5,004,860 and $6,167,095 respectively. The Company has a working capital deficiency of $141,458. During the years ended September 30, 2016 and 2015, the Company used cash in operating activities of $200,352 and $247,589, 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.

4. DISCONTINUED OPERATIONS

4. DISCONTINUED OPERATIONS	12 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	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 and Equipment: 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, 2016. • 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. The following is a summary of the net assets sold as initially determined at Septembers 30, 2015: September 30, 2015 Inventory $ 41,705 Prepaid expenses — 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 The income from discontinued operations presented in the statements of operations consists of the following for the twelve-month periods ended September 30, 2016 and 2015, respectively: 2016 2015 Revenues $ — $ 1,039,393 Cost of goods sold — (305,295 ) General and administrative expenses, including (6,197 ) (700,106 ) Depreciation — (850 ) Interest expense — (48 ) Gain on disposal of discontinued operations 80,903 — Income from discontinued operations $ 74,706 $ 33,040

5. INTANGIBLE ASSETS

5. INTANGIBLE ASSETS	12 Months Ended
	Sep. 30, 2016
Intangible Assets, Net (Including Goodwill) [Abstract]
INTANGIBLE ASSETS	Intangible assets at September 30, 2016 and September 30, 2015, consist of website costs of $35,000, less accumulated amortization of $35,000 and $16,755, respectively. The website costs have been fully amortized.

6. RELATED PARTY TRANSACTIONS

6. RELATED PARTY TRANSACTIONS	12 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
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, 2016 and September 30, 2015 are $24,000 and $94,647 of consulting fees, $24,000 and $0 of Directors’ fees, and $46,355 and $187,409 of salaries to paid to officers and directors of the Company, respectively.

7. COMMITMENTS AND CONTINGENCIE

7. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	We have no commitments or contingencies as of September 30, 2016. Commitments that existed at September 30, 2015 ceased to exist during the year ended September 30, 2016.

8. COMMON STOCK

8. COMMON STOCK	12 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
COMMON STOCK	We had no preferred or common stock transactions during the year ended September 30, 2016. On December 22, 2014, pursuant to a Placement Agent Agreement, we issued 200,000 restricted shares of our common stock. The shares were valued at $36,000, $0.18 per share, the trading value, and charged to stock based compensation.

9. OPTIONS

9. OPTIONS	12 Months Ended
	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
OPTIONS	No stock options were granted during the years ended September 30, 2016 and 2015. 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, 2016: Number Exercise Price per Average Aggregate Outstanding October 1, 2014 7,416,000 $0.0067 - $0.20 — Issued — — Cancelled — — Outstanding September 30, 2015 7,416,000 $0.0067 - $0.20 — Issued — — Cancelled (4,500,000 ) — Outstanding September 30, 2016 2,916,000 $ 0.0067 7.45 — Exercisable 2,916,000 $ 0.0067 7.45 — The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2016: Number Exercise Price per Average Aggregate Outstanding October 1, 2014 375,000 $ 0.0067 — Issued — — Cancelled — — Outstanding September 30, 2015 375,000 $ 0.0067 — Issued — — Cancelled — — Outstanding September 30, 2016 375,000 — Exercisable 375,000 $ 0.0067 7.22 — Total equity based compensation for the twelve months ended September 30, 2016 and 2015 was ($1,296,431) and $1,864,297, respectively.

10. DEFERRED INCOME TAX

10. DEFERRED INCOME TAX	12 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
INCOME TAX	Deferred income tax provision for the years ended September 30, 2016 and 2015 is summarized below: 2016 2015 Federal $ (64,500 ) $ (155,900 ) State (5,900 ) (14,200 ) Total deferred (70,400 ) (170,100 ) Increase in valuation allowance 70,400 170,100 $ — $ — 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: 2016 2015 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, 2016 and 2015 were $382,200 and $311,800, 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, 2016 and 2015, respectively, is necessary to reduce the deferred tax assets to the amount that more likely than not be realized. The change in valuation allowance for the current year is $70,400. As of September 30, 2016, we have a net operating loss carry forward of approximately $1,030,100 (2015: $840,500). The loss will be available to offset future taxable income. If not used, this carry forward will expire in 2036. 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 year ended September 30, 2016 and 2015 we did not have any interest and penalties associated with tax positions. As of September 30, 2016 we did not have any significant unrecognized uncertain tax positions.

11. RECLASSIFICATION OF COMPARA

11. RECLASSIFICATION OF COMPARATIVE FIGURES	12 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
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.

2. BASIS OF PRESENTATION AND 18

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Sep. 30, 2016
Policy Text Block [Abstract]
Basis of Presentation	The accompanying audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis of Consolidation	The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiary Peak BioPharma Corp. All inter-company balances and transactions among the companies have been eliminated upon consolidation.
Use of Estimates	The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. 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.
Revenue Recognition and Cost of Sales	We recognize revenue from products sold when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable and collection is reasonably assured. Revenue represents the sale of products and related shipping fees. Revenue is included in income from operations of BioPharma’s discontinued CannaPet component, Cost of sales includes the cost of products sold and shipping costs attributable to the revenue. Cost of sales is included in income from operations of BioPharma’s discontinued CannaPet component.
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, 2016, the Company does not have any cash equivalents.
Inventory	Inventory, which is included in assets of discontinued operations held for sale, is stated at the lower of cost or market on a first in first out basis.
Equipment	Equipment consists of computer equipment and is recorded at cost less accumulated depreciation. The Company’s equipment is amortized on a straight-line basis over its estimated life.
Net Loss Per Share of Common Stock	The Company follows ASC Topic 260 Earnings per Share
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 are accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation ASC Topic 505, EquityBased payments to NonEmployees.
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 receivable, and accounts payable. The estimated fair value of these financial instruments approximate 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.
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 is fully impaired as it is 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, 2016 and 2015, was $18,245 and $11,894, respectively.
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 twelve months ended September 30, 2016, we charged $18,245 to amortization expense for the impairment of our website.
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. The FASB issued Accounting Standards Update (“ASU”) 2014-15 Presentation of Financial Statements Going Concern (Sub Topic 205-40) issued August 27, 2014 defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern. The additional disclosure requirement is effective after December 15, 2016 and will be evaluated as to impact and implemented accordingly. In addition, the FASB issued ASU No. 2014-09 (Revenue from Contracts with Customers), which is effective for annual reporting periods beginning after December 15, 2016. We have not yet assessed the impact, if any, of adopting this standard.

4. DISCONTINUED OPERATIONS (Tab

4. DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Summary of the net liabilities sold	September 30, 2015 Inventory $ 41,705 Prepaid expenses — 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	2016 2015 Revenues $ — $ 1,039,393 Cost of goods sold — (305,295 ) General and administrative expenses, including (6,197 ) (700,106 ) Depreciation — (850 ) Interest expense — (48 ) Gain on disposal of discontinued operations 80,903 — Income from discontinued operations $ 74,706 $ 33,040

9. OPTIONS (Tables)

9. OPTIONS (Tables)	12 Months Ended
	Sep. 30, 2016
Employee
Schedule of share-based compensation, stock options, activity	Number Exercise Price per Average Aggregate Outstanding October 1, 2014 7,416,000 $0.0067 - $0.20 — Issued — — Cancelled — — Outstanding September 30, 2015 7,416,000 $0.0067 - $0.20 — Issued — — Cancelled (4,500,000 ) — Outstanding September 30, 2016 2,916,000 $ 0.0067 7.45 — Exercisable 2,916,000 $ 0.0067 7.45 —
Non-Employee
Schedule of share-based compensation, stock options, activity	Number Exercise Price per Average Aggregate Outstanding October 1, 2014 375,000 $ 0.0067 — Issued — — Cancelled — — Outstanding September 30, 2015 375,000 $ 0.0067 — Issued — — Cancelled — — Outstanding September 30, 2016 375,000 — Exercisable 375,000 $ 0.0067 7.22 —

10. DEFERRED INCOME TAX (Tables

10. DEFERRED INCOME TAX (Tables)	12 Months Ended
	Sep. 30, 2016
Deferred Income Tax Tables
Income tax provision	2016 2015 Federal $ (64,500 ) $ (155,900 ) State (5,900 ) (14,200 ) Total deferred (70,400 ) (170,100 ) Increase in valuation allowance 70,400 170,100 $ — $ —
Income tax reconciliation	2016 2015 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 %) — —

2. BASIS OF PRESENTATION AND 22

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Amortization of website	$ 18,245	$ 11,894

3. GOING CONCERN AND MANAGEME23

3. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($)	Sep. 30, 2016	Sep. 30, 2015
Going Concern And Managements Liquidity Plans Details Narrative
Accumulated deficit	$ (5,004,860)	$ (6,167,095)

4. DISCONTINUED OPERATIONS (Det

4. DISCONTINUED OPERATIONS (Details)	Sep. 30, 2015USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Inventory	$ 41,705
Prepaid expenses	0
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

4. DISCONTINUED OPERATIONS (D25

4. DISCONTINUED OPERATIONS (Details 1) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Revenue	$ 0	$ 1,039,393
Costs of goods sold	0	(305,295)
General and administrative expenses, including depreciation and amortization	(6,197)	(700,106)
Depreciation	0	(850)
Interest expense	0	(48)
Gain on disposal of discontinued operations	80,903	0
Income from discontinued operations	$ 74,706	$ 33,040

5. INTANGIBLE ASSETS (Details)

5. INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Intangible Assets, Net (Including Goodwill) [Abstract]
Website costs	$ 35,000	$ 35,000
Accumulated amortization	35,000	16,755
Amortization of website	$ 18,245	$ 11,894

9. OPTIONS (Details)

9. OPTIONS (Details) - $ / shares	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Employee
Number of options outstanding, beginning	7,416,000	7,416,000
Number of options issued	0	0
Number of options cancelled	(4,500,000)	0
Number of options outstanding, ending	2,916,000	7,416,000
Exercise price per share outstanding, ending	$ 0.0067
Exercise price per share exercisable	$ 0.0067
Average remaining terms in years outstanding, ending	7 years 5 months 12 days
Average remaining terms in years exercisable	7 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
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	$ 0.0067
Exercise price per share outstanding, ending	$ 0.0067	$ 0.0067
Average remaining terms in years outstanding, ending	7 years 2 months 19 days

9. OPTIONS (Details Narrative)

9. OPTIONS (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Equity based compensation	$ (1,296,431)	$ 1,864,297

10. DEFERRED INCOME TAX (Detail

10. DEFERRED INCOME TAX (Details) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Deferred Income Tax Details
Federal	$ (64,500)	$ (155,900)
State	(5,900)	(14,200)
Total Deferred	(70,400)	(170,100)
Increase in valuation allowance	70,400	170,100
Total expense (benefit) for income taxes	$ 0	$ 0

10. DEFERRED INCOME TAX (Deta30

10. DEFERRED INCOME TAX (Details 1)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Deferred Income Tax Details 1
Income tax provision - federal rate	34.00%	34.00%
State income taxes, net of federal benefit	3.10%	3.10%
Effect of net operating loss	(37.10%)	(37.10%)
Effective income tax rate	0.00%	0.00%