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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Peak Pharmaceuticals Inc (PK) | USOTC:PKPH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.55 | 1.56 | 2.59 | 0.00 | 01:00:00 |
Nevada
|
26-1973257
|
State
or other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation or organization
|
Identification
No.)
|
Title
of Each Class
|
Name of
each exchange on which registered
|
None
|
N/A
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
(Do not
check if a smaller reporting company)
|
Smaller
reporting company
☒
|
|
Page
|
PART I
|
|
ITEM 1.
BUSINESS
|
4
|
|
|
ITEM
1A. RISK FACTORS
|
7
|
|
|
ITEM
1B. UNRESOLVED STAFF COMMENTS
|
10
|
|
|
ITEM 2.
PROPERTIES
|
10
|
|
|
ITEM 3.
LEGAL PROCEEDINGS
|
10
|
|
|
ITEM 4.
MINE SAFETY DISCLOSURES
|
11
|
PART II
|
|
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
11
|
|
|
ITEM 6.
SELECTED FINANCIAL DATA
|
12
|
|
|
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
12
|
|
|
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
19
|
|
|
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
19
|
|
|
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
19
|
|
|
ITEM
9A. CONTROLS AND PROCEDURES
|
19
|
|
|
ITEM
9B. OTHER INFORMATION
|
20
|
PART III
|
|
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
21
|
|
|
ITEM
11. EXECUTIVE COMPENSATION
|
22
|
|
|
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
24
|
|
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
25
|
|
|
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
26
|
PART IV
|
|
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
28
|
|
|
SIGNATURES
|
29
|
|
October
15, 2015
|
September
30, 2015
|
Inventory
|
$
45,436
|
$
41,705
|
Prepaid
Expenses
|
8,821
|
-
|
Deposits
|
8,179
|
8,678
|
Total
assets
|
$
62,436
|
$
50,383
|
|
|
|
Accounts
payable
|
103,548
|
124,396
|
Royalties
payable
|
39,506
|
39,506
|
Accrued
liabilities
|
285
|
15,341
|
Total
liabilities
|
143,339
|
179,243
|
Net assets
sold
|
$
80,903
|
$
128,860
|
Quarter Ended
|
Bid High
|
Bid Low
|
September 30,
2016
|
$
0.210
|
$
0.017
|
June
30, 2016
|
$
0.340
|
$
0.060
|
March
31, 2016
|
$
0.100
|
$
0.050
|
December 31,
2015
|
$
0.215
|
$
0.055
|
September 30,
2015
|
$
0.300
|
$
0.110
|
June
30, 2015
|
$
0.280
|
$
0.110
|
March
31, 2015
|
$
0.750
|
$
0.110
|
December 31,
2014
|
$
0.700
|
$
0.140
|
|
Year
ended September 30,
|
|
|
2016
|
2015
|
|
|
|
General and
administrative
|
$
189,928
|
$
462,688
|
Depreciation and
amortization
|
18,974
|
11,893
|
Stock based
compensation
|
(1,296,431
)
|
1,864,297
|
Total operating
expenses
|
$
(1,087,529
)
|
$
2,338,878
|
|
Year
ended September 30,
|
|
|
2016
|
2015
|
Interest
Expense
|
$
-
|
$
2,202
|
|
|
|
Total operating
expenses
|
$
-
|
$
2,202
|
|
Year
ended September 30,
|
|
|
2016
|
2015
|
Current
Assets
|
$
1,304
|
$
261,789
|
Current
Liabilities
|
142,762
|
288,632
|
Working
capital
|
$
(141,458
)
|
$
(26,843
)
|
|
Twelve
Months Ended September 30,
|
|
|
2016
|
2015
|
Net cash used in
operating activities
|
$
(200,352
)
|
$
(247,589
)
|
Net cash provided
by (used in) investing activities
|
-
|
-
|
Net cash provided
by financing activities
|
-
|
(2,186
)
|
Change in
cash
|
$
(200,352
)
|
$
(249,775
)
|
Name
|
Position Held with Company
|
Age
|
Date First Elected or
Appointed
|
Neil
Reithinger
(1)
|
Chief
Executive Officer, Chief Financial Officer and
Director
|
46
|
April
6, 2016
|
(1)
|
On
April 6, 2016, the Board of Directors of the Company accepted the
resignation of Arnold Tinter as Chief Executive Officer and Chief
Financial Officer, effective as of March 31, 2016, and in
accordance with the provisions of Section 4.4 of the
Company’s Bylaws, appointed Neil Reithinger as Chief
Executive Officer and Chief Financial Officer, to fill the
vacancies created by the resignation of Mr. Tinter. Furthermore, in
accordance with the provisions of Section 3.6 of the
Company’s Bylaws, Neil Reithinger was appointed as a member
of the Company’s Board of Directors to fill the vacancy
created by the resignation of Vered Caplan, to serve for the
remainder of her unexpired term as a director, and thereafter until
his successor has been duly elected and qualified.
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Nonequity
Incentive
Plan
Compensa-
tion
($)
|
Change in
Pension Value
and Non
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensa
tion
($)
|
Total
($)
|
Neil
Reithinger
CEO
& CFO
1
|
2016
2015
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Soren
Mogelsvang,
CEO
1
|
2016
2015
|
$
43,750
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
$
43,750
-
|
Arnold
Tinter,
CFO
1
|
2016
2015
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
(1)
|
During
the year ended September 30, 2016, Mr. Mogelsvang & Mr. Tinter
tenured their resignations as the Chief Executive and Chief
Financial Officer. Neil Reithinger was appointed as Chief Executive
and Chief Financial Officer on April 6, 2016. No officers received
compensation through fiscal year end September 30,
2016.
|
|
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expir-
ation
Date
|
Number of
Shares or
Units
of
Stock that
have
not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
that
have
not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
that
have
not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or
Other
Rights that
Have
not
Vested
($)
|
Soren
Mogelsvang
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Arnold
Tinter
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Neil
Reithinger
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All other
Compensation
($)
|
Total
($)
|
Neil
Reithinger
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Cohava
Gelber
|
$12,000
|
-
|
-
|
-
|
-
|
-
|
$12,000
|
Guy
Yachin
|
$12,000
|
-
|
-
|
-
|
-
|
-
|
$12,000
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class
(1)(2)
|
Common
Stock
|
Aaron
Gelber
14645
Sulky Court Run
Mokesville, VA
20181
|
14,939,999
Direct
|
19.06%
|
Common
Stock
|
Iris
Yachin
7
Orchard Way North
Potomac, MD
20854
|
14,939,999
Direct
|
19.06%
|
Common
Stock
|
Talal
Yassin
3040
Rosebery Ave
West
Vancouver BC, Canada
V7V
349
|
4,871,319
Direct
|
6.22%
|
|
Total Beneficial Holders as a
Group
|
34,751,317
Direct
|
44.34%
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class
(1)(2)
|
Common
Stock
|
Neil
Reithinger
14201
N Hayden Road, Suite A-1
Scottsdale, AZ
85260
|
-
|
-
|
Common
Stock
|
Directors & Executive Officers
as a group (1 person)
|
-
|
-
|
(1)
|
Percentages are
based upon 78,363,567 shares of our common stock issued and
outstanding as of September 30, 2016.
|
|
|
(2)
|
Beneficial
ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to
securities. Shares of common stock underlying options, warrants or
notes currently exercisable or convertible or exercisable within 60
days of September 30, 2016 are deemed outstanding for the purpose
of computing the percentage of the person holding such option,
warrant or note but are not deemed outstanding for computing the
percentage of any other person.
|
Name of Related Party
|
Relationship with the Company
|
Soren
Mogelsvang
|
Former
President and Chief Executive Officer
|
Guy
Yachin
|
Former
Board Member
|
Cohava
Gelber
|
Former
Director
|
|
September
30, 2016
|
September
30, 2015
|
Soren
Mogelsvang
|
$
43,750
|
$
-
|
Guy
Yachin
|
12,000
|
-
|
Cohava
Gelber
|
12,000
|
-
|
|
$
67,750
|
$
-
|
|
DMCL
|
EIDE
BAILLY
|
||
Services
|
2016
|
2015
|
2016
|
2015
|
Audit
fees
|
$
-
|
$
-
|
$
26,500
|
$
-
|
Audit related
fees
|
-
|
-
|
-
|
-
|
Tax
fees
|
-
|
-
|
-
|
-
|
All other
fees
|
-
|
-
|
-
|
-
|
Total
fees
|
$
-
|
$
-
|
$
26,500
|
$
-
|
*
|
Filed herewith.
|
|
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed
or part of any registration statement or prospectus for purposes of
Sections 11 or 12 of the Securities Act of 1933, are deemed not
filed for purposes of Section 18 of the Securities and Exchange Act
of 1934, and otherwise are not subject to liability under those
sections.
|
By: /s/
Neil Reithinger
|
|
Neil
Reithinger
|
|
Chief
Executive Officer & Chief Financial Officer
|
|
Date:
September 12, 2017
|
|
|
Page
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-2
|
|
|
CONSOLIDATED
FINANCIAL STATEMENTS:
|
|
|
|
Consolidated
Balance Sheets
|
F-3
|
|
|
Consolidated
Statements of Operations
|
F-4
|
|
|
Consolidated
Statements of Shareholders’ Deficit
|
F-5
|
|
|
Consolidated
Statements of Cash Flows
|
F-6
|
|
|
Notes
to Consolidated Financial Statements
|
F-7
|
|
As of
September 30,
|
|
|
2016
|
2015
|
|
|
|
Assets
|
|
|
Current
assets:
|
|
|
Cash
|
$
1,304
|
$
201,656
|
Prepaid
expenses
|
-
|
7,250
|
Assets
of discontinued operations held for sale
|
-
|
50,383
|
Total
current assets
|
1,304
|
259,289
|
Fixed
assets, net of depreciation
|
-
|
1,336
|
Intangible
assets, net of amortization
|
-
|
18,245
|
Deposit
|
-
|
2,500
|
Total
Assets
|
$
1,304
|
$
281,370
|
|
|
|
Liabilities
and stockholders' deficit
|
|
|
Liabilities
|
|
|
Accounts
payable
|
$
82,526
|
$
43,238
|
Accounts
payable - related parties
|
47,877
|
27,000
|
Accrued
liabilities
|
12,359
|
39,151
|
Liabilities
of discontinued operations held for sale
|
-
|
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
|
-
|
-
|
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
|
|
For the
Years Ended September 30,
|
|
|
2016
|
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
|
-
|
(2,202
)
|
Total
other expenses
|
-
|
(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
|
$
0.00
|
$
0.00
|
|
Common
Stock
|
Additional
Paid
|
Accumulated
|
|
|
|
Shares
|
Amount
|
In
Capital
|
Deficit
|
Total
|
Balance,
September 30, 2014
|
78,163,562
|
$
7,816
|
$
4,287,720
|
$
(3,859,055
)
|
$
436,481
|
|
|
|
|
|
|
Shares
issued for services to non-employees
|
200,000
|
20
|
35,980
|
-
|
36,000
|
Equity
based compensation
|
-
|
-
|
1,828,297
|
-
|
1,828,297
|
Net
loss
|
-
|
-
|
-
|
(2,308,040
)
|
(2,308,040
)
|
Balance,
September 30, 2015
|
78,363,562
|
7,836
|
6,151,997
|
(6,167,095
)
|
(7,262
)
|
|
|
|
|
|
|
Equity
based compensation, net of forfeitures
|
-
|
-
|
(1,296,431
)
|
-
|
(1,296,431
)
|
Net
income
|
-
|
-
|
-
|
1,162,235
|
1,162,235
|
Balance,
September 30, 2016
|
78,363,562
|
$
7,836
|
$
4,855,566
|
$
(5,004,860
)
|
$
(141,458
)
|
|
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
|
|
2016
|
2015
|
Revenues
|
$
-
|
$
1,039,393
|
Cost of goods
sold
|
-
|
(305,295
)
|
General and
administrative expenses, including
depreciation and
amortization
|
(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
|
|
Number
of Options
|
|
Exercise
Price per
Share
|
|
Average
Remaining
Term
in
Years
|
|
Aggregate
Intrinsic
Value
at Date
of
Grant
|
|
|
|
|
|
|
|
|
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
|
|
-
|
|
Number
of Options
|
|
Exercise
Price per
Share
|
|
Average
Remaining
Term
in
Years
|
|
Aggregate
Intrinsic
Value
at Date
of
Grant
|
|
|
|
|
|
|
|
|
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
|
|
-
|
|
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
|
|
$
-
|
$
-
|
|
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
%)
|
|
-
|
-
|
1 Year Peak Pharmaceuticals (PK) Chart |
1 Month Peak Pharmaceuticals (PK) Chart |
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