RMHI 10-Q Quarterly Report June 30, 2017 | Alphaminr
Retrieve Medical Holdings, Inc.
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RMHI 10-Q Quarter ended June 30, 2017

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Income Statement
RETRIEVE MEDICAL HOLDINGS, INC.
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10-Q 1 peak_10q-17230.htm PEAK PHARMACEUTICALS, INC. 10-Q Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2016
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________ to _________
Commission file number: 005-87668
PEAK PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada
26-1973257
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 85260
(Address of principal executive offices)
(480) 659-6404
(Registrant’s telephone number, including area code)
700 N. Colorado Blvd., #734, Denver, CO 80206
(Former address of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☑
(Do not check if a smaller reporting company)
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑.
As of September 12, 2017, there were 78,363,567 shares of registrant’s common stock outstanding.
1
PEAK PHARMACEUTICALS, INC.
FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2016 AND 2015
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
ITEM 1
Financial Statements
3
Condensed Consolidated Balance Sheets as of March 31, 2016 (unaudited) and September 30, 2015
3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2016 and 2015 (unaudited)
4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2016 and 2015 (unaudited)
5
Notes to Condensed Consolidated Financial Statements (unaudited)
6
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
13
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
18
ITEM 4.
Controls and Procedures
18
PART II. OTHER INFORMATION
ITEM 1.
Legal Proceedings
19
ITEM 1A.
Risk Factors
19
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
ITEM 3.
Defaults Upon Senior Securities
19
ITEM 4.
Mine Safety Disclosures
19
ITEM 5.
Other Information
19
ITEM 6.
Exhibits
20
SIGNATURES
21
2
PART I – UNAUDITED FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PEAK PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31,
September 30,
2016
2015
(Unaudited)
(Audited)
Assets
Current assets:
Cash
$ 1,886
$ 201,656
Prepaid expenses
-
7,250
Assets of discontinued operations held for sale
-
50,383
Total current assets
1,886
259,289
Fixed assets, net of depreciation
-
1,336
Intangible assets, net of amortization
-
18,245
Deposit
-
2,500
Total Assets
$ 1,886
$ 281,370
Liabilities and stockholders' deficit
Liabilities
Accounts payable
$ 77,468
$ 43,238
Accounts payable - related parties
51,584
27,000
Accrued liabilities
360
39,151
Liabilities of discontinued operations held for sale
-
179,243
Total current liabilities
129,412
288,632
Total Liabilities
129,412
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 March 31, 2016 and September 30, 2015
7,836
7,836
Additional paid in capital
4,855,566
6,151,997
Accumulated deficit
(4,990,929 )
(6,167,095 )
Total Stockholders’ Deficit
(127,527 )
(7,262 )
Total Liabilities and Stockholders’ Deficit
$ 1,886
$ 281,370
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
3
PEAK PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
For the Six Months Ended
March 31,
March 31,
2016
2015
2016
2015
Operating expenses (income):
General and administrative
74,338
123,905
175,997
283,574
Depreciation and amortization
15,628
3,038
18,974
5,955
Equity based compensation
(1,576,484 )
474,753
(1,296,431 )
1,132,741
Total operating expenses (income)
(1,486,518 )
601,696
(1,101,460 )
1,422,270
Operating income (loss)
1,486,518
(601,696 )
1,101,460
(1,422,270 )
Other expenses
Interest
-
(235 )
-
(495 )
Total other expenses
-
(235 )
-
(495 )
Profit (loss) from continuing operations
1,486,518
(601,931 )
1,101,460
(1,422,765 )
Income from operations of discontinued Canna-Pet component (including gain (loss) on disposal of ($3,606) and $74,706, for the three and six months ended March 31, 2016, respectively)
3,607
11,861
74,706
17,469
Net income (loss)
$ 1,490,125
$ (590,070 )
$ 1,176,166
$ (1,405,296 )
Per share information:
Basic weighted average shares outstanding
78,363,562
78,363,562
78,363,562
78,276,605
Diluted weighted average shares outstanding
79,817,087
78,363,562
79,817,087
78,276,605
Continuing operations:
Net income (loss) per share - basic and diluted
$ 0.02
$ (0.01 )
$ 0.01
$ (0.02 )
Discontinued operations:
Net income (loss) per share - basic and diluted
$ 0.00
$ 0.00
$ 0.00
$ 0.00
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
4
PEAK PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended March 31,
(Unaudited)
2016
2015
Net cash used in operating activities
$ 199,770
$ (245,362 )
Cash flows from financing activities:
Purchase of fixed assets
-
(2,186 )
Net cash provided by financing activities
-
(2,186 )
Net cash provided by investing activities
-
-
Net change in cash
(199,770 )
(247,548 )
Cash, beginning of period
201,656
451,431
Cash, end of period
$ 1,886
$ 203,883
Supplemental disclosure of cash flow information
Cash paid for interest
$ -
$ 495
Cash paid for income taxes
$ -
$ -
Non-cash investing activities
Gain on disposal of Canna-Pet
$ 80,903
$ -
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
5
PEAK PHARMACEUTICALS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated in Nevada on December 18, 2007. After a number of name changes, we again changed our name to Peak Pharmaceuticals, Inc. on December 23, 2014. This name was consistent with our business operations and plans relating to development, manufacturing and marketing of hemp-based nutraceutical and supplement products for the human and animal health markets. On October 1, 2015, we discontinued certain operations of the Company.
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Peak Pharmaceuticals, Inc. and its subsidiary, Peak BioPharma Corp .
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended September 30, 2015. 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.
Basis of Consolidation
The condensed 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 financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses during the periods reported. Actual results may differ from these estimates.
Financial Instruments
Our financial instruments consist of cash, and payables. The carrying values of these instruments approximate fair value due to the short term maturities of these instruments.
Fair Value Measurements
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC)” Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
6
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, such as equities listed on the New York Stock Exchange.
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.
Intangible Asset
The intangible asset is our website that was being amortized over the expected useful life which we estimated to be three years. Since we are no longer using our website, we expensed the remaining balance to amortization expense.
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 longed 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 a number of 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 three months ended March 31, 2016, we charged $15,264 to amortization expense for the impairment of our website.
Loss Per Share
We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share . Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period in the denominator.
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.
ASU Update 2014-09, Revenue from Contracts with Customers (Topic 606) issued May 28, 2014 by the FASB and the IASB converged guidance on recognizing revenue in contracts with customers on an effective date after December 31, 2017 will be evaluated as to impact and implemented accordingly.
ASU Update 2014-15, Presentation of Financial Statements-Going Concern (Sub Topic 205-40) issued August 27, 2014 by FASB defines management’s responsibility to evaluate whether there is a substantial doubt about an organizations ability to continue as a going concern. The additional disclosure required is effective after December 31, 2015. We have adopted ASU 2014-15 and it has not had a material impact on our Consolidated Financial Statements.
7
In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Cost . The guidance requires an entity to present debt issuance costs in the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts, rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. Debt issuance costs related to revolving credit arrangements, however, will continue to be presented as an asset and amortized ratably over the term of the arrangement. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015 including interim periods within those annual periods. Early application is permitted, and upon adoption, ASU 2015-03 should be applied on a retrospective basis. We have adopted ASU 2015-03 and it has not had a material impact on our Consolidated Financial Statements.
In July 2015, the FASB issued ASU 2015-11, Inventory , which simplifies the measurement principle of inventories valued under the First-In, First-Out (“FIFO”) or weighted average methods from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 including interim periods within those annual periods. We do not expect the standard to have a material impact on our Consolidated Financial Statements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which requires that deferred tax assets and liabilities be classified as noncurrent on the consolidated balance sheet. ASU 2015-17 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. Upon adoption, ASU 2015-17 may be applied either prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.
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.
Reclassifications
Certain amounts from prior periods have been reclassified for consistency with the presentation of the three and six month periods ended March 31, 2016. These reclassifications had no effect on the reported results of operations.
NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
Financial statements prepared in conformity with GAAP contemplate a company’s continuation as a going concern. We have incurred net losses since inception and have an accumulated deficit of $4,990,929 as of March 31, 2016. This condition raises substantial doubt as to our ability to continue as a going concern. Although the expenses of our operations have been significantly reduced due to the termination of the license agreement as outlined in Note 3, we need to still evaluate raising additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. There can be no assurance that such a plan will be successful.
Accordingly, the accompanying condensed 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 condensed consolidated financial statements do not necessarily represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
8
NOTE 3 - 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, 2015.
●
Collections: On October 15, 2015, we forwarded to the Licensor all payments received by us after September 30, 2015 (net of amounts received by us for taxes, duties, governmental charges, freight or shipping charges, and the like) for Canna- Pet products sold on or after October 1, 2015.
The following is a summary of the net liabilities sold as initially determined at Septembers 30, 2015 and updated October 15, 2015:
October 15, 2015
September 30, 2015
Inventory
$ 45,436
$ 41,705
Prepaid expenses
8,821
-
Deposits
8,179
8,678
Total assets
62,436
50,383
Accounts payable
103,548
124,396
Royalties payable
39,506
39,506
Accrued liabilities
285
15,341
Total liabilities
143,339
179,243
Net liabilities sold
$ 80,903
$ 128,860
9
The income from discontinued operations presented in the statements of operations consists of the following for the six-month periods ended March 31, 2016 and 2015, respectively:
2016
2015
Revenues
$ -
$ 465,517
Cost of goods sold
-
(203,486 )
General and administrative expenses, including depreciation and amortization
(6,197 )
(244,562 )
Gain on disposal of discontinued operations
80,903
-
Income from discontinued operations
$ 74,706
$ 17,469
NOTE 4 – INTANGIBLE ASSETS
Intangible assets at March 31, 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. During the three months ended March 31, 2016, we charged $15,264 to amortization expense for the impairment of our website.
NOTE 5 – RELATED PARTY TRANSACTIONS
Parties, which can be corporations or individuals, are considered to be related if we 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. These amounts are due on demand, unsecured and bear no interest.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
We have no operating lease commitments as of March 31, 2016.
Rent expense was $2,500 and $6,380 for the three and six months ended March 31, 2016, respectively. Rent expense was $5,820 and $12,151 for the three and six months ended March 31, 2015, respectively.
NOTE 7 – STOCKHOLDERS’ EQUITY
We had no preferred or common stock transactions during the three and six month periods ended March 31, 2016 and 2015.
NOTE 8 – OPTIONS
In March 2014, we issued non-qualified options to purchase 2,916,000 shares of our common stock for services rendered to a director of the Company. The options have a term of 10 years, are exercisable at $0.0067 per share and vested when they were issued.
The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $9,078. The options have been expensed as equity-based compensation. The following assumptions were used in the Black-Scholes option pricing model:
● Expected life (in years) – 10
● Volatility (based on a comparable companies) – 123%
● Risk Free interest rate – 2.73%
● Dividend yield (on common stock) – 0%
10
In May 2014, we issued non-qualified options to purchase 4,500,000 shares of our common stock to certain officers of the Company. The options are exercisable at $0.20 per share and have graded vesting over 4 years.
The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $4,415,649. The following assumptions were used in the Black-Scholes option pricing model:
●
Expected life (in years) – 10
●
Volatility (based on a comparable companies) – 123%
●
Risk Free interest rate – 2.56%
●
Dividend yield (on common stock) – 0%
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 six months ended March 31, 2016, the Company recognized stock based compensation of $280,053. During the six-month period ending March 31, 2016, the officers holding the 4,500,000 options resigned and the option were forfeited. In accordance with ASC 718, previously expensed stock based compensation which requisite service will not be provided and are forfeited and reversed. As a result, previously recorded stock based compensation of $1,576,484 was reversed and credited to stock based compensation expense during the six months ended March 31, 2016.
The following is a summary of outstanding stock options issued to employees and directors as of March 31, 2016:
Number
of Options
Exercise Price per
Share
Average
Remaining
Term in
Years
Aggregate
Intrinsic
Value at Date
of Grant
Outstanding October 1, 2014 and September 30, 2015
7,416,000
$ 0.0067 - $0.20
-
Issued
-
-
Cancelled
(4,500,000 )
-
Outstanding March 31, 2016
2,916,000
$ 0.0067
7.95
-
Exercisable
2,916,000
$ 0.0067
7.95
-
The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of March 31, 2016:
Number
of Options
Exercise Price per
Share
Average
Remaining
Term
in Years
Aggregate
Intrinsic
Value at Date
of Grant
Outstanding March 31, 2016
375,000
$ 0.0067
7.79
-
Exercisable
375,000
$ 0.0067
7.79
-
The following is a summary of outstanding stock options issued to non-employees, excluding directors, as of March 31, 2016:
11
Total equity based compensation for the three months ended March 31, 2016 and 2015 was ($1,576,484) and $474,753 respectively. Total equity based compensation for the six months ended March 31, 2016 and 2015 was ($1,296,431) and $1,132,741, respectively.
NOTE 9 – INCOME TAX
We account for income taxes in interim periods in accordance with ASC Topic 740, Income Taxes (“ASC 740”). We have determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate. As of March 31, 2016, the estimated effective tax rate for the year is 0%.
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 six months ended March 31, 2016 and 2015 we did not have any interest and penalties associated with tax positions. As of March 31, 2016, we did not have any significant unrecognized uncertain tax positions.
NOTE 10 - SUBSEQUENT EVENTS
Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains forward-looking statements. The following discussion should be read in conjunction with the financial statements and related notes contained in our Annual Report on Form 10-K, as filed with the Securities & Exchange Commission on January 13, 2016. Certain statements made in this discussion are "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements are projections in respect of future events or financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended September 30, 2015, as filed on January 13, 2016, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity or performance. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The Company is under no duty to update any forward-looking statements after the date of this report to conform these statements to actual results.
As used in this quarterly report and unless otherwise indicated, the terms “we,” “us,” “our,” “Peak,” or the “Company” refer to Peak Pharmaceuticals, Inc, including our wholly-owned subsidiary Peak BioPharma Corp (“Peak BioPharma”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.
Corporate Overview
We were incorporated as Surf A Movie Solutions Inc. in Nevada on December 18, 2007 to engage in the business of the development, sales and marketing of online video stores. We were not successful in our efforts and have ceased this line of business.
On October 10, 2013, we entered into a joint venture agreement with Produced Water Solutions, Inc., a Colorado corporation, that was in the business of providing economically and environmentally sound solutions for the treatment and recycling of wastewater resulting principally from oil and gas exploration and production activities. As a result of our research of this business opportunity, on December 31, 2013, we determined not to move forward with this line of business.
In early March 2014, we entered into the business of developing, manufacturing and marketing pharmaceutical level products containing phytocannabinoids, an abundant and pharmaceutically active component of industrial hemp, for the prevention and alleviation of various conditions and diseases. In connection therewith, on March 17, 2014 we changed our name to Cannabis Therapy Corp. On December 23, 2014, we changed our name to Peak Pharmaceuticals, Inc. All of our business operations are carried on through our wholly-owned subsidiary, Peak BioPharma Corp., a Colorado corporation.
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On July 29, 2014, through Peak BioPharma, we entered into a license agreement (the “License Agreement”) with Canna-Pet, LLC (“Licensor”), a Washington limited liability company, which owns the brand name “Canna-Pet” and certain related intellectual property including, but not limited to, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain names, customer lists, supplier lists, trade secrets and know-how, and other related intellectual property (collectively, the “Licensed Intellectual Property”), used by Licensor in the conduct of its business related to the production and sale of medical products made from industrial hemp which are intended exclusively for consumption by pets. Pursuant to the License Agreement, the Licensor granted to us a perpetual, exclusive, world-wide license to use the Licensed Intellectual Property in conjunction with our business and the production and sale of medical products made from industrial hemp as well as the right to sublicense the Licensed Intellectual Property to third parties. The License Agreement gives us the right to produce and sell existing products utilizing the Licensed Intellectual Property and to develop new products, jointly with Licensor or otherwise, based upon the Licensed Intellectual Property. The License Agreement provided us with an immediate revenue source and access to Licensor’s customer base. During the term of the license, all intellectual property rights in and to the Licensed Intellectual Property remained the exclusive property of Licensor.
In consideration of the grant of the license, we agreed to pay Licensor license fees in the form of royalty payments calculated on the basis of gross proceeds received by us from sales of products manufactured, marketed or sold by us utilizing the Licensed Intellectual Property or any subsequently developed intellectual property which is jointly owned by us and Licensor. We began selling Canna-Pet products in October 2014.
Based upon recent regulatory activity related to imposition of restrictions and limitations on the sale of hemp-based health products for pets, we elected to terminate our license agreement with the Licensor, effective as of October 1, 2015, and to cease all operations relating to sale of hemp-based products for pets.
On October 12, 2015, we entered into an agreement for the termination (“Termination Agreement”) of the License Agreement, effectively selling the discontinued operations. The Termination Agreement contained the following provisions:
●
Termination of License: The parties agreed to terminate the License Agreement effective as of October 1, 2015, this termination was made by mutual agreement of the parties pursuant to and in accordance with the provisions of the License Agreement.
●
Return of Licensed Intellectual Property: We agreed to return all Licensed Intellectual Property to the Licensor, and our right to use all, or any portion, of the Licensed Intellectual Property ceased effective as of October 1, 2015, Pursuant to the terms of the License Agreement, the Licensed Intellectual Property included the brand name “Canna-Pet” and certain related intellectual property, including, but not limited, trademarks and copyrights, formulations, recipes, production processes and systems, websites, domain names, customer lists, supplier lists trade secrets and know- how, and other related intellectual property.
●
Return of Other Property: In addition to return of the Licensed Intellectual Property, we agreed to transfer to Licensor all product inventory, Colorado hemp with permits and authorization, all production/fulfillment contracts, all e-commerce accounts and processing, all non-disclosure and research agreements and any and all other property in our possession which was used by us in the conduct of our business related to production and sale of medical cannabis products for pets made from hemp and low-THC cannabis plants.
●
Office Space, Equipment and Employees: In conjunction with the execution of the Termination Agreement, we granted the Licensor the right to use our office space, for the three-month period from October 1, 2015 through December 31, 2015, on a rent-free basis.
●
Consideration: As consideration for the cancellation of the License Agreement and the return of other property, as described above, the Licensor agreed to waive payment by us and to release us from liability for payment of any and all unpaid royalties, invoices and other amounts which were otherwise currently due and payable by us to Licensor for sales of Canna-Pet products for all periods through and including September 30, 2015.
●
Collections: On October 15, 2015, we forwarded to the Licensor all payments received by us after September 30, 2015 (net of amounts received by us for taxes, duties, governmental charges, freight or shipping charges, and the like) for Canna- Pet products sold on or after October 1, 2015.
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The following is a summary of the net assets sold as initially determined at Septembers 30, 2015 and updated October 15, 2015:
October 15, 2015
September 30, 2015
Inventory
$ 45,436
$ 41,705
Prepaid Expenses
8,821
-
Deposits
8,179
8,678
Total assets
$ 62,436
$ 50,383
Accounts payable
103,548
124,396
Royalties payable
39,506
39,506
Accrued liabilities
285
15,341
Total liabilities
143,339
179,243
Net assets sold
$ 80,903
$ 128,860
Our common stock is currently listed on the OTC Markets, QB Tier, under the symbol “PKPH”.
Recent Corporate Developments
Since the commencement of the year through March 31, 2016, we have not experienced any significant corporate developments.
Results of Operations
Comparison of the Three Months Ended March 31, 2016 to the Three Months Ended March 31, 2015
Revenue
No revenue or cost of sales were generated for the three months ended March 31, 2016 or 2015 due to the termination of the license agreement with Canna-Pet, LLC and the overall reduction in operations of the business.
Operating Expenses
Our expenses for the three months ended March 31, 2016 are summarized as follows in comparison to our expenses for the three months ended March 31, 2015:
Three Months Ended March 31,
2016
2015
General and administrative
$ 74,338
$ 123,905
Depreciation and amortization
15,628
3,038
Stock based compensation
(1,576,484 )
474,753
Total operating expenses
$ (1,486,518 )
$ 601,696
General and administrative expense decreased by $49,567 for the three months ended March 31, 2016 from the comparative period of 2015. The decrease is due to the termination of the license agreement with Canna-Pet, LLC and the overall reduction in operating expenses related to the operation of that business. Depreciation and amortization expense increased by $12,590 due to the impairment and write-down of our website costs of $15,264 during the three months ended March 31, 2016. Stock based compensation decreased by $2,051,237 due to the forfeiture and reversal of stock options to officers resulting in a credit of $1,576,484 during the three months ended March 31, 2016 from the comparative period of 2015.
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Comparison of the Six Months Ended March 31, 2016 to the Six Months Ended March 31, 2015
Revenue
No revenue or cost of sales were generated for the six months ended March 31, 2016 for 2015 due to the termination of the license agreement with Canna-Pet, LLC and the overall reduction in operations of the business.
Operating Expenses
Our expenses for the six months ended March 31, 2016 are summarized as follows in comparison to our expenses for the six months ended March 31, 2015:
Six Months Ended March 31,
2016
2015
General and administrative
$ 175,997
$ 283,574
Depreciation and amortization
18,974
5,955
Stock based compensation
(1,296,431 )
1,132,741
Total operating expenses
$ (1,101,460 )
$ 1,422,270
General and administrative expense decreased by $107,577 for the six months ended March 31, 2016 from the comparative period of 2015, due to the termination of the license agreement with Canna-Pet, LLC and the overall reduction in operating expenses related to the operation of that business. Depreciation and amortization expense increased by $13,019 due to the impairment and write-down of our website costs of $15,264 during the six months ended March 31, 2016. Stock based compensation decreased by $2,429,172 primarily due to the forfeiture and reversal of stock options to officers resulting in a credit of $1,296,431 during the six months ended March 31, 2016.
Discontinued Operations
Our Canna-Pet business segment began operations in October 2014. Due to recent regulatory activity related to imposition of restrictions and limitations on the sale of hemp-based health products for pets, on October 1, 2015, we elected to terminate our license agreement with Canna-Pet, LLC and to cease all operations relating to sale of hemp-based products for pets.
The income (loss) from discontinued operations presented in the statements of operations consists of the following for the six-month periods ended March 31, 2016 and 2015:
2016
2015
Revenues
$ -
$ 382,292
Cost of goods sold
-
(115,268 )
General and administrative expenses
-
(249,555 )
Gain on disposal of discontinued operations
74,706
-
$ 74,706
$ 17,469
Liquidity and Financial Condition
Working Capital Deficiency
March 31,
2016
September 30,
2015
Current assets
$ 1,886
$ 261,789
Current liabilities
129,412
288,632
Working capital deficiency
$ (127,526 )
$ (26,843 )
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The decrease in current assets is mainly due to a decrease in cash resulting from cash used in operation activities of $199,770 during the six months ended March 31, 2016. The decrease in current liabilities is due primarily from the elimination of the liabilities related to discontinued operations during the six months ended March 31, 2016.
Cash Flows
Six Months Ended March 31,
2016
2015
Net income (loss)
$ 1,176,166
$ (1,405,296 )
Net cash used in operating activities
(199,770 )
(245,362 )
Net cash used in investing activities
-
(2,186 )
Net cash provided by financing activities
-
-
Increase (decrease) in cash
$ (199,770 )
$ (247,548 )
As of March 31, 2016, our cash balance was $1,886. The Company does not expect its current cash and operating income to be sufficient to meet its financial needs for continuing operations over the next twelve months.
Net cash used in operations for the six months ended March 31, 2016 was $199,770 mainly due to payment of general and administrative expenses during the period.
We need to raise additional operating capital on an immediate basis. Although the expenses of our operations have been significantly reduced due to the termination of the license agreement as outline in Note 3 of the financial statements, we need to still evaluate raising additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from individuals. There can be no assurance that such a plan will be successful.
As of the date of this filing, we do not have enough sufficient cash on hand to cover our operating expenses through the next quarter. In the absence of any ongoing commercial operations, we need enough cash to pay certain outside professionals to maintain our compliance under the Securities Act of 1934. Management anticipates that it will require an additional $30,000 over the next twelve months to cover such costs.
Going Concern
The unaudited condensed consolidated financial statements contained in this report have been prepared assuming that the Company will continue as a going concern. The Company has cumulative net losses through March 31, 2016 of approximately $5 million" to "The Company has cumulative net losses through March 31, 2016 of $4,990,929. The Company's cash and cash equivalents balance as of March 31, 2016, is $1,886. In addition, due to the termination of the license agreement with Canna-Pet, LLC, there is currently are no revenue-producing activities. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Until such time that we may be able to merge with or acquire an operating business, we will need to actively seek to identify sources of liquidity. There are no assurances that such additional sources of liquidity can be obtained on terms acceptable to us on a commercially reasonable basis, or at all. These factors raise substantial doubt about our ability to continue as a going concern. Furthermore, our “going concern” and lack of commercial operations may make it more difficult for us to raise funds.
The unaudited condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing. If the Company raises additional funds through the issuance of equity, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its future plans for developing any future business and achieving commercial revenues. If the Company is unable to obtain the necessary capital, the Company may have to cease operations.
17
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Effects of Inflation
We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in the notes to our financial statements included herein for the three and six months ended March 31, 2016.
Newly Issued Accounting Pronouncements
See Note 1 to our financial statements included herein for the three and six months ended March 31, 2016 for a discussion of Recently Issued Accounting Pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. At the end of the quarter ended March 31, 2016, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.
We do not have an audit committee: While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.
Based on this evaluation, we determined that as of March 31, 2016, our disclosure controls and procedures were not effective due to the following:
●
We do not have a majority of independent directors on our board of directors, which may result in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
●
We have an inadequate number of personnel to properly implement control procedures.
●
Due to the size and lack of resources of our Company, we have not fully developed formal accounting policies and procedures.
●
We have not properly complied with all aspects of the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.
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Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer (Principal Executive Officer), who also serves as our Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company knows of no material pending legal proceedings to which the Company or its Subsidiaries are a party or of which any of its properties, or the properties of its Subsidiaries, are the subject. In addition, the Company does not know of any such proceedings contemplated by any governmental authorities.
The Company knows of no material proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to the Company or its Subsidiaries or has a material interest adverse to the Company or its Subsidiaries.
ITEM 1A. RISK FACTORS
An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of the Annual Report on Form 10-K for the year ended September 30, 2015 that was filed on January 13, 2016, in addition to other information contained in those reports and in this quarterly report in evaluating the Company and its business before purchasing shares of its common stock. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit
Number
Description
(2)
Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1
Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)
2.2
Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on September 5, 2013)
2.1
Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)
2.2
Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on March 20, 2014)
2.1
Articles of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)
2.2
Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form 8-K filed on December 30, 2014)
(3)
(i) Articles of Incorporation; and (ii) Bylaws
3.1
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
3.1.2
Certificate of Amendment to Articles of Incorporation (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)
3.1.3
Certificate of Change (incorporated by reference to our Registration Statement on Form 10-K filed on December 26, 2012)
3.2
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
(4)
Instruments Defining the Rights of Security Holders, Including Indentures
4.1
Specimen Common Stock Certificate (incorporated by reference to our Registration Statement on Form S-1 filed on December 29, 2008)
4.1
Form of Registrant’s 10% Senior Convertible Promissory Note (incorporated by reference to our Registration Statement on Form 8-K filed on October 17, 2013)
(31)
Rule 13a-14(a)/15d-14(a) Certification
(32)
Section 1350 Certification
(101)*
Interactive Data Files
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed herewith.
**
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PEAK PHARMACEUTICALS, INC.
By: /s/ Neil Reithinger
Neil Reithinger
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: September 12, 2017
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TABLE OF CONTENTS