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**UNITEDSTATES**

**SECURITIES ANDEXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

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**FORM10-K/A**

**(Amendment No. 1)**

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(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES

EXCHANGE ACT OF 1934

**For the Fiscal Year Ended March 31, 2019**

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OR

(  ) TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from **N/A** to**N/A**

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Commission File Number: **000-53230**

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**PEPTIDETECHNOLOGIES, INC.**

 (Name of small business issuer as specified inits charter)

| **Nevada**             | **98-0479983**                  |
|------------------------|---------------------------------|
| State of Incorporation | IRS Employer Identification No. |

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**5348 Vegas Drive #177**

** Las Vegas, Nevada 89108**

 (Address of principal executive offices)

**(702) 948-8893**

 (Issuer’s telephone number)

**Securities registered under Section 12(b) of theExchange Act:**

**None**

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**Securities registered under Section 12(g) of theExchange Act:**

**Common Stock, $0.001 par value per share**

**(Title of Class)**

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Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act. [  ] Yes [X] No

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ] Yes [X] No

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 thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes [X] No [  ]

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Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [X] No [  ]

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

| Large accelerated filer     | [  ] | Accelerated filer         | [  ] |
|-----------------------------|----------------|---------------------------|----------------|
| Non–Accelerated filer | [  ] | Smaller reporting company | [X]            |
|                             |                | Emerging growth company   | [  ] |

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b–2 of the Exchange Act). Yes [  ] No [X]

There is no aggregate market value of voting stockheld by non-affiliates of the registrant as of the close of business on March 31, 2019, the last business day of theregistrant’s most recently completed fiscal year, as the registrant’s shares of common stock are not quoted on anational exchange.  There is no trading symbol for the registrant’s common stock.

Number of shares outstanding of the registrant’scommon stock as of May 15, 2019: 127,112,660 shares.

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**EXPLANATORYNOTE**

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Peptide Technologies, Inc. (the “Company”) isfiling this Amendment No.1 on Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the year endedMarch 31, 2019 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on June 24,2019 (the “Original Filing Date”)

The Company is filing this Amendment to provide astatement identifying the framework used by management to evaluate the effectiveness of the Company’s internal controlover financial reporting and to clarify the disclosure under Part II, Item 9A, Controls and Procedures, wherein itindicated that such controls were ineffective as of March 31, 2019. The Company’s Controls and Procedures were effectiveon March 31, 2019.

 

Except for the foregoing, no other changes havebeen made to the Form 10-K. This Amendment speaks as of the Original Filing Date and does not reflect events that mayhave occurred subsequent to the Original Filing Date, and does not modify or update in any way the disclosures made inthe Form 10-K.

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**ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE.**

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None.

**ITEM 9A.  CONTROLS AND PROCEDURES**

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This report includes the certifications of ourChief Executive Officer and our Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934(the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 9A  includes information concerning the controls andcontrol evaluations referred to in those certifications.

*Evaluation of Disclosure Controls andProcedures*

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We maintain disclosure controls and procedures thatare designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Actis recorded, processed, summarized and reported within the time periods specified in the Securities and ExchangeCommission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our ChiefExecutive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding requireddisclosure. 

 Under the supervision and withthe participation of management, including the principal executive officer and principal financial officer, the Companyconducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based onthe framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, managementconcluded that the Company maintained effective internal control over financial reporting as of March 31, 2019, as suchterm is defined in Exchange Act Rule 13a-15(f). 

In designing and evaluating the disclosure controlsand procedures, management recognizes that any controls and procedures, no matter how well designed and operated, canprovide only reasonable assurance of achieving the desired control objectives, and management is required to apply itsjudgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls andprocedures were designed to provide reasonable assurance that the controls and procedures would meet theirobjectives.

As required by SEC Rule 13a-15(b), our ChiefExecutive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design andoperation of our disclosure controls and procedures as of the end of the period covered by this report. Based on theforegoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedureswere effective as of March 31, 2019. 

*Management’s Report on Internal Control overFinancial Reporting*

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Our Chief Executive Officer and the Chief FinancialOfficer are responsible for establishing and maintaining adequate internal control over financial reporting and for theassessment of the effectiveness of our internal control over financial reporting. Internal control over financialreporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalreporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies andprocedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts andexpenditures are being made only in accordance with appropriate authorization of management and the Board of Directors,and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use ordisposition of assets that could have a material effect on the financial statements.

Internal controls for Peptide Technologies Inc.were presented and accepted by the Board as of February 23, 2019.  In connection with the preparation of thisAnnual Report on Form 10-K for the year ended March 31, 2019, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting wereeffective as of March 31, 2019.

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*Inherent Limitations onInternal Controls*

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It should be noted that anysystem of controls, however well designed and operated, can provide only reasonable and not absolute assurance that theobjectives of the control system are met. In addition, the design of any control system is based in part upon certainassumptions about the likelihood of certain events. Limitations inherent in any control system include thefollowing:

|  | ● | Judgments in decision-making can be faulty,and   control and process breakdowns can occur because of simple errors or   mistakes;                                                                                                                       |
|--|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |         |                                                                                                                                                                                                                                                         |
|  | ● | Controls can be circumvented byindividuals, acting   alone or in collusion with others, or by management override;                                                                                                                                      |
|  |         |                                                                                                                                                                                                                                                         |
|  | ● | The design of any system of controls isbased in   part on certain assumptions about the likelihood of future events, and there   can be no assurance that anydesign will succeed in achieving its stated   goals under all potential future conditions; |
|  |         |                                                                                                                                                                                                                                                         |
|  | ● | Over time, controls may become inadequatebecause of   changes in conditions or deterioration in the degree of compliance with   associated policies orprocedures; and                                                                                   |
|  |         |                                                                                                                                                                                                                                                         |
|  | ● | The design of a control system must reflectthe fact   that resources are constrained, and the benefits of controls must be   considered relative to theircosts.                                                                                         |

Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have beendetected.

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**SIGNATURES**

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In accordance with Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by theundersigned, there unto duly authorized.

|        |                    | **PEPTIDE   TECHNOLOGIES, INC.**     |
|--------|--------------------|--------------------------------------|
|   |               |                                 |   |
| Date:  | January   23, 2020 | By:           Name:           Title: | */s/**Bruce   Sellars***Bruce   SellarsChief Executive Officer |

In accordance with the Securities Exchange Act of1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and onthe dates indicated.

|        |                  | **PEPTIDE   TECHNOLOGIES, INC.**     |
|--------|------------------|--------------------------------------|
|   |             |                                 |   |
| Date:  | January 23, 2020 | By:           Name:           Title: | */s/**Irene   Getty***Irene   GettyChairman, Chief Financial Officer |
|   |             |                                 |   |
| Date:  | January 23, 2020 | By:           Name:           Title: | */s/**Bruce   Sellars***Bruce   SellarsDirector |

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