10-Q
NIKA PHARMACEUTICALS, INC (NIKA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2022
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
Commission File No.:
000-56234
CENTENNIAL GROWTH EQUITIES INC.
(Exact name of the small business issuer as specified in its charter)
| colorado | 90-0292940 |
|---|---|
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification No.) |
2269 Merrimack Valley Avenue, Henderson, NV89044 (Address of principal executive offices)
(702)-326-3615(Registrant’s telephone
number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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 [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
|---|---|---|---|
| Non-accelerated filer | [X] | Smaller reporting company | [X] |
| Emerging growth company | [X] |
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 Act). Yes [ ] No [ X ]
The number of shares of Common Stock, $0.001 par value of the
registrant outstanding at May 6, 2022 was 28,203,000.
TABLE OF CONTENTS
| Page | |
|---|---|
| No. | |
| PART I. | |
| Item 1. Financial Statements. | |
| Consolidated Balance Sheets as of March 31, 2022 and<br> December 31, 2021 (Unaudited) | 3 |
| Consolidated Statements of Operations for the three months<br> Ended March 31, 2022 and 2021 (Unaudited) | 4 |
| Consolidated Statements of Stockholders’ Equity (Deficit)<br> for the three months Ended March 31, 2022 and 2021 (Unaudited) | 5 |
| Consolidated Statements of Cash Flows for the three months<br> Ended March 31, 2022 and 2021 (Unaudited) | 6 |
| Notes to Unaudited Consolidated<br> Financial Statements | 7 |
| Item 2. Management’s Discussion and<br> Analysis of Financial Condition and Results of Operations | 8 |
| Item 3. Quantitative and<br> Qualitative Disclosures About Market Risks. | 10 |
| Item 4. Controls and Procedures | 10 |
| PART II. | |
| Item 1. Legal Proceedings. | 11 |
| Item 1A. Risk Factors. | 11 |
| Item 2. Unregistered Sales of<br> Equity Securities and Use of Proceeds. | 11 |
| Item 3. Defaults Upon Senior<br> Securities. | 11 |
| Item 4. Mine Safety Disclosures. | 11 |
| Item 5. Other Information. | 12 |
| Item 6. Exhibits. | 12 |
| EXHIBIT INDEX | 12 |
| SIGNATURES | 12 |
Item 1. Consolidated Financial Statements ****
| CENTENNIAL GROWTH EQUITIES, INC. | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||||
| (UNAUDITED) | |||||
| March 31, 2022 | December 31, 2021 | ||||
| --- | --- | --- | --- | --- | --- |
| ASSETS | |||||
| Current Assets: | |||||
| Cash | 83 | $ | 399 | ||
| Total current assets | 83 | 399 | |||
| Total Assets | 83 | $ | 399 | ||
| LIABILITIES AND<br> STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Current Liabilities: | |||||
| Due to<br> related party | — | $ | 10,518 | ||
| Total Current Liabilities | — | 10,518 | |||
| Due to related party - long term | — | 13,500 | |||
| Total Liabilities | — | 24,018 | |||
| Commitments and contingencies | |||||
| Stockholders' Equity (Deficit): | |||||
| Preferred Stock; par value<br> 0.001; 10,000,000 shares authorized; no shares issued and outstanding | — | — | |||
| Common Stock; par value 0.001; 90,000,000<br> shares authorized; 13,203,000 shares issued and outstanding | 13,203 | 13,203 | |||
| Additional paid-in capital | 144,895 | 114,877 | |||
| Accumulated deficit | (158,015 | ) | (151,699 | ) | |
| Total Stockholders' Equity<br> (Deficit) | 83 | (23,619 | ) | ||
| Total Liabilities and Stockholders' Deficit | 83 | $ | 399 |
All values are in US Dollars.
The accompanying notes are an integral part of theseunaudited consolidated financial statements.
| CENTENNIAL GROWTH EQUITIES, INC. | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| (Unaudited) | ||||||
| For the Three<br> Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| March 31, | ||||||
| 2022 | 2021 | |||||
| Operating<br> Expenses: | ||||||
| General and administrative | $ | 6,316 | $ | 5,754 | ||
| Total operating<br> expenses | 6,316 | 5,754 | ||||
| Loss from<br> operations | (6,316 | ) | (5,754 | ) | ||
| Loss before<br> provision for income taxes | (6,316 | ) | (5,754 | ) | ||
| Provision for income taxes | — | — | ||||
| Net Loss | $ | (6,316 | ) | $ | (5,754 | ) |
| Loss per share, basic and<br> diluted | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average common shares<br> outstanding, basic and diluted | 13,203,000 | 13,203,000 |
The accompanying notes are an integral part of theseunaudited consolidated financial statements.
| CENTENNIAL GROWTH EQUITIES, INC. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 | |||||||||||
| (Unaudited) | |||||||||||
| Total | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common Stock | Additional Paid | Accumulated | Stockholders’ | ||||||||
| Equity | |||||||||||
| Shares | Amount | in Capital | Deficit | (Deficit) | |||||||
| Balances as of December 31,<br> 2021 | 13,203,000 | $ | 13,203 | $ | 114,877 | $ | (151,699 | ) | $ | (23,619 | ) |
| Forgiveness of related party loans | — | — | 30,018 | — | 30,018 | ||||||
| Net loss | — | — | — | (6,316 | ) | (6,316 | ) | ||||
| Balances as of March 31, 2022 | 13,203,000 | $ | 13,203 | $ | 144,895 | $ | (158,015 | ) | $ | 83 | |
| Total | |||||||||||
| Common Stock | Additional Paid | Accumulated | Stockholders’ | ||||||||
| Shares | Amount | in Capital | Deficit | Equity (Deficit) | |||||||
| Balances as of December 31, 2020 | 13,203,000 | $ | 13,203 | $ | 114,877 | $ | (136,987 | ) | $ | (8,907 | ) |
| Net loss | — | — | — | (5,754 | ) | (5,754 | ) | ||||
| Balances as of March 31, 2021 | 13,203,000 | $ | 13,203 | $ | 114,877 | $ | (142,741 | ) | $ | (14,661 | ) |
The accompanying notes are an integral part of theseunaudited consolidated financial statements.
| CENTENNIAL GROWTH EQUITIES, INC. | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| (Unaudited) | ||||||
| For the Three<br> Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| March 31, | ||||||
| 2022 | 2021 | |||||
| Cash flows from operating<br> activities: | ||||||
| Net Loss | $ | (6,316 | ) | $ | (5,754 | ) |
| Adjustments to reconcile net<br> loss to net cash used in operating activities: | ||||||
| Changes in operating<br> assets and liabilities: | ||||||
| Net cash used in operating<br> activities | (6,316 | ) | (5,754 | ) | ||
| Cash flows from investing<br> activities: | — | — | ||||
| Cash flows from financing<br> activities: | ||||||
| Loans from related<br> party | 6,000 | 5,500 | ||||
| Net cash provided by<br> financing activities | 6,000 | 5,500 | ||||
| Net change in cash | (316 | ) | (254 | ) | ||
| Cash, beginning of period | 399 | 1,611 | ||||
| Cash, end of period | $ | 83 | $ | 1,357 | ||
| Supplemental disclosure of<br> cash flow information: | ||||||
| Cash paid for taxes | $ | — | $ | — | ||
| Cash paid<br> for interest | $ | — | $ | — | ||
| Supplemental disclosure of non-cash investing<br> and financing activity: | ||||||
| Forgiveness of related party debt | $ | 30,018 | $ | — |
The accompanying notes are an integral part of theseunaudited consolidated financial statements.
CENTENNIAL GROWTH EQUITIES, INC. NOTES TOUNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022
NOTE 1 – ORGANIZATION AND OPERATIONS
Centennial Growth Equities, Inc. (the “Company”), was incorporated in the State of Colorado on June 8, 2000. The management is changing the direction of the Company to be a product development and marketing company. The Company is in the process of developing a line of products for camping, travel and emergency, all of which will be marketed under a company logo.
On February 19, 2020, the Company created a subsidiary, Venture Growth Equities, Inc., a Colorado corporation, of which 100 shares of common stock was issued to Centennial Growth Equities, making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.
On February 28, 2020, the Company created a subsidiary, Centennial Ventures, Inc., a Colorado corporation, of which 100 shares of common stock was issued to Centennial Growth Equities, Inc., making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.
Mr. Ray was appointed as a Director, CEO, CFO, Secretary and Treasurer of the Company and Mrs. A. Terry Ray, the wife of Mr. Ray, was appointed as a Director of the Company.
On January 6, 2022, Venture Growth Equities, Inc, was spun out and signed over to Mr. Ray, thus no longer making it a subsidiary of the Company.
As a result of the purchase by Dimitar Slavchev Savov of a total of 11,489,000 (87%) shares of common stock of the Corporation from Mr. Ray and other shareholders, a change in control of the Company occurred as of April 1, 2022.
Effective as of March 31, 2022, the board of directors appointed Dimitar Slavchev Savov, and Clifford Redekop to serve as the Registrant’s Directors.
On March 31, 2022, Mr. Phil E. Ray resigned his position as a Director, President and Chief Executive Officer of the Company.
On March 31, 2022, Mrs. A. Terry. Ray resigned her position as a Director and Secretary of the Company.
On April 1, 2022, the board of directors accepted the resignations of Mr. Phil E. Ray and Mrs. A. Terry Ray and appointed Dimitar Slavchev Savov to serve as President, CEO, CFO and Clifford Redekop to serve as Secretary of the Corporation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
7
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of March 31, 2022 and December 31, 2021, the Company had no cash equivalents.
Principles of Consolidation The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Centennial Growth Equities and Centennial Ventures, Inc. There has been no activity in either subsidiary as of March 31, 2022.
Recent Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
As reflected in the unaudited consolidated financial
statements, the Company has an accumulated deficit of $158,015 as of March 31, 2022, has no current operations and has generated no income to date. These factors raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through offerings of debt securities, or through borrowings from financial institutions. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company considers all new accounting pronouncements and management has determined that there have been no other recently adopted or issued accounting standards that had or will have a material impact on its financial statements.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2022 and 2021, Mr. Ray
loaned the Company $6,000 and $5,500, respectively.
In conjunction with the sale of the majority shares of the
Company and the change in ownership, Mr. Ray forgave the $30,018 that was due to him from the Company. The $30,018 has been credited to additional paid in capital.
NOTE 5 - SUBSEQUENT EVENTS
Management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited consolidated financial statements other than the following.
On April 1, 2022, the board of directors accepted the resignations of Mr. Phil E. Ray and Mrs. A. Terry Ray and appointed Dimitar Slavchev Savov to serve as President, CEO, CFO and Clifford Redekop to serve as Secretary of the Corporation.
On April 7, 2022, the Company signed with “VITAL FE” Joint Stock Company (“VITAL”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of Thymus Nuclear Glycoprotein (“TNG”). VITAL holds the technology to manufacture TNG and the intellectual property for Phase III Clinical Trial on TNG, started in 1997 and completed in 1998 in Infectious Diseases Hospital, Sofia on 20 patients suffering from AIDS in the advanced stages of the disease. The results of the clinical trial show that TNG has a significant place in the treatment of HIV. Under the terms of the agreement the Company has agreed to pay VITAL $80,000 or issue the equivalent number of Preferred shares at a $0.01 cost basis per share to a party elected by VITAL. VITAL has elected for 8,000,000 shares of Preferred shares to be issued in the name of Dimitar Slavchev Savov. Dimitar Savov is Managing Director and owner of 70% stake in VITAL.
On April 7, 2022, the Company signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely Palmcarotilen and Fiziolong.
8
Palmcarotilen is a dietary supplement in the form of
soft gelatin capsules that improves and regulates the metabolism of the epithelial cells and protects them from degenerative alterations. It favorably affects embryonic development; the regulation of the growth and division of the cells; stimulates the growth of the bone tissue; favorably affects the function of the gonads; increases and maintains high level of the immune system. Fiziolong is a dietary food supplement in the form of hard gelatin capsules, which serves as general stimulant for those in a period of convalescence, as well as in situations of high mental and physical loads, and for the recovery in sports. Under the terms of the agreement the Company has agreed to pay MICAR $20,000 or issue the equivalent number of Preferred shares at a $0.01 cost basis per share to a party elected by MICAR. MICAR has elected for 2,000,000 shares of Preferred shares to be issued in the name of Dimitar Slavchev Savov. MICAR is wholly owned by Dimitar Savov and he acts as its Managing Director.
On April 8, 2022, the Company filed a certificate of designation establishing the rights and preference of preferred stock with the Secretary of State of Colorado, which modified the rights of owners of Preferred Stock. Each outstanding share of the series of Preferred Stock shall be entitled to one thousand (1,000) votes on each matter submitted to a vote. Shares of Preferred Stock shall, with respect to dividend rights, rights on redemption and rights on liquidation, winding up and dissolution, rank pari passu with all classes of Common Stock.
As of April 11, 2022, due to the acquisitions discussed above and updated business scope, Centennial Growth Equities, Inc. is no longer designated as a shell company.
On April 29, 2022, the Company issued 5,000,000 shares of
common stock pursuant to the terms of an Intermediation Agreement with the goal of getting national distribution of the Company’s dietary supplements Fiziolong and Palmcarotilen in the North American markets.
On April 29, 2022, the Company issued 5,000,000 shares of
common stock to Noble Investment Corp. pursuant to the terms of a Consulting Services Agreement for the goal of getting an active trading symbol and placing the Company’s common stock on OTC Markets.
On April 29, 2022, the Company issued 2,500,000 shares of
common stock to Mariya Radivoeva pursuant to the terms of a Services Agreement with the goal of creating a coherent brand that reflects the entry of Centennial Growth Equities into the pharmaceutical industry.
On April 29, 2022, the Company issued 2,500,000 shares of
common stock to Kubrat Radivoev pursuant to the terms of a Services Agreement with the goal of construction and maintenance of the Company’s own production facility.
Item 2. Management’s Discussion and Analysis of FinancialCondition and Results of Operations
Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-lookingstatements” that include information relating to future events, future financialperformance, strategies, expectations, competitive environment, regulation andavailability of resources. These forward-looking statements include, withoutlimitation, statements regarding: proposed new products or services; ourstatements concerning litigation or other matters; statements concerningprojections, predictions, expectations, estimates or forecasts for our business,financial and operating results and future economic performance; statements ofmanagement’s goals and objectives; trends affecting our financial condition,results of operations or future prospects; our financing plans or growthstrategies; and other similar expressions concerning matters that are nothistorical facts. Words such as “may,” “will,” “should,” “could,” “would,”“predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,”“intends,” “plans,” “believes” and “estimates,” and similar expressions, as wellas statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guaranteeof future performance or results and will not necessarily be accurateindications of the times at, or by which, that performance or those results willbe achieved. Forward-looking statements are based on information available atthe time they are made and/or management’s good faith belief as of that timewith respect to future events and are subject to risks and uncertainties thatcould cause actual performance or results to differ materially from thoseexpressed in or suggested by the forward-looking statements. We assume noobligation to update forward-looking statements to reflect actual results,changes in assumptions or changes in other factors affecting forward-lookinginformation, except to the extent required by applicable securities laws. If wedo update one or more forward-looking statements, no inference should be drawnthat we will make additional updates with respect to those or otherforward-looking statements.
Business Overview
Centennial Growth Equities, Inc. was incorporated in the State of Colorado on June 6, 2000. Pursuant to the terms of a stock purchase agreement resulting in a change of control the Company is changing its business to focus on the following.
On April 7, 2022, the Company signed with “VITAL FE” Joint Stock Company (“VITAL”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of Thymus Nuclear Glycoprotein (“TNG”). VITAL holds the technology to manufacture TNG and the intellectual property for Phase III Clinical Trial on TNG, started in 1997 and completed in 1998 in Infectious Diseases Hospital, Sofia on 20 patients suffering from AIDS in the advanced stages of the disease. The results of the clinical trial show that TNG has a significant place in the treatment of HIV.
On April 7, 2022, signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely Palmcarotilen and Fiziolong. Palmcarotilen is a dietary supplement in the form of soft gelatin capsules that improves and regulates the metabolism of the epithelial cells and protects them from degenerative alterations. It favorably affects embryonic development; the regulation of the growth and division of the cells; stimulates the growth of the bone tissue; favorably affects the function of the gonads; increases and maintains high level of the immune system. Fiziolong is a dietary food supplement in the form of hard gelatin capsules, which serves as general stimulant for those in a period of convalescence, as well as in situations of high mental and physical loads, and for the recovery in sports.
Critical Accounting Policies, Judgments and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Results of Operations for the three months ended March 31,2022 compared to the three months ended March 31, 2021.
As of March 31, 2022, the Company has had no revenue.
Operating expenses primarily consist of costs related to filing the Form 10-K and Form 10-Qs for the Company, including audit and accounting expense and filing fees. For the three months ended March 31, 2022, total operating expenses were $6,316 compared to $5,754 during the three months ended March 31, 2021.
During the three months ended March 31, 2022, the Company incurred a net loss of $6,316, compared to a net loss of $5,754 during the three months ended March 31, 2021. The increase in net loss was related to the increase in operating expenses described above.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $6,316 for the three months ended March 31, 2022, compared to $5,754 for the three months ended March 31, 2021.
Investing Activities
We neither generated nor used cash in investing activities during the three months ended March 31, 2022 and 2021.
Financing Activities
Cash flows provided by financing activities were $6,000 in loan proceeds from a related party and $5,500 during the three months ended March 31, 2022 and 2021, respectively.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations and has an accumulated deficit of $158,015. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISKS.
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended March 31, 2022.
The following aspects of the Company were noted as potential material weaknesses:
| • | lack of an audit committee |
|---|---|
| • | lack of separation of duties |
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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.
Changes in Internal Controls
Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.
Item 1A. Risk Factors.
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under this item.
Item 2. Unregistered Sales of Equity Securities and Use ofProceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | |
|---|---|
| No. | Description |
| 31.1 | Rule 13a14(a)/15d-14(a)<br> Certification of Chief Executive Officer and Chief Financial Officer |
| 32.1 | Section 1350 Certification of Chief Executive<br> Officer and Chief Financial Officer |
| 101.INS* | Inline XBRL Instance<br> Document(1) |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema<br> Document(1) |
| 101.CAL* | Inline XBRL Taxonomy Extension<br> Calculation Linkbase Document(1) |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition<br> Linkbase Document(1) |
| 101.LAB* | Inline XBRL Taxonomy Extension<br> Label Linkbase Document(1) |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation<br> Linkbase Document(1) |
Signatures
Pursuant to the requirements of Section 13(a) or 15(d) 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.
| Centennial Growth Equities, Inc. | ||
|---|---|---|
| Date: May 12, 2022 | By: | /s/ Dimitar Slavchev Savov |
| Dimitar Slavchev Savov, Chief Executive<br> Officer, | ||
| Director |
Centennial Growth Equities, Inc.: Exhibit 31.1 - Filed by EDGARhub LLC
EXHIBIT 31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dimitar Slavchev Savov, certify that:
| 1. | I have reviewed this report on Form 10-Q. | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any<br> untrue statement of a material fact or omit to state a material fact<br> necessary to make the statements made, in light of the circumstances under<br> which such statements were made, not misleading with respect to the period<br> covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and<br> other financial information included in this report, fairly present in all<br> material respects the financial condition, results of operations and cash<br> flows of the registrant as of, and for, the periods presented in this<br> report; | |
| 4. | The registrant’s other certifying officer(s) and I are<br> responsible for establishing and maintaining disclosure controls and<br> procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and<br> internal control over financial reporting (as defined in Exchange Act<br> Rules 13a-15(f) and 15d-15(f)) for the registrant and<br> have: | |
| a) | Designed such disclosure controls and procedures or<br> caused such disclosure controls and procedures to be designed under our<br> supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiaries, is made known to us<br> by others within those entities, particularly during the period in which<br> this report is being prepared; | |
| --- | --- | |
| b) | Designed such internal control over financial reporting,<br> or caused such internal control over financial reporting to be designed<br> under our supervision, to provide reasonable assurance regarding the<br> reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted<br> accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s<br> disclosure controls and procedures and presented in this report our<br> conclusions about the effectiveness of the disclosure controls and<br> procedures, as of the end of the period covered by this report based on<br> such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s<br> internal control over financial reporting that occurred during the<br> registrant’s most recent fiscal quarter (the registrant’s fourth fiscal<br> quarter in the case of an annual report) that has materially affected, or<br> is reasonably likely to materially affect, the registrant’s internal<br> control over financial reporting; and | |
| 5. | The registrant’s other certifying officer(s) and I have<br> disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee<br> of registrant’s board of directors (or persons performing the equivalent<br> functions): | |
| --- | --- | |
| a) | All significant deficiencies and material weaknesses in<br> the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the registrant’s ability to<br> record, process, summarize and report financial information; and | |
| --- | --- | |
| b) | Any fraud, whether or not material, that involves<br> management or other employees who have a significant role in the<br> registrant’s internal control over financial<br>reporting. | |
| Date: May 12, 2022 | By: | /s/ Dimitar Slavchev Savov |
| --- | --- | --- |
| Dimitar Slavchev Savov | ||
| Chief Executive Officer, Director |
Centennial Growth Equities, Inc.: Exhibit 32.1 - Filed by EDGARhub LLC
EXHIBIT 32.1
CERTIFICATION
Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of Centennial Growth Equities Inc. (the “Company”) for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dimitar Slavchev Savov, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of<br> Section 13(a) or 15(d) of the Securities Exchange Act of 1934;<br> and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents,<br> in all material respects, the financial condition and results of<br> operations of the Company. | |
| Date: May 12, 2022 | By: | /s/ Dimitar Slavchev Savov |
| --- | --- | --- |
| Dimitar Slavchev Savov | ||
| Chief Executive Officer, Director |
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.