Nika Pharmaceuticals, Inc 10-Q/A for FY2024 Q2
Nika Pharmaceuticals, Inc (NIKA)
About this 10-Q/A
Nika Pharmaceuticals, Inc filed this 10-Q/A on November 1, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $156
- Net loss
- $54.8K
- compared with a net loss of $27.81K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
OR
For the transition period
______________________________________________________________________________________________________________________
Commission File No.:
(Exact name of the small business issuer as specified in its charter)
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
(Address of principal executive offices)
(
(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.
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).
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 | ☐ |
| ☒ | 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 Act).
Yes
☐
The number of shares of Common Stock, $0.0001 par value of the registrant outstanding at October 25, 2024 was .
TABLE OF CONTENTS
Item 1. Consolidated Financial Statements
NIKA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2024 | December 31, 2023 | |||||
| ASSETS | (Unaudited) | (Audited) | ||||
| Current Assets: | ||||||
| Cash | $ | |
$ | |
||
| Inventory | ||||||
| Accounts receivable | ||||||
| Other receivables | ||||||
| Total current assets | ||||||
| Property, plant, and equipment: | ||||||
| Property | $ | |
||||
| Total Property, plant, and equipment: | $ | |
$ | |||
| Total assets: | $ | |
$ | |
||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| Current Liabilities: | ||||||
| Accounts payable and other liabilities | $ | |
$ | |||
| Due to related parties | $ | |
$ | |
||
| Total Current Liabilities | $ | |
$ | |
||
| Total Liabilities | $ | |
$ | |
||
| Commitments and contingencies | ||||||
| Stockholders' Deficit: | ||||||
|
Preferred Stock; par value
$; shares authorized; and shares issued and outstanding, respectively |
||||||
|
Common Stock; par value $;
shares authorized; and shares issued and outstanding, respectively |
||||||
| Additional paid-in capital | ||||||
| Accumulated other comprehensive income | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| Total Stockholders' Deficit | ( |
) | ( |
) | ||
| Total Liabilities and Stockholders' Deficit | $ | |
$ | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
| NIKA PHARMACEUTICALS, INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| For the Three Months Ended | For the Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue | $ | |
$ | $ | |
$ | ||||||
| Operating Expenses: | ||||||||||||
| General and administrative | $ | |
$ | |
$ | |
$ | |||||
| Professional fees | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Loss before provision for income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Provision for income taxes | ||||||||||||
| Net Loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Other comprehensive income: | ||||||||||||
| Foreign currency translation adjustment | ||||||||||||
| Comprehensive Loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
| Weighted average common shares outstanding,
basic and diluted |
||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
NIKA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2024 AND 2023
(Unaudited)
| Additional | Other | Total | ||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Loss | Equity | |||||||||||||||||
| Balance, December 31, 2023 | $ | |
$ | |
$ | |
$ | ( |
) | $ | $ | ( |
) | |||||||||||
| Common control merger | — | — | $ | |
( |
) | ( |
) | ||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||
| Balance, March 31, 2024 | ( |
) | ( |
) | ||||||||||||||||||||
| Common control merger | ( |
) | ||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||
| Balance, June 30, 2024 | $ | |
$ | |
$ | |
$ | ( |
) | $ | $ | ( |
) | |||||||||||
| Other | Total | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Loss | Deficit | |||||||||||||||||
| Balance, December 31, 2022 | $ | |
$ | |
$ | |
$ | ( |
) | $ | $ | ( |
) | |||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||
| Balance, March 31, 2023 | ( |
) | ( |
) | ||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||
| Balance, June 30, 2023 | $ | |
$ | |
$ | |
$ | ( |
) | $ | $ | ( |
) | |||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
NIKA PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||
| June 30, | ||||||
| 2024 | 2023 | |||||
| Cash flows from operating activities: | ||||||
| Net Loss | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Common control merger | ( |
) | ||||
| Common control acquisition | ( |
) | ||||
| Changes in operating assets and liabilities: | ||||||
| Inventory | ( |
) | ||||
| Accounts receivables | ( |
) | ||||
| Other receivables | ( |
) | ||||
| Accounts payable and accruals | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| Cash flows from investing activities: | ||||||
| Cash flows from financing activities: | ||||||
| Loans from related parties | ||||||
| Net cash provided by financing activities | ||||||
| Net change in cash | ( |
) | ||||
| Cash, beginning of period | ||||||
| Cash, end of period | $ | |
$ | |
||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for taxes | $ | $ | ||||
| Cash paid for interest | $ | $ | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
NIKA PHARMACEUTICALS, INC.
NOTES TO AUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024
NOTE 1 – ORGANIZATION AND OPERATIONS
Nika Pharmaceuticals, Inc. (the “Company” “Nika”), was incorporated in the State of Colorado on June 8, 2000.
On February 19, 2020, the Company created a subsidiary, Venture Growth Equities, Inc., a Colorado corporation, of which shares of common stock was issued to the Company, 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 shares of common stock was issued to the Company., 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 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.
As of April 11, 2022, due to the acquisitions of Exclusive Rights Agreements (Note 5) and the updated business scope, the Company is no longer designated as a shell company.
On May 17, 2022, the Company files Amended and Restated Articles of Incorporation changing the name of the Company from Centennial Growth Equities, Inc to Nika Pharmaceuticals, Inc.
On October 11, 2022, the Company acquired a
On January 25, 2024, the Company’s common stock was listed on OTC Markets PINK under the symbol, NKPH, which was later voluntarily changed to NIKA effective May 6, 2024.
Common Control Mergers
On February 12, 2024, the Company signed an Agreement and Plan of Merger (the “Merger”) with
Nika BioTechnology, Inc. (OTCMKTS: NIKA). Pursuant to the Merger agreement Nika BioTechnology, Inc., (the Target company), was merged
with and into the Company, the separate corporate existence of the Target shall cease, and the Company shall continue as the surviving
consolidated entity. Nika BioTechnology, Inc., owned a
The transaction was accounted for as a common control merger. As a result, the assets and liabilities assumed will be recorded on the Company’s financial statements at their respective carry-over basis. Under ASC 805, “Business Combinations,” the Company will record the common control merger as of the earliest date presented in the financial statements. Although the accounting is not yet complete, the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. All amounts are considered provisional until a more thorough analysis of the acquisition can be completed.
On March 4, 2024, the Company amended its Articles of Incorporation, in which the authorized Preferred Stock was increased to pursuant to the approved by the BOD and shareholders Plan and Merger Agreement.
7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying audited 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, 2024. These audited 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, 2023.
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.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the six months ended June 30, 2024.
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 June 30, 2024 and December 31, 2023, the Company had no cash equivalents.
Principles of Consolidation
The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries, Centennial Ventures, Inc, Nika
Pharmaceuticals, Ltd and our
Translation Adjustment
The accounts of the Company’s subsidiaries, Nika Europe, Ltd and Nika Pharmaceuticals, Ltd, are maintained in Bulgarian Lev. In accordance with the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital and income statement items are translated at the historical rates for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.
Inventories
Inventories are valued using the weighted average cost
method. The Company’s current inventory is with Nika Europe
and is comprised of trial batches of the dietary supplements Hypocholestin,
Silymaron, Anthocylen C, Biodetoxin that were produced on March 29, 2024. The
value of the inventory is the direct cost of production by a third-party
manufacturer. If there is evidence that the inventory’s value is less
than its stated cost, the inventory is reduced to market value. As of June 30,
2024, the Company has $
8
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques, used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below.
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
|
Level 2: |
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:
| • | Identification of a contract with a customer; | |
| • | Identification of the performance obligations in the contract; | |
| • | Determination of the transaction price; | |
| • | Allocation of the transaction price to the performance obligations in the contract; and | |
| • | Recognition of revenue when or as the performance obligations are satisfied. |
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.
The Company recognized its first revenue of $156 in the second quarter from the sale of our dietary supplements.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock including all potentially outstanding shares of common stock during the period, unless the effect is anti-dilutive. There are no potentially dilutive shares as of June 30, 2024 or 2023.
9
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 audited consolidated financial statements,
NOTE 4 – RELATED PARTY TRANSACTIONS
During the period June 30, 2024 and December 31, 2023, Dimitar Slavchev Savov, CEO, advanced the Company $
Exclusive Rights Agreements
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 issued shares of Preferred stock to be issued in the name of Dimitar Slavchev Savov.
Dimitar Savov is Managing Director and owner of
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 Carotilen and Physiolong. Carotilen
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. Physiolong 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 issued
shares of Preferred stock to be issued in the name of Dimitar Slavchev Savov. MICAR is wholly owned by Dimitar Savov and he
acts as its Managing Director. The shares were valued based on the equivalent number of votes for common shares. The 2,000,000,000
(2 billion) equivalent common shares were valued at $, the last sale price for common shares, (as there is currently no
trading volume), for total non-cash expense of $
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.
Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.
Adjustments for Consolidation and Elimination of Revaluation Reserve
In accordance with US GAAP requirements, the consolidated financial statements of Nika Pharmaceuticals, Inc. are prepared on a historical cost basis for property, plant, and equipment. Certain subsidiaries, which report under International Financial Reporting Standards (IFRS), apply the revaluation model to measure their property, plant, and equipment at fair value, with the resulting revaluation surplus recognized in equity as a revaluation reserve.
For the purposes of consolidation into the Group's US GAAP financial statements, any revaluation reserves recognized under IFRS are eliminated, and the affected assets are adjusted back to their historical cost basis in accordance with US GAAP. As a result, the revaluation reserve of $1,848,030, recorded in the standalone financial statements of the subsidiary, has been removed in the consolidated financial statements, and the related assets have been reported at their historical cost of $168,259. Additionally, any subsequent depreciation, amortization, or gains/losses on disposal of these assets are calculated based on the adjusted historical cost in compliance with US GAAP.
10
Property and equipment stated at cost, less accumulated depreciation consisted of the following:
| June 30, | |||
| 2024 | |||
| Buildings | |||
| Total | $ | |
NOTE 6 – COMMON STOCK
During the six months ended June 30, 2024, pursuant to the terms of the Merger with Nika BioTechnology, Inc (Note 1), the Company issued shares of common stock of the shares to be issued.
NOTE 7 – PREFERRED STOCK
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.
On August 19, 2022, the Company filed an Article of Amendment to reflect a change of the par value of the Preferred Stock from to per share.
On March 4, 2024, the Company amended its Articles of Incorporation, in which the authorized Preferred Stock was increased to pursuant to the approved by the BOD and shareholders Plan and Merger Agreement.
During the six months ended June 30, 2024, pursuant to the terms of the Merger with Nika BioTechnology, Inc (Note 1), the Company issued shares of preferred stock.
NOTE 8 – COMMON CONTROL MERGER
On February 12, 2024, the Company signed an Agreement and Plan
of Merger (the “Merger”) with Nika BioTechnology, Inc. Pursuant to the Merger
agreement Nika BioTechnology, Inc., (the Target company), was merged with and
into the Company, the separate corporate existence of the Target shall
cease, and the Company shall continue as the surviving consolidated entity. Nika
BioTechnology, Inc., owned a
| Cash | $ | ||
| Inventory | $ | ||
| Accruals | $ | ( |
) |
| Due to related parties | $ | ( |
) |
| Additional paid in capital | $ | ( |
) |
| Accumulated deficit | $ | ||
| General and administrative expenses | $ |
11
NOTE 9 – OTHER EVENTS
On August 31, 2022, the company signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which Nika is appointed as an exclusive representative for the production and sale of the dietary supplements Hypocholestin, Dry Boza, Anthocylen C, Fructin, Biodetoxin, Sylimaron within the territories of Europe, Asia, Africa, South America, North America and Australia.
On August 1, 2022, the Company signed a Joint Business
Agreement with Immunotech Laboratories BG, Ltd. through which the two companies
are combining their efforts to realize the registration, production and
distribution of medicinal products based on the Inactivated Pepsin Fraction
(“IPF”) platform with U.S. Patents Nº 7,479,538, 7,625,565, 8,066,982,
8,067,531, 8,309,072. There have been no additional consideration or assets
involved as part of the transaction. The duration of the agreement is for a
period of 9 years and will renew automatically for another 9 years unless there
are reasonable objections to the renewal by one of the parties. Dimitar Slavchev
Savov owns
On April 12, 2024, Nika Pharmaceuticals, Inc., through its
subsidiary Nika Europe Ltd., acquired four technologies, three of which are for
generic drugs and one for a dietary supplement. The technologies were purchased
from Alliance for Intellectual Property in the Field of Pharmacy, Chemistry,
and Biology (“AIPFPCB”) for a total price of 75,000 BGN (equivalent to
around
On April 23, 2024, Nika Europe, Ltd. signed a Supply Agreement
with Shanghai Marya Pharmaceutical Engineering & Project Co., Ltd. for the
purchase, supply, and installation of a complete vial production line equipment
adhering to Good Manufacturing Practice (GMP) standards, costing $
Effective April 29, 2024, Nika Pharmaceuticals, Ltd., a limited
liability company registered in Bulgaria with UIC: 175420503, made a
non-monetary in-kind contribution of a production building and land to the
capital of Nika Europe, Ltd. The building and land were officially valued at
3,683,800 BGN (
On April 29, 2024 pursuant to decision of the shareholders for
in-kind contribution of factory building and land the capital of Nika Europe,
Ltd. increased to 3,684,300 BGN (
The accounts and amounts included in the Company’s consolidated financial statements upon acquisition are as follows.
| Cash | $ | 2,732 | |
| Accounts receivable | $ | 196,394 | |
| Other receivables | $ | 4,080 | |
| Accounts payable | $ | (4,638 | ) |
| Due to related parties | $ | (427,133 | ) |
| Additional paid in capital | $ | (2,791 | ) |
| Accumulated deficit | $ | (49,212 | ) |
| General and administrative expenses | $ | (39,210 | ) |
12
Effective May 6, 2024, the Company completed a voluntary symbol change from NKPH to NIKA, and will trade its common stock under NIKA from hereon.
NOTE 10 - SUBSEQUENT EVENTS
On August 18, 2024, based on recommendation of Clifford
Redekop, officer and director, the board of directors found it in the Nika
Pharmaceuticals Inc.’s best interest to cancel the acquisition of Nika
Pharmaceuticals, Ltd., UIC: 175420503 that was made effective on May 9, 2024 and
disclosed via Form 8-K on May 10, 2024. The procedure to return the
On August 21, 2024 Nika Pharmaceuticals, Inc.’s independent accountant Fruci & Associates II, PLLC tendered its resignation. The members of the board of directors have discussed the issue with the former independent accountant, and Nika Pharmaceuticals, Inc. has authorized the former independent accountant to respond fully to the inquiries of the successor accountant concerning historical data.
On August 22, 2024, Nika Pharmaceuticals, Inc. terminated its engagement of its accounting firm, Rachel Boulds, CPA, as the Company discovered that the accounting firm no longer has the necessary expertise to prepare the Company’s quarterly and financial reports due to the increased complexity, to which Rachel Boulds admitted on August 15, 2024.
On September 10, 2024, Nika Pharmaceuticals, Inc. engaged Velikov Accounting Services LTD to prepare its quarterly and annual financial reports. The Company is glad that it has found a competent accounting firm that has the necessary expertise in both US GAAP and IFRS, which will allow it to cater to the Company’s international accounting needs.
On September 11, 2024, Nika Pharmaceuticals, Inc. signed a
production agreement with Nika Europe, Ltd., under which Nika Europe will
produce ITV-1 for an estimated framework price of $
On September 23, 2024, Nika Pharmaceuticals, Inc. engaged the firm of OLAYINKA OYEBOLA & CO (Chartered Accountants) to serve as the independent accountant to audit the company’s financial statements. As a result, the accompanying financial statements have been reviewed, for which reason the Company files this amendment.
On October 2, 2024, Nika Pharmaceuticals, Inc. made a discovery, which led it to consider that it is in the best interest not to continue its engagement of independent accountant OLAYINKA OYEBOLA & CO (Chartered Accountants). No services had been performed by OLAYINKA OYEBOLA & CO (Chartered Accountants) prior to the termination of the engagement on October 2, 2024.
On October 5, 2024, Nika Pharmaceuticals, Inc. engaged the firm of Boladale Lawal & Co (Chartered Accountants) to serve as the independent accountant to audit the company’s financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Unless the context indicates otherwise, as used in this Quarterly Report, the terms “Nika,” “we,” “us,” “our,” “our company” and “our business” refer to Nika Pharmaceuticals, Inc.., including its subsidiaries. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Business Overview
Nika Pharmaceuticals, 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 Carotilen and Physiolong. Carotilen 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. Physiolong 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.
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On August 1, 2022, the Company signed a Joint Business Agreement with Immunotech Laboratories BG, Ltd. through which the two companies are combining their efforts to realize the registration, production and distribution of medicinal products based on the Inactivated Pepsin Fraction (“IPF”) platform with U.S. Patents Nº 7,479,538, 7,625,565, 8,066,982, 8,067,531, 8,309,072. The duration of the agreement is for a period of 9 years and will be renewed automatically for another 9 years unless there are reasonable objections to the renewal by one of the parties.
On August 31, 2022, the company signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which Nika is appointed as an exclusive representative for the production and sale of additional 6 dietary supplements – Hypocholestin, Biodetoxin, Dry Boza, Fructin, Anthocylen C, Silymaron - within the territories of Europe, Asia, Africa, South America, North America and Australia.
On February 12, 2024, the Company signed an Agreement and Plan of Merger (the “Merger”) with Nika BioTechnology, Inc. (OTCMKTS: NIKA). Pursuant to the Merger agreement Nika BioTechnology, Inc., (the Target company), was merged with and into the Company, the separate corporate existence of the Target shall cease, and the Company shall continue as the surviving consolidated entity. Nika BioTechnology, Inc., owned a 40% stake in Nika Europe, Ltd. On October 11, 2022, the Company had acquired a 40% stake in Nika Europe, Ltd., so as of April 12, 2024, the Company has an 80% controlling interest in Nike Europe, through which the company will have a firm foothold on the markets of Europe, Asia, and Africa. Nika Europe is preparing the construction of a pharmaceutical factory that is comprised of different manufacturing facilities for the production of drugs in injection, tablet and other forms. The factory will have enough production capacity to secure the needs of Nika.
On April 12, 2024, Nika Pharmaceuticals, Inc., through its subsidiary Nika Europe Ltd., acquired four technologies, three of which are for generic drugs and one for a dietary supplement. The technologies were purchased from Alliance for Intellectual Property in the Field of Pharmacy, Chemistry, and Biology (“AIPFPCB”) for a total price of 75,000 BGN (equivalent to around 42,491 USD) that was paid by Dimitar Slavchev Savov who is an officer and director of Nika Pharmaceuticals, Inc. and the general manager of Nika Europe, Ltd. With the trade names pending, the three technologies for drugs in tablet form are scientifically named as MENTHYL VALERATE 0.06g, METAMIZOLE SODIUM 500mg, VINPOCETINE 10mg, with the dietary supplement named as TRIBULUS TERRESTRIS HERBA EXTRACTUM SICCUM 250mg.
On April 23, 2024, Nika Europe, Ltd. signed a Supply Agreement with Shanghai Marya Pharmaceutical Engineering & Project Co., Ltd. for the purchase, supply, and installation of a complete vial production line equipment adhering to Good Manufacturing Practice (GMP) standards, costing $957,670. Dimitar Savov has paid the initial down payment of $191,534 from his personal money. The equipment is scheduled to be produced, delivered, and installed in the Bulgarian production building by the end of Q4, 2024.
Effective April 29, 2024, Nika Pharmaceuticals, Ltd., a limited liability company registered in Bulgaria with UIC: 175420503, made a non-monetary in-kind contribution of a production building and land to the capital of Nika Europe, Ltd. The building and land were officially valued at 3,683,800 BGN ($2,016,562) USD by three independent valuators appointed by the Bulgarian Registry Agency. As a result, the capital of Nika Europe, Ltd. was increased to 3,684,300 BGN. At the time of the transaction, Dimitar Savov owned 100% of Nika Pharmaceuticals, Ltd. and was the company’s general manager.
Effective May 6, 2024, the Company completed a voluntary symbol change from NKPH to NIKA, and will trade its common stock under NIKA from hereon.
Effective May 9, 2024, Nika Pharmaceuticals, Inc. acquired 100% of Nika Pharmaceuticals, Ltd. The ownership was acquired from Dimitar Slavchev Savov for the nominal value of the capital of the company, 5,000 BGN. Simply put, with the May 9, 2024 acquisition of Nika Pharmaceuticals, Ltd., Nika Pharmaceuticals, Inc. now practically owns 99.99% in Nika Europe, Ltd. and becomes the beneficial owner of a factory building and land valued at 2,016,562 USD, situated in a strategic location in Sofia Province, which were originally purchased and renovated by Dimitar Savov at his own personal expense.
Results of Operations for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.
Revenue
The Company recognized its first revenue of $156 in the second quarter from the sale of our dietary supplements.
General and Administrative
General and Administrative (“G&A”) expenses have primarily consisted of costs related to filing the Form 10-K and Form 10-Qs for the Company, including audit and accounting expense and filing fees, but have now increased for other costs incurred by our subsidiaries. For the three months ended June 30, 2024, G&A expenses were $39,999 compared to $21,001 during the three months ended June 30, 2023, an increase of $18,998. Much of the increase in G&A expense is due to Nika Europe.
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Professional Fees
For the six months ended June 30, 2024, professional fees were $52,457 compared to $25,505 during the six months ended June 30, 2023, an increase of $26,952 or 106%. Professional fees consist mostly of legal, audit and accounting fees.
Net Loss
For the six months ended June 30, 2024, the Company incurred a net loss of $104,395, compared to a net loss of $47,376 during the six months ended June 30, 2023.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $523,066 for the six months ended June 30, 2024, compared to $47,376 for the six months ended June 30, 2023. The increase in net cash used is due to the additional activity for the Nika Bio, Nika Europe and Nika Pharmaceuticals, Ltd.
Investing Activities
We neither generated nor used cash in investing activities during the six months ended June 30, 2024 and 2023.
Financing Activities
During the six months ended June 30, 2024, we received $530,552 in loan proceeds from related parties. Compared to $57,565 in the prior period.
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 no revenue. 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.
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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.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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 June 30, 2024.
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 June 30, 2024, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
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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 of Proceeds.
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) Certification of Chief Executive Officer and Chief Financial Officer | |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | |
| 101.INS* | Inline XBRL Instance Document(1) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document(1) | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document(1) | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document(1) | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document(1) | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation 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.
| Nika Pharmaceuticals, Inc. | ||
| Date: October 31, 2024 | By: | /s/ Dimitar Slavchev Savov |
| Dimitar Slavchev Savov, Chief Executive Officer, | ||
| Director | ||
17
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 untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) |
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 31, 2024 | By: | /s/ Dimitar Slavchev Savov |
| Dimitar Slavchev Savov | ||
| Chief Executive Officer, Director |
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 Nika Pharmaceuticals, Inc. (the “Company”) for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dimitar SlavchevSavov, 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 Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: October 31, 2024 | 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.