Nika Pharmaceuticals, Inc 10-Q, filed Aug 21, 2023
Nika Pharmaceuticals, Inc (NIKA)
About this 10-Q
Nika Pharmaceuticals, Inc filed this 10-Q on August 21, 2023, covering the quarter ended June 30, 2023.
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $27.81K
- compared with a net loss of $3.16M 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, par value of the registrant outstanding at August 15, 2023 was .
TABLE OF CONTENTS
2
Item 1. Consolidated Financial Statements
| NIKA PHARMACEUTICALS, INC. |
| CONSOLIDATED BALANCE SHEETS |
| (UNAUDITED) |
| June 30, 2023 | December 31, 2022 | |||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash | $ | |
$ | |
||
| Total current assets | ||||||
| Total Assets | $ | |
$ | |
||
| LIABILITIES ANDSTOCKHOLDERS’ DEFICIT | ||||||
| Current Liabilities: | ||||||
| Due to related party | $ | |
$ | |
||
| Total Current Liabilities | ||||||
| Total Liabilities | ||||||
| Commitments and contingencies | ||||||
| Stockholders' Deficit: | ||||||
| Preferred Stock; par value ; shares authorized; shares issued and outstanding | ||||||
| Common Stock; par value ; shares authorized; shares issued and outstanding | ||||||
| Additional paid-in capital | ||||||
| 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. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| For the Three Months Ended | For the Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Operating Expenses: | ||||||||||||
| General and administrative | $ | |
$ | |
$ | |
$ | |||||
| Consulting expense | ||||||||||||
| Development expense | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Loss before provision for income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Provision for income taxes | ||||||||||||
| Net 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. |
| CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT |
| FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 |
| (Unaudited) |
| Total | |||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Deficit | |||||||||||||||
| Balance, December 31, 2022 | $ | |
$ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||||||
| Net loss | — | — | ( |
) | ( |
) | |||||||||||||||
| Balance,March 31, 2023 | ( |
) | ( |
) | |||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | |||||||||||||||
| Balance,June 30, 2023 | $ | |
$ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||||||
| Total | |||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Equity | |||||||||||||||
| Balance, December 31, 2021 | — | $ | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||||||
| Forgiveness of related party loans | — | — | |||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | |||||||||||||||
| Balance,March 31, 2022 | — | ( |
) | ||||||||||||||||||
| Common stock issued for cash | — | 30,000,000 | |||||||||||||||||||
| Common stock issued for services | — | 450,000,000 | |||||||||||||||||||
| Preferred stock issued for agreement | — | ||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | |||||||||||||||
| Balances as of June 30, 2022 | $ | |
$ | |
$ | |
$ | ( |
) | $ | |
||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
| NIKA PHARMACEUTICALS, INC. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| For the Six Months Ended | ||||||
| June 30, | ||||||
| 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||
| Net Loss | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Preferred stock issued | ||||||
| Common stock issued for services | ||||||
| Changes in operating assets and liabilities: | ||||||
| Accounts payable | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| Cash flows from investing activities: | ||||||
| Cash flows from financing activities: | ||||||
| Common stock issued for cash | ||||||
| Loans from related party | ||||||
| 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 | $ | $ | ||||
| Supplemental disclosure of non-cash investing and financing activity: | ||||||
| Forgiveness of related party debt | $ | $ | |
|||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
NIKA PHARMACEUTICALS, INC.
NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
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
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.
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, 2023. 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, 2022.
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 June 30, 2023 and December 31, 2022, the Company had no cash equivalents.
Principles of Consolidation
The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Centennial Growth Equities. There has been no activity in the subsidiary as of June 30, 2023.
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 $
NOTE 4 – RELATED PARTY TRANSACTIONS
In conjunction with the sale of the majority shares of the
Company and the change in ownership, Mr. Ray forgave the $
During the six months ended June 30, 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
8
NOTE 5 - COMMON STOCK
The Company and its Board of Directors approved a 30 for 1 stock dividend to be issued to all shareholders. The dividend became effective on . As a result, shares of common stock were issued. The stock dividend is considered to be a forward split in form; therefore, all shares throughout these financial statements have been retroactively adjusted to reflect the split.
On August 18, 2022, the Company Amended its Articles of Incorporation to change the par value of the common stock from to . As of June 30, 2023, there are shares of common stock issued and outstanding.
NOTE 6 - 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.
On August 18, 2022, the Company Amended its Articles of Incorporation to change the par value of the preferred stock from to .
Refer to Note 4 for preferred stock issued to a related party.
NOTE 7 – 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. 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.
On August 1, 2022, the Company signed a Cooperation Agreement with Nika BioTechnology, Inc. (OTCMKTS: NIKA) a Nevada Corporation. Pursuant to the agreement, all development of the prescription drug TNG, the dietary supplements Physiolong and Carotilen, as well as any future acquired other patents for prescription drugs and dietary supplements, shall be jointly developed by the parties. The costs of production and distribution will be financed by both parties in equal parts. The net profit – after deduction of all expenses and taxes – will be distributed between the parties in equal parts. The agreement is for a period of 15 years.
On October 11, 2022, the Company acquired a
NOTE 8 - SUBSEQUENT EVENTS
Management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has no material subsequent events to disclose in these consolidated financial statements.
9
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.
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 1, 2022, the Company signed a Cooperation Agreement with Nika BioTechnology, Inc. (OTCMKTS: NIKA) a Nevada Corporation. Pursuant to the agreement, 0ll development of the prescription drug TNG, the dietary supplements Physiolong and Carotilen, as well as any future acquired other patents for prescription drugs and dietary supplements, shall be jointly developed by the parties. The costs of production and distribution will be financed by both parties in equal parts. The net profit – after deduction of all expenses and taxes – will be distributed between the parties in equal parts. The agreement is for a period of 15 years.
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,
On October 11, 2022, the Company acquired a 40% stake in Nika Europe, Ltd. 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.
10
Results of Operations for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.
There has been no revenue to date.
General and Administrative
General and Administrative (“G&A”)expenses have primarily consisted of costs related to filing the Form 10-Kand Form 10-Qs for the Company, including audit and accounting expense and filing fees. For the three months ended June 30, 2023,G&A expenses were $27,806 compared to $6,010 during the three months ended June 30, 2022, an increase of $21,796 or 362.7% . The increase is due to the additional expense for audit, accounting and legal fees.
Consulting expense
Consulting expense was $0 and $150,000 for the three months ended June 30, 2023 and 2022, respectively. During the prior period the Company issued common stock for services for total non-cash consulting expense of $150,000.
Development expense
During the prior period the Company issued 10,000,000 shares of preferred stock per the terms of two Exclusive Rights Agreement (Note 4). The preferred shares were valued at $3,000,000.
Net Loss
During the three months ended June 30, 2023, the Company incurred a net loss of $27,806, compared to a net loss of $3,156,010 during the three months ended June 30, 2022. In the prior year we incurred additional expense for consulting of $150,000 and $3,000,000 for development expense.
Results of Operations for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.
There has been no revenue to date.
General and Administrative
General and Administrative (“G&A”)expenses have primarily consisted of costs related to filing the Form 10-Kand Form 10-Qs for the Company, including audit and accounting expense and filing fees. For the six months ended June 30, 2023,G&A expenses were $47,376 compared to $12,326 during the six months ended June 30, 2022, an increase of $35,050 or 284.4. The increase is due to the additional expense for audit, accounting and legal fees.
Consulting expense
Consulting expense was $0 and $150,000 for the six months ended June 30, 2023 and 2022, respectively. During the prior period the Company issued common stock for services for total non-cash consulting expense of $150,000.
Development expense
During the prior period the Company issued 10,000,000 shares of preferred stock per the terms of two Exclusive Rights Agreement (Note 4). The preferred shares were valued at $3,000,000.
Net Loss
During the six months ended June 30, 2023, the Company incurred a net loss of $47,376, compared to a net loss of $3,162,326 during the six months ended June 30, 2022. In the prior year we incurred additional expense for consulting of $150,000 and $3,000,000 for development expense.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $47,376 for the six months ended June 30, 2023, compared to $10,826 for the six months ended June 30, 2022.
11
Investing Activities
We neither generated nor used cash in investing activities during the six months ended June 30, 2023 and 2022.
Financing Activities
During the six months ended June 30, 2023, we received $57,565 in loan proceeds from our CEO. During the six months ended June 30, 2022, we received $8,972 in loan proceeds from a former related party and $10,000 from the sale of common stock.
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 $3,382,790. 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.
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, 2023.
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, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
12
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) |
13
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:August 21, 2023 | By: | /s/ Dimitar Slavchev Savov |
| Dimitar Slavchev Savov, Chief Executive Officer, | ||
| Director | ||
14
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; | |
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| 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 | |
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| 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: August 21, 2023 | 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, 2023, 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 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: August 21, 2023 | 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.