ASTIKA HOLDINGS INC. - Quarter Report: 2014 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2014
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
Commission file number 333-182113
____________________________
ASTIKA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Florida
(State or other jurisdiction of
incorporation or organization)
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27-4601693
(I.R.S. Employer
Identification Number)
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Level 1, 725 Rosebank Road
Avondale, Auckland, 1348, New Zealand
(Address of principal executive offices)
(64) 9 929 0502
(Issuer’s telephone number, including area code)
7000 W. Palmetto Park Road, suite 409
Boca Raton, Florida 33433
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
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Class
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Outstanding at August 11, 2014
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Common Stock, par value $.001 per share
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11,077,750 shares
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ASTIKA HOLDINGS, INC.
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PAGE
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3
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Item 1. Financial Statements (unaudited)
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3
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3
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4
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5
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6
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7
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11
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Item 4. Controls and Procedures
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11
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13
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Item 1. Legal Proceedings
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13
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13
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Item 3. Defaults Upon Senior Securities
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13
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Item 4. Mine Safety Disclosures
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13
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Item 5. Other Information
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13
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Item 6. Exhibits
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13
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14
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EX-31.1
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EX-32.1
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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ASTIKA HOLDINGS, INC. AND SUBSIDIARY
(Unaudited)
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ASSETS
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June 30,
2014
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December 31, 2013
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Current assets:
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Accounts receivable
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20
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20
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Total current assets
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$
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20
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$
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20
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Equipment, net of depreciation
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$
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2,185
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2,558
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Intangible assets, net of amortization
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4,503
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4,733
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Total assets
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$
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6,708
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$
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7,311
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
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Accounts Payable and accrued expenses
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$
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3,113
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$
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5,963
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Loan payable
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1,192
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1,162
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Loan payable- related party
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12,402
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-
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Total current liabilities
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$
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16,707
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$
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7,125
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Shareholders' Equity:
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Preferred Stock: 10,000,000 authorized;
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par value $0.001; zero issued and outstanding
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$
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-
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$
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-
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Common Stock: 140,000,000 shares authorized; par value $0.001;
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11,077,750 shares issued and outstanding
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11,078
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11,078
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Additional paid in capital
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112,782
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112,782
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Accumulated deficit
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(133,859
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)
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(123,674
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)
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Total Shareholders' Equity
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(9,999)
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186
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Total Liabilities and Shareholders' Equity
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$
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6,708
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$
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7,311
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Three months ended
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Three months ended
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Six months ended
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Six months ended
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June 30, 2014
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June 30, 2013
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June 30, 2014
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June 30, 2013
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REVENUE
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Revenue
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$ | - | $ | 374 | $ | - | $ | 1,052 | ||||||||
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Cost of Revenue
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$ | - | $ | - | $ | - | $ | - | ||||||||
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TOTAL REVENUE
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$ | - | $ | 374 | $ | - | $ | 1,052 | ||||||||
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OPERATING EXPENSES
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Selling, general & administrative
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$ | 5,906 | $ | 21,153 | $ | 9,926 | $ | 46,691 | ||||||||
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Amortization of intangible assets
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$ | 115 | $ | 115 | $ | 229 | $ | 229 | ||||||||
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Total Operating Expenses
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$ | 6,021 | $ | 21,268 | $ | 10,155 | $ | 46,920 | ||||||||
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OPERATING INCOME (LOSS)
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$ | (6,021 | ) | $ | (20,894 | ) | $ | (10,155 | ) | $ | (45,868 | ) | ||||
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Interest Expense, net
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$ | (15 | ) | $ | (25 | ) | $ | (30 | ) | $ | (51 | ) | ||||
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NET (LOSS)
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$ | (6,036 | ) | $ | (20,919 | ) | $ | (10,185 | ) | $ | (45,919 | ) | ||||
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Basic and Diluted Net Loss per Common Share
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$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
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Weighted Average Number of Common Shares
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11,077,750 | 11,077,750 | 11,077,750 | 11,077,750 | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Six months ended
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Six months ended
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June 30, 2014
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June 30, 2013
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| OPERATING ACTIVITIES | ||||||||
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Net Income
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$ | (10,185 | ) | $ | (45,919 | ) | ||
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Adjustments to reconcile Net Income
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to net cash provided by operations:
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Amortization
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230 | 229 | ||||||
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Depreciation
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373 | 303 | ||||||
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Interest Expense
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30 | 51 | ||||||
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Changes in Operating assets & liabilities
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Expenses paid on Company's behalf by related party
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12,402 | - | ||||||
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Accounts receivable
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- | 42 | ||||||
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Accounts payable and accrued expenses
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(2,850 | ) | (8,400 | ) | ||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ | - | $ | (53,694 | ) | |||
| INVESTING ACTIVITIES | ||||||||
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Cash paid for equipment
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$ | - | $ | (589 | ) | |||
| NET CASH USED IN INVESTING ACTIVITIES | $ | - | $ | (589 | ) | |||
| FINANCING ACTIVITIES | ||||||||
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Repayment of debt
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$ | - | $ | (1,000 | ) | |||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | $ | - | $ | (1,000 | ) | |||
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NET INCREASE (DECREASE) IN CASH
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$ | - | $ | (55,283 | ) | |||
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CASH, BEGINNING OF PERIOD
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$ | - | $ | 77,130 | ||||
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CASH, END OF PERIOD
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$ | - | $ | 21,847 | ||||
| Supplemental cash flow information and noncash financing activities: | ||||||||
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Cash paid for:
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Taxes paid
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$ | - | $ | - | ||||
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Interest paid
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$ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
ASTIKA HOLDINGS, INC. AND SUBSIDIARY
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the years ended December 31, 2013 and 2012 are included in Annual Report on Form 10-K of Astika Holdings, Inc. which was filed on April 14, 2014, with the Securities and Exchange Commission and are hereby referenced. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.
In the quarter ending June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.
NOTE 2- GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans focus is on a variety of strategic acquisitions in service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.’s business. The Company is positioning to capture the next wave of growth companies from Asia. As the centrepieces for Astika Holdings in Asia, the focus is on rapid economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization. Astika’s planned focus is also on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure. to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
NOTE 3 - LOAN TRANSACTION
The Company purchased a recorded music compilation from EuGene Gant for a purchase price of $5,000 pursuant to a Bill of Sale and Assignment dated June 15, 2012, an Exclusive Songwriter Agreement dated June 15, 2012, and a Promissory Note that the Company concurrently executed and delivered to him on the same date. The Company made a payment to Mr. Gant in the amount of $1,000 on June 15, 2012 and $2,000 on October 1, 2012, and $1,000 on June 15, 2013, and the remaining $1,000 principal amount under Promissory Note bears interest at five percent (5%) per annum, and there is one remaining principal installment payment in the amount of $1,000 due. Accrued and unpaid interest on the Promissory Note is also due in the amount of $30 for the six months ended June 30, 2014 and $79 for the year ended December 31, 2013. As of June 30, 2014 and December 31, 2013, total outstanding short-term debt is $1,192 and $1,162, respectively.
NOTE 4 – RELATED PARTY TRANSACTIONS
At June 30, 2014, an officer has paid expenses on behalf of the Company in the amount of $12,402. The advance is payable on demand and carries no interest.
NOTE 5 – INTANGIBLE ASSETS
The Company has capitalized costs in acquiring intangible properties which consisted of the following at June 30, 2014 and December 31, 2013:
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June 30, 2014
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December 31, 2013
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Rights to Musical Compositions in BMI Catalog
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$
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500
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$
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500
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Rights to Eugenius SOL Presents: Green and Healthy
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5,000
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5,000
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Accumulated Amortization
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( 997)
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(767
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Intangible Assets, Net
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$
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4,503
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$
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4,733
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The music catalog rights of the Company are being amortized using the straight-line method over the estimated useful life of twelve years.
The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this report and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
Overview
Astika Holdings, Inc., a Florida corporation, planned focus is on a variety of strategic acquisitions in service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.’s business. The Company is positioning to capture the next wave of growth companies from Asia. As the centrepieces for Astika Holdings in Asia, the focus is on rapid economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization. Astika’s planned focus is also on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure.
Plan of Operation
Astika Holdings’ planed focus is on a variety of strategic acquisitions in the service, agriculture and industrial sectors to compliment and capture the next wave of growth companies from Asia and New Zealand. Astika plans on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure jurisdictions. Management believes there will be rapid economic growth and an increase in foreign investment sector companies poised for accelerated growth with national modernization are planned centerpieces for Astika Holdings in Asia. The planned initial acquisitions from the Nantong Region, private companies, have all been in business for over a decade and have consistent track records of delivering revenue and earnings growth. Additionally, Astika qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012.
Astika's ongoing strategy through opportunistic high growth sector planned acquisitions include: (1) Nantong Dredging Machinery CO., LTD., in the dredging sector (2) the Company's agriculture 'Green Future' planned initiatives into the Industrial Hemp sector (the launch of Nantong HZ Hemp Co. Ltd is intended to be utilized for Industrial Hemp and related projects. As global demand for hemp is increasing, the Company's existing relationships with China coupled with New Zealand infrastructure for seed production and food processing along with New Zealand's temperate climate and ideal soils offers Astika a position to capture the added value and economic benefits that this opportunity presents.
Astika's planned entrance into the Industrial Hemp sector is in conjunction with Astika's commitment to acquisitions and development of agriculture in Asia and New Zealand with (3) the Nantong Grain Seeder of High Accuracy, the modernization of agriculture for farmers and increased profit potential has our initial focus on the Nantong Grain Seeder of High Accuracy which meets the requirement of agriculture modernization in China. There are large rural areas and management believes that farmers are eager to utilize a multi-functional grain seeder to improve yield in seeding rice, oilseed rape, corn, beans and wheat to supply the growing Asia and world markets. Additionally, the Nantong seeder performs a multi-function agriculture process which reduces the utilization of tractors, lowers the associated costs, increases the yield and uses less fertilization. Nantong's Grain Seeder of High Accuracy also decreases pollution and protects the environment.) and (4) Astika's planned entrance into negotiations with Nantong Poultry Farming Co. Ltd., in the food service sector intend to benefit the future of Astika's shareholders along with the Asian, New Zealand and World Markets.
Under the contemplated transactions for the acquisition of service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.’s business, the Company intends to deliver common shares to achieve the contemplated transactions. The Company has begun the process of integrating management and moving its headquarters to Grey Lynn, Auckland, New Zealand.
Results of Operations for the Three Month Period Ended June 30, 2014 Compared to the Three Month Period Ended June 30, 2013
Revenues. The Company’s revenues for the three month period ended June 30, 2014 were $0 as compared to $374 for the three month period ended June 30, 2013, and the decrease was due to the change in business of the company.
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three month period ended June 30, 2014 were $5,906 as compared to $21,153 for the three month period ended June 30, 2014. General and administratve expenses decreased due to additional costs in the 6/30/13 quarter related to public reporting and the preparation of the Company's public offering. Professional fees decreased due to the legal fees involved with the original public offering.
Liquidity and Capital Resources
We measure our liquidity in a number of ways, including the following:
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As of
December 31, 2013
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As of
June 30, 2014
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Cash
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$
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-
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$
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-
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Working Capital
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(7,125)
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(16,707
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)
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Debt (current)
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7,125
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16,707
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From January 13, 2011 (inception) through June 30, 2014, we raised a total of $123,500 from the issuance of common stock and the conversion of Series A Convertible Preferred Stock into shares of common stock. We have not raised any additional capital since the completion of our public offering in Fall 2012.
Impact of Inflation
We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.
Net Cash Used in Operating Activities
We experienced no cash flow from operating activities during the six month period ended June 30, 2014 as compared to negative cash flow from operating activities in the amount of $53,694 during the six month period ended June 30, 2013.
Net Cash Used in Investing Activities
The cash used in investing activities during the six month period ended June 30, 2014 was $0 and $0 during the six month period ended June 30 2013.
Net Cash Provided by and Used In Financing Activities
Cash used in financing activities during the six month period ended June 30, 2014 was $0 and $1,000 during the six month period ended June 30, 2013.
Availability of Additional Funds
Based on our working capital as of June 30, 2014 and zero revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through March 2015. See “Description of Business”.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.
We qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012. Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Material Commitments
There were no material commitments during the three month period ended June 30, 2014.
Purchase of Furniture and Equipment
We purchased no equipment in the amount of $0 during the three month period ended June 30, 2014.
Recent Accounting Pronouncements
We have adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on our financial position or results of operations.
Off Balance Sheet Arrangements
As of June 30, 2014, we had no off balance sheet arrangements.
Disclosure under this section is not required for a smaller reporting company.
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our fourth fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2014. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of June 30, 2014 (the “Evaluation Date”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:
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●
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We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.
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●
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We did not maintain proper segregation of duties for the preparation of our financial statements. We currently have only one officer overseeing all transactions. This has resulted in several deficiencies, including the lack of control over preparation of financial statements and proper application of accounting.
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Management believes that the material weaknesses set forth in the two items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management's Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:
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●
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We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.
|
|
●
|
Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.
|
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
/s/ Mark W. Richards
Mark W. Richards
CEO, President and Treasurer
None.
On September 6, 2012, the Company commenced its public offering pursuant to the Form S-1 Registration Statement (Registration No. 333-182113). The public offering was terminated on November 28, 2012. The proceeds of the offering in the amount of $106,100 were deposited in the Company’s non-interest bearing bank account, and have been used by us in the business, as of June 30, 2014, as follows:
|
Marketing, Promotion and Advertising
|
$
|
590
|
||
|
Printing expenses
|
10,075
|
|||
|
Executive Compensation
|
6,000
|
|||
|
Legal fees and expenses
|
55,129
|
|||
|
Accounting fees and expenses
|
9,250
|
|||
|
Blue sky fees and expenses
|
3,371
|
|||
|
Transfer Agent fees
|
20,005
|
|||
|
Miscellaneous
|
1,680
|
|||
|
Tota
|
$
|
106,100
|
None.
Not applicable.
None.
(a) Exhibits
|
Exhibit No.
|
Description
|
|
|
Exhibit 31.1
|
||
|
Exhibit 32.1
|
(b) Reports of Form 8-K
None
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ASTIKA HOLDINGS, INC.
DATE: August 15, 2014
By: /s/ Mark W. Richards
Mark W. Richards
Chairman, President, Chief Executive Officer
and Treasurer (Principal Accounting Officer
and Authorized Officer)
Astika Holdings, Inc.
Index to Exhibits
|
Exhibit No.
|
Description
|
|
|
Exhibit 31.1
|
||
|
Exhibit 32.1
|
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