ASTIKA HOLDINGS INC. - Quarter Report: 2019 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 000-54855

(Exact name of registrant as specified in its charter)

Level 1, 725 Rosebank Road

(Address of principal executive offices)

(Issuer’s telephone number, including area code)

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 [  ]  No [X]

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 [  ]  No [X]

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

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 Exchange Act).  Yes [X]  No [  ]

The number of shares outstanding of the issuer's common stock, as of August 31, 2019 was 29,890,066.

 ASTIKA HOLDINGS, INC.

 

TABLE OF CONTENTS

 

 

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Item 1. Financial Statements

 

 

 

 

 

 

 

 

 

ASTIKA HOLDINGS, INC.

 

NOTES TO FINANCIAL STATEMENTS

 

JUNE 30, 2019

 

(UNAUDITED)

 

 

 

 

 

The Company’s unaudited interim financial statements are prepared using generally accepted accounting principles 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 an accumulated deficit and no cash flows from operating activities as of June 30, 2019.  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 depends on the Company’s ability to obtain 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. Management’s plans focus on a variety of strategic acquisitions in service, agriculture and industrial companies to complement Astika Holdings, Inc.’s business. The Company is positioning to capture the next wave of growth companies from Asia. The Company’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 jurisdictions. Management’s plan to obtain such resources for the Company include (i) obtaining sufficient capital from management and significant stockholders 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. The accompanying financial statements do not include any adjustments that might result from this uncertainty.

 

 

 

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 accompanying financial statements should be read in conjunction with the December 31, 2018 financial statements that were filed in our annual report on Form 10-K.  In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included.  The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the year ended December 31, 2019.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

Stock-Based Compensation

 

We recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.

 

Basic and diluted loss per share

 

The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share” (ASC 260). Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive shares of common stock outstanding during the period. The Company had net losses as of June 30, 2019 and 2018, and as such, the diluted earnings per share excludes all dilutive potential shares because their effect is anti-dilutive.

 

Related Parties

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

 

Recent accounting pronouncements

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements will have a material effect on the accompanying financial statements.

 

 

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 Mr. Gant 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 $1,162 due. Accrued and unpaid interest on the Promissory Note is also due in the amount of $37 for the six-months ended June 30, 2019, and $35 for the six-months ended June 30, 2018.  As of June 30, 2019 and December 31, 2018, total outstanding short-term debt was $1,527 and $1,490, respectively.  The note matured on June 15, 2013 and the loan is currently in default.

 

On October 22, 2015, Artfield Investment paid $2,100 in expenses on behalf of the Company. This loan is unsecured, due on demand, and carries no interest. As of June 30, 2019 and December 31, 2018, the total amount owed was $2,100 and $2,100, respectively.

 

 

The Company has entered into transactions with the related party, IQ Acquisition (NY), Ltd, owned by Mr. Richards, the CEO of the Company. IQ Acquisition (NY), Ltd, the major shareholder of the Company, has paid expenses on behalf of the Company in the amount of $53,021 and $10,408 during the six months ended June 30, 2019 and 2018, respectively.  The Company reimbursed IQ acquisition (NY) in the amount of $0 and $42,101 during the six-months ended June 30, 2019 and 2018, respectively. The balance due to related party as of June 30, 2019 and December 31, 2018 was $58,828 and $5,807, respectively. The advances are unsecured, payable on demand, and carry no interest.

 

 

The Company has authorized 10,000,000 shares of Preferred Stock and 140,000,000 shares of Common Stock at par value of $0.001. As of June 30, 2019 and December 31, 2018, the Company had 29,890,066 and 29,890,066 shares of common stock, and 2,090,000 and 2,090,000 preferred shares, issued and outstanding, respectively.

 

During the six months ended June 30, 2019 and 2018, the Company did not issue any additional shares of common stock.  As of June 30, 2019, no preferred shares have been converted to shares of common stock.

 

 

In December 2017, the Company issued 1,210,000 shares of its Series B convertible preferred stock at a price of $0.30 per share for gross proceeds of $363,000 and issued 380,000 shares of its Series B convertible preferred stock at a price of $0.40 per share for gross proceeds of $152,000. In December 2017, the Company also issued 500,000 shares of its Series B convertible preferred stock to a third party as compensation, totaling $160,000, for his consulting services. The Series B shareholders are entitled, at their option, at any time after the issuance of the Series B convertible preferred stock, to convert all or any lesser portion of their shares into the Company’s common stock at a conversion ratio 0.2 and at a price of $1.59 per share.

 

The holders of the Series B convertible preferred stock have the following rights and privileges:

 

Optional Conversion Rights

 

Each share of Series B convertible preferred stock is convertible at the option of the holder into 0.2 shares of common stock at a price of $1.59 per share. The conversion price per share for the convertible preferred stock shall be adjusted for certain recapitalizations, splits, combinations, common stock dividends or as set forth in the Company’s amended and restated certificate of incorporation. As of June 30, 2019, none of the Series B convertible preferred stock has been converted to common stock.

 

Voting Rights

 

Each share of convertible preferred stock has 0.2 votes equal to the number of shares of common stock into which it is convertible.

 

Redemption Rights

 

There are no redemption rights afforded to the holders of convertible preferred stock. Upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, the convertible preferred stock is contingently redeemable.

 

The holders of the Series B convertible preferred stock are not entitled to receive dividends and have the same liquidation rights that are possessed by the holders of the Company’s common stock.

 

The Company evaluated whether or not the Series B convertible preferred stock above contained embedded conversion options, which meet the definition of derivatives under ASC Topic 815. The Company concluded that since the above convertible preferred shares had a fixed conversion rate, the convertible preferred shares were not derivative instruments.

 

The convertible preferred shares were analyzed to determine if the convertible preferred shares have an embedded beneficial conversion feature (BCF). Based on this analysis, the Company concluded that the effective conversion price was greater than the fair value of the Company’s common stock on the issuance dates and therefore no BCF was recorded.

 

The Company recorded its convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The total fair value of the convertible preferred stock on the date of issuance and as of June 30, 2019 was $201,809. As of June 30, 2019, there are a total of 2,090,000 shares of Series B convertible preferred stock authorized, issued and outstanding.

 

The Company has evaluated subsequent events that have occurred after the date of the balance sheet through the date of issuance of these financial statements and determined that no subsequent event requires recognition or disclosure to the financial statements.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our 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

 

The Company was incorporated under the laws of the State of Florida on January 13, 2011. We are refocusing and preparing to relaunch the Company through a variety of strategic acquisitions in the textile, service, agricultural, and industrial sectors to complement and capture the next wave of growth companies from Asia and New Zealand. There can be no assurance that we will succeed in our efforts.

Results of Operations for the Three and Six Months Ended June 30, 2019 Compared to the Three and Six Months Ended June 30, 2018

 

Revenues

 

The Company’s revenues were $0 for the three-month and six-month periods ended June 30, 2019 and June 30, 2018.

 

General and Administrative Expenses

 

General and administrative expenses for the three months ended June 30, 2019 were $15,440 as compared to $7,667 for the three months ended June 30, 2018, and $20,799 for the six months ended June 30, 2019 as compared to $19,283 for the six months ended June 30, 2018. General and administrative expenses increased due to the Company having had nominal operations and only incurred expenses relating to being a public reporting company, including professional service fees for preparing our SEC reports, and transfer agent fees.

 

Liquidity and Capital Resources

 

The Company has had only nominal operations and does not have any cash generated from business operations.  We funded our operating expenses by issuing notes to related and unrelated parties and borrowing loans from our related parties. During the year ended December 31, 2017, we also issued convertible preferred stock for gross proceeds of $515,000.  Our plan is to obtain financing from various investors and complete our acquisition project.

 

As of June 30, 2019 and December 31, 2018, we had working capital deficits of $145,557 and $124,721, respectively.

 

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 on a variety of strategic acquisitions in service, agriculture and industrial companies to complement and grow its business. The Company is positioning to capture the next wave of growth companies from Asia. The Company’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 jurisdictions. 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.  The accompanying financial statements do not include any adjustments that might result from this uncertainty.

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities was $53,021 for the six months ended June 30, 2019. Net cash provided by operating activities was $31,693 for the six months ended June 30, 2018 due to the decrease in prepaid expense of $42,101.

 

 

Net Cash Used in Investing Activities

 

The net cash used in investing activities during the six months ended June 30, 2019 and 2018 was $0.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities during the six months ended June 30, 2019 was $53,021. Net cash used in financing activities during the six months ended June 30, 2018 was $31,693 due to payback of a related party’s loan in the amount of $42,101.

 

Availability of Additional Funds

 

Based on our working capital deficit as of June 30, 2019 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 December 2019.

 

Critical Accounting Policies and Estimates

 

Our unaudited interim 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 unaudited interim 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 unaudited interim 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.

 

Material Commitments

 

There was no material commitment during the six months ended June 30, 2019.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements will have a material effect on the accompanying financial statements.

 

Off Balance Sheet Arrangements

 

As of June 30, 2019, we had no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Disclosure under this section is not required for a smaller reporting company.

 

Item 4. Controls and Procedures

 

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 third 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 as of June 30, 2019. 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 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:

 

 

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.

 

PART II OTHER INFORMATION

 

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

A smaller reporting company is not required to provide the information required by 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

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

 

 

 

 

 

 

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: September 5, 2019

 

 

 

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