UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
(Mark One)
For the fiscal year Ended
OR
For the transition period from ____________ to ____________
Commission File No.:
(Exact name of the small business issuer as specified in
its charter)
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| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
(Address of principal executive offices)
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(Registrant’s telephone number,
including area code)
CENTENNIAL GROWTH EQUITIES INC.
(Former name,
former address and former fiscal year, if changed since last report)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
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 | ☐ |
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[X] | Smaller reporting company |
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| Emerging growth company |
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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 has filed a
report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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The aggregate market value of the voting and non-voting shares of the Company’s Common Stock held by non-affiliates: The stock of the Company is traded on any exchange at this time.
As of April 3, 2023, there were shares of the issuer’s common stock outstanding.
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TABLE OF CONTENTS
3
PART I
ITEM 1. BUSINESS
Forward-Looking Statements
Unless the context indicates otherwise, as used in this Annual 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 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 August 31, 2022, the company signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which Nika is appointed as an exclusive representative for the production and sale of additional 6 dietary supplements – Hypocholestin, Biodetoxin, Dry Boza, Fructin, Anthocylen C, Silymaron - within the territories of Europe, Asia, Africa, South America, North America and Australia.
4
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.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” as defined under the Securities Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:
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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act); |
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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2024; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.
ITEM 1A, RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
We do not currently own any property.
ITEM 3. LEGAL PROCEEDINGS
There are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
5
Part II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The stock of the Company is not traded on any exchange at this time.
Common Stock
There are 2,700,000,000 shares of Common Stock, $0.0001 par value, authorized, with 876,090,000 shares issued and outstanding. The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. The holders of Common Stock have no preemptive, subscription, redemption or conversion rights.
Preferred Stock
We have 10,000,000 shares of Preferred Stock authorized of which 10,000,000 are issued and outstanding.
Security Holders
At February 24, 2023 there were approximately 63 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 N Dallas Parkway, Suite 380, Plano, Texas 75093. Their telephone number is 469-633-0101.
Dividend Policy
We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
Recent Issuance of Unregistered Securities
None.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following discussion and analysis of our consolidated financial condition and results of operations for years ended December 31, 2022 and 2021 should be read in conjunction with the consolidated financial statements and notes related thereto included elsewhere in this report.
Results of Operations for the Year Ended December 31, 2022 compared to the Year Ended December 31, 2021
General and Administrative
General and Administrative (“G&A”) expenses have primarily consisted of costs related to filing the Form 10-K and Form 10-Qs for the Company, including audit and accounting expense and filing fees. For the years ended December 31, 2022 and 2021, we had G&A expense of $33,175 and $14,712. An increase of $19,003 or 129.1% . The increase can be attributed to an increase in professional fees of $9,010 and development expense of $$6,096.
6
Consulting expense
Consulting expense was $150,000 and $0 for the years ended December 31, 2022 and 2021, respectively. During the current year the Company issued common stock for services for total non-cash consulting expense of $150,000.
Development expense
During the current year 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 year ended December 31, 2022, the Company incurred a net loss of $3,183,715, compared to a net loss of $14,712 during the year ended December 3, 2021. The increase in net loss is due to expenses associated with the issuance of common and preferred stock as discussed above.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $33,715 during the year ended December 31, 2022, compared with $14,712 used in operating activities during the year ended December 31, 2021.
Investing Activities
We neither generated nor used cash in investing activities during the years ended December 31, 2022 and 2021.
Financing Activities
During the years ended December 31, 2022, we received $24,180 in loan proceeds from related parties and $10,000 from the sale of common stock. During the years ended December 31, 2021, we received $13,500 in loan proceeds from a former related party.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
Going Concern
We have not yet generated sustained profits from our operations. Our independent accountants have expressed a "going concern" opinion. As of December 31, 2022, we had an accumulated deficit of $3,335,414 and a net loss of $3,183,715 ($3,150,000 of which was non-cash as the result of stock issued) for the year ended December 31, 2022.
Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company but cannot assure that such financing will be available on acceptable terms.
Our current management has agreed to advance funds to the Company on an “as needed” basis. Should existing management, stockholders or our affiliates refuse to advance needed funds, however, we would be forced to turn to outside parties to either lend funds to us or buy our securities. There is no assurance that we will be able to raise the necessary funds, when needed, from outside sources.
The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a “going concern” qualification in their Report of Independent Certified Public Accountants accompanying our audited consolidated financial statements appearing elsewhere herein which cites substantial doubt about our ability to continue as a going concern. Such a “going concern” qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
CENTENNIAL GROWTH EQUITIES, INC.
TABLE OF
CONTENTS
| Report of Independent Registered Public Accounting Firm (BF Borgers CPA PC - PCAOB ID 5041) | |
| Report of Independent Registered Public Accounting Firm (Pinnacle Accountancy Group of Utah- PCAOB ID 6117) | |
| Consolidated Balance Sheets as of December 31, 2022 and 2021 | |
| Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 | |
| Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2022 and 2021 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 | |
| Notes to Consolidated Financial Statements |
8
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Nika Pharmaceuticals, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Nika Pharmaceuticals, Inc. (the "Company") as of December 31, 2022, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s BF Borgers CPA PC
We have served as the Company's auditor since 2022
March 31, 2023
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Nika Pharmaceuticals, Inc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Centennial Growth Equities, Inc. (the Company) as of December 31, 2021, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Centennial Growth Equities,Inc.
Going Concern Consideration
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Pinnacle Accountanc y Group of Utah
March 3, 2022
F-3
| NIKA PHARMACEUTICALS, INC. |
| (FORMERLY CENTENNIAL GROWTH EQUITIES, INC.) |
| CONSOLIDATED BALANCE SHEETS |
| December 31, 2022 | December 31, 2021 | |||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash | $ |
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$ |
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| Total current assets |
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| Total Assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY ( DEFICIT) | ||||||
| Current Liabilities: | ||||||
| Due to related party | $ |
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| Total Current Liabilities |
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| Due to related party - long term |
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| Total Liabilities |
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| Commitments and contingencies | ||||||
| Stockholders' Equity (Deficit): | ||||||
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Preferred
Stock; par value $
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shares authorized;
and shares issued and outstanding, respectively |
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Common Stock;
par value $
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shares authorized;
and shares issued and outstanding, respectively |
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| Additional paid-in capital |
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| Accumulated deficit |
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| Total Stockholders' Equity (Deficit) |
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| Total Liabilities and Stockholders' Deficit | $ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
| NIKA PHARMACEUTICALS, INC. |
| (FORMERLY CENTENNIAL GROWTH EQUITIES, INC.) |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| For the Years Ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Operating Expenses: | ||||||
| General and administrative | $ |
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| Total operating expenses |
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| Loss from operations |
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| Loss before provision for income taxes |
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| Net Loss | $ |
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| Loss per share, basic and diluted | $ | ( | ) | $ | ( | ) |
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Weighted average common shares outstanding,
basic and diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
| NIKA PHARMACEUTICALS, INC. |
| (FORMERLY CENTENNIAL GROWTH EQUITIES, INC.) |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) |
| FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
| Total | |||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Deficit | Equity | |||||||||||||||
| Balance, December 31, 2020 | — | $ |
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$ |
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| Net loss | — | — |
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| Balances, December 31, 2021 | — |
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| Forgiveness of related party loans | — | — |
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| Common stock issued for cash | — |
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| Common stock issued for services | — |
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| Preferred stock issued for agreement |
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| Net loss | — | — |
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| Balance, December 31, 2022 |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
F-6
| NIKA PHARMACEUTICALS, INC. |
| (FORMERLY CENTENNIAL GROWTH EQUITIES, INC.) |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| For the Years Ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Cash flows from operating activities: | ||||||
| Net Loss | $ |
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| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Preferred stock issued |
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| Changes in operating assets and liabilities: | ||||||
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| Cash, end of year | $ |
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| 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 | $ |
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$ | |||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
NIKA PHARMACEUTICALS, INC.
(FORMERLY CENTENNIAL
GROWTH EQUITIES, INC.)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
DECEMBER 31, 2022 AND 2021
NOTE 1 – ORGANIZATION AND OPERATIONS
Nika Pharmaceuticals, Inc. (the “Company” “Nika”), was incorporated in the State of Colorado on June 8, 2000.
On February 19, 2020, the Company created a subsidiary, Venture Growth Equities, Inc., a Colorado corporation, of which shares of common stock was issued to the Company, making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.
On February 28, 2020, the Company created a subsidiary, Centennial Ventures, Inc., a Colorado corporation, of which shares of common stock was issued to the Company., making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.
Mr. Ray was appointed as a Director, CEO, CFO, Secretary and Treasurer of the Company and Mrs. A. Terry Ray, the wife of Mr. Ray, was appointed as a Director of the Company.
On April 1, 2022, the board of directors accepted the resignations of Mr. Phil E. Ray and Mrs. A. Terry Ray and appointed Dimitar Slavchev Savov to serve as President, CEO, CFO and Clifford Redekop to serve as Secretary of the Corporation.
As of April 11, 2022, due to the acquisitions of Exclusive Rights Agreements (Note 5) and the updated business scope, the Company is no longer designated as a shell company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP 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.
F-8
Concentrations of credit risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended December 31, 2022 or 2021.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Centennial Growth Equities and Centennial Ventures, Inc., (spun out on January 6, 2022). There has been no activity in either subsidiary as of December 31, 2022.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques, used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below.
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
The Company follows section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) , which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
F-9
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock including all potentially outstanding shares of common stock during the period, unless the effect is anti-dilutive. There are no potentially dilutive shares as of December 31, 2022 or 2021.
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 consolidated financial statements, the
Company has an accumulated deficit of
$
NOTE 4 - INCOME TAX
Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment. The Company is using the U.S. federal income tax rate of
The provision for Federal income tax consists of the following December 31:
| 2022 | 2021 | |||||
| Federal income tax benefit attributable to: | ||||||
| Current Operations | $ |
(
|
) | $ |
(
|
|
| Less: change in valuation allowance |
|
|
||||
| Net provision for Federal income taxes | $ | $ |
The cumulative tax effect at the expected rate of
| 2022 | 2021 | |||||
| Deferred tax asset attributable to: | ||||||
| Net operating loss carryover | $ |
(
|
) | $ |
(
|
|
| Less: valuation allowance |
|
|
||||
| Net deferred tax asset | $ | $ |
F-10
At December 31, 2022, the Company had net operating loss carry
forwards of approximately
$
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions. Federal income tax returns prior to fiscal year 2019 are closed.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2022, the Company had no accrued interest or penalties related to uncertain tax positions.
NOTE 5 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2022 and 2021, Mr. Ray
loaned the Company
$
In conjunction with the sale of the majority shares of the
Company and the change in ownership, Mr. Ray forgave the
$
During the year ended December 31, 2022, 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.
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.
F-11
NOTE 6 - 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 .
On April 25, 2022, the Company issued
shares of common stock to Noble Investment Corp. pursuant to the terms
of a Consulting Services Agreement for the goal of getting an active trading
symbol and placing the Company’s common stock on OTC Markets. The shares were
valued at
, for total non-cash expense of
$
On April 26, 2022, the Company sold
shares of common
stock for
$
On April 26, 2022, the Company issued
shares of common stock pursuant to the terms of an Intermediation
Agreement with the goal of getting national distribution of the Company’s
dietary supplements Physiolong and Carotilenin the North American markets. The
shares were valued at
, for total non-cash expense of
$
On April 26, 2022, the Company issued
shares of common stock to Mariya Radivoeva pursuant to the terms of a
Services Agreement with the goal of creating a coherent brand that reflects the
entry of
Nika Pharmaceuticals
. Inc. into the
pharmaceutical industry. The shares were valued at
, for total non-cash
expense of
$
On April 26, 2022, the Company issued
shares of common stock to Kubrat Radivoev pursuant to the terms of a
Services Agreement with the goal of construction and maintenance of the
Company’s own production facility. The shares were valued at
, for total
non-cash expense of
$
NOTE 7 – PREFERRED STOCK
On April 8, 2022, the Company filed a certificate of
designation establishing the rights and preference of preferred stock with the
Secretary of State of Colorado, which modified the rights of owners of Preferred
Stock.
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 5 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 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.
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
.
F-12
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
We have had no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with our Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2021. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures to be ineffective as of December 31, 2022, to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15 (f) and 15d- 15 (f) under the Exchange Act, for the Company.
Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022, and concluded that it is not effective because of the material weakness described below:
We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:
20
| ● | Lack of an audit committee | |
| ● | Lack of segregation of duties |
A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this annual report.
Evaluation of Changes in Internal Control over Financial Reporting
During the year ended December 31, 2022, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We intend to recruit additional professionals, as our business conditions warrant, to ensure that we include all necessary disclosure in our filings with the Securities and Exchange Commission. Although we believe that these corrective steps will enable management to conclude that the internal controls over our financial reporting are effective when the staff is in place and trained, we cannot provide assurance that these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.
Important Considerations
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identity of Officers and Directors
The following table sets forth the names, ages, and titles of our executive officers and directors.
| Name | Age | Positions Held | Since |
| Dimitar Slavchev Savov | 65 | President, CEO, CFO, Director | April 1, 2022 |
| Clifford Redekop | 74 | Secretary& Director | April 1, 2022 |
Dimitar Slavchev Savov , Mr. Savov was born in Sofia, Bulgaria on March 03, 1958. Savov graduated at the Dimitar A. Tsenov Academy of Economics as a magister of economics with a specialty in accounting and control with a minor in finance. During the political changes of November 10, 1989, Mr. Savov started a private business by creating the first private petrol company and in a time of crisis with a lack of fuel, Mr. Savov created a chain of the first private and modern gas stations in Bulgaria named Elpida 3. He brought the company to a highly competitive level and practically saved Neftohim Burgas from bankruptcy and Bulgaria from a fuel shortage. For the past 25 years, Mr. Savov has invested and developed projects in the pharmaceutical field with the goal to provide medicine for treatment of various life-threatening diseases including AIDS, Cancer and others.
21
Clifford Redekop, Mr,Redekop has an honors liberal arts degree from Brock University and served in the Canadian Navy for 12 years. His first five years in the Navy were as a destroyer weapons officer and the remainder as a public affairs officer. Postings and assignments were across Canada and in Germany, and with many experiences as Defense Department spokesman for multiple casualties and politically sensitive situations. Further education included graduate school training in communications management and journalism. After leaving the Navy, Redekop moved to Las Vegas, Nevada and became a commercial real estate broker/investor/developer. Redekop is a licensed broker in Nevada and Utah. Currently, and for the past six years, he has specialized in assisting companies launch major expansions and in merging private businesses into public companies. He has also worked with a number of Native American Tribes in assisting them to bring economic development to their reservations.
None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.
Significant Employees
We have no significant employees other than our officers.
Director or Officer Involvement in Certain Legal Proceedings
During the past five (5) years, none of the following occurred with respect to one of our present or former directors or executive officers: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Director Independence
We are not at this time required to have our board comprised of a majority of “independent directors” as we are not subject to the listing requirements of any national securities exchange or association,
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires a company’s directors, officers, and stockholders who beneficially own more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act (collectively referred to herein as the “Reporting Persons”), to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a).
Based solely on review of the copies of such forms furnished to Centennial Growth Equity's directors have not filed their reports as of the date of this Annual Report.
Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
22
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an audit committee. Our board of directors, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.
ITEM 11, EXECUTIVE COMPENSATION
Summary Compensation Table
| Change in | |||||||||||||||||||||||||||
| Pensions | |||||||||||||||||||||||||||
| Non- | Value and | ||||||||||||||||||||||||||
| Equity | Nonqualified | ||||||||||||||||||||||||||
| Incentive | Deferred | ||||||||||||||||||||||||||
| Name and | Stock | Option | Plan | Compensation | All | ||||||||||||||||||||||
| Principal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Other | Total | |||||||||||||||||||
| Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | Compensation ($) | ($) | ||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||
| Dimitar Slavchev Savov (CEO, Director) | 2022 | — | — | — | — | — | — | — | |||||||||||||||||||
| Phil Ray (former CEO, Director) | 2022 | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Phil Ray | 2021 | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Alice Ray (former Director) | 2022 | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Alice Ray | 2021 | — | — | — | — | — | — | — | — |
No officer or director of the Company has received any compensation in 2022 or 2021.
Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.
23
We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since inception.
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our officer or director or employees or consultants since inception.
To the knowledge of management, during the past five years, no present or former director, or executive officer of the Company:
1. Has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;
2. Was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
ii. Engaging in any type of business practice;
iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
4. Was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any such activity.
5. Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.
6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Director Compensation
We do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.
Employment Agreements
The Company is not a party to any employment agreements.
24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2022, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. Common stock beneficially owned and percentage ownership was based on 876,090,000 shares outstanding on December 31, 2022.
| Shares of | Percent of | Shares of | Percent of | Number of | Percent of | |||||||||||||
| Common | Common | Series A | Series A | Voting | Voting | |||||||||||||
| Name of Beneficial Owner | Stock | Stock | Preferred | Preferred | Shares | Shares | ||||||||||||
| Beneficially | Beneficially | Stock | Stock | Beneficially | Beneficially | |||||||||||||
| Owned** | Owned (1) ** | Beneficially | Beneficially | Owned** | Owned (1) ** | |||||||||||||
| Owned | Owned** | |||||||||||||||||
| 5% Beneficial Owners | ||||||||||||||||||
| ACFT LLC | 150,000,000 | 17.12% | — | — | — | — | ||||||||||||
| Mariya S Radivoeva | 94,000,000 | 10.79% | — | — | — | — | ||||||||||||
| Directors and Officers | ||||||||||||||||||
| Dimitar Slavchev Savov | 333,420,000 | 38.04% | 10,000,000 | 100% | 100,000,000 | 44.4% | ||||||||||||
| Clifford Redekop | — | — | — | — | — | — | ||||||||||||
| All directors and executive officers as a group (2 persons) | 333,420,000 | 38.04% | 10,000,000 | 100% | 100,000,000 | 44.4% |
| ** | Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days. |
| (1) | Percentage of voting stock is based on 876,090,000 shares of our common stock and 1,021 shares of Series A Preferred Stock (convertible into 100,000,000 shares of common stock) outstanding on March 17, 2023. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The following information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in, involving our executive officers, directors, more than 5% stockholders, or immediate family members of these persons. These transactions were negotiated between related parties without “arm’s length” bargaining and, as a result, the terms of these transactions may be different than transactions negotiated between unrelated persons.
During the year ended December 31, 2022 and 2021, Mr. Ray loaned the Company $6,000 and $11,500, respectively.
In conjunction with the sale of the majority shares of the Company and the change in ownership, Mr. Ray forgave the $30,018 that was due to him from the Company. The $30,018 has been credited to additional paid in capital.
During the year ended December 31, 2022, Dimitar Slavchev Savov, CEO, advanced the Company $18,180 to pay for general operating expenses. The advance in non-interest bearing and due on demand.
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 8,000,000 shares of Preferred stock to be issued in the name of Dimitar Slavchev Savov. Dimitar Savov is Managing Director and owner of 70% stake in VITAL. The shares were valued based on the equivalent number of votes for common shares. The 8,000,000,000 (8 billion) equivalent common shares were valued at $0.0003, the last sale price for common shares, (as there is currently no trading volume), for total non-cash expense of $2,400,000.
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 2,000,000 shares of Preferred stock to be issued in the name of Dimitar Slavchev Savov. MICAR is wholly owned by Dimitar Savov and he acts as its Managing Director. The shares were valued based on the equivalent number of votes for common shares. The 2,000,000,000 (2 billion) equivalent common shares were valued at $0.0003, the last sale price for common shares, (as there is currently no trading volume), for total non-cash expense of $600,000.
25
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The following table presents the aggregate fees billed for each of the last two fiscal years by Pinnacle Accounting Group of Utah (a dba of Heaton & Company, PLLC), our Independent Registered Public Accounting Firm,in connection with the audit of our consolidated financial statements and other professional services rendered by this accounting firm.
| 2022 | 2021 | |||||
| Audit fees – paid to | $ | 8,590 | $ | 6,000 | ||
| Audit fees – paid to | ||||||
| Audit-related fees | $ | — | $ | 350 | ||
| Tax fees | $ | — | $ | — | ||
| Total fees | $ | 8,590 | $ | 6,350 |
Audit fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.
All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.
Pre-Approval Policies
Our board of directors approves the engagement of the auditor before the firm renders audit and non-audit services. Our audit committee does not rely on pre-approval policies and procedures.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents have been filed as part of this report.
| 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* | XBRL Taxonomy Extension Schema Document(1) | |
| 101.SCH* | 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) |
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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: April 10, 2023 | By: | /s/ Dimitar Slavchev Savov |
| Dimitar Slavchev Savov | ||
| Chief Executive Officer,Director | ||
| Date: April 10, 2023 | By: | /s/ Clifford Redekop |
| Clifford Redekop | ||
| Director | ||
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