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0001145604
0001145604
2024-02-16
2024-02-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| NIKA PHARMACEUTICALS, INC. |
| (Exact name of registrant as specified in its charter)
|
| colorado |
| (State or other jurisdiction of incorporation or
organization) |
| 2834 |
| (Primary Standard Industrial Classification Code Number)
|
| 90-0292940
|
| (I.R.S. Employer Identification Number)
|
| 2269 Merrimack Valley Avenue, Henderson, NV 89044 (702)-326-3615 |
| (Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
|
| VentureVest
Capital Corporation 558 Castle Pines Parkway B-4 Suite, Castle Pines, CO
80108 |
(303)-730-7939 |
| (Name, address, including zip code, and
telephone number, including area code, of agent for service)
|
Approximate date of commencement of conversion of securities:
February 29, 2024
If the securities being
registered on this Form are being offered in connection with the formation of a
holding company and there is compliance with General Instruction G, check the
following box ☐
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or 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 |
☐ |
| Non-accelerated filer ☒ |
Smaller reporting company |
☒ |
| |
Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securi- ties Act .
If applicable, place an X in the box to designate the
appropriate rule provision relied upon in conducting this transaction:
| |
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender
Offer) |
☐ |
| |
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer) |
☐ |
PART I
| A. |
INFORMATION ABOUT THE
TRANSACTION |
This prospectus is not an offer
to sell and it is not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted. As allowed by the
Exchange Act Rules, this prospectus is in the form of an information statement.
No vote or other action of the company’s stockholders is
required.
Item 1. Forepart of Registration
Statement
SUMMARY OF TRANSACTION
The
following is a summary of the transaction described in detail in this Form S-4
as required by Item 503 of Regulation S-K. To become
familiar with the complete information of this transaction, read the entire Form
S-4.
The
transaction between the registrant and the target is a market extension merger,
the goal of which is to consolidate the entire pharmaceutical business under one
entity that holds all markets. There are many benefits of the transaction,
including, but not limited, to reduced transfer agent, OTC Markets, accounting,
and other fees, lower volume of managerial work, unified marketing strategy,
simplified way to attract investors, and larger public float.
As both
entities have the same management, bylaws, and articles of incorporation, there
will be no changes to the structure post-merger. No new shares will enter the
market, as there will be a one-to-one conversion of common stock of the target
common stock into the registrant common stock. As a smaller reporting company,
disclosure of risk factors is not mandated.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
There are
no public offerings and sale of shares associated with this transaction, nor are
there any underwriters engaged to perform tasks in relation to it.
Item
2. Table of Content and Additional Statements
Contents
|
(1) |
This prospectus in the form of information
statement incorporates important business and financial information about
the company that is not included in or delivered with the document, and is
incorporated by reference. |
|
(2) |
This information is available without charge
to security holders upon written or oral request made to the secretary
of the company, Clifford Redekop at 2269 Merrimack Valley Avenue,
Henderson, NV 89004 and (702)-326-3615. Security holders must
request this information no later than February 29, 2024.
|
2
| Item 3. Risk Factors and Other Information.
|
Risk Factors:
As a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, the
registrant and target are not required to provide the information under this
Item.
Other Information:
(a) The registrant is named Nika
Pharmaceuticals, Inc. and the target company is named Nika BioTechnology, Inc.
Both the registrant and the target company have their principal executive
offices at an address at 2269 Merrimack Valley Avenue, Henderson, 89044 NV and
telephone (702)-326-3615.
(b) Both companies are
specialized in the field of pharmaceuticals and at this point of time on the
basis of a Cooperation Agreement are developing a joint business while splitting
the funding and the net profit in equal 50% parts. Both companies will profit
from the production and distribution of six drugs in injection form dedicated
for the treatment of AIDS, chronic hepatitis B and C, rheumatoid arthritis, and
other viral and infectious diseases, in which a strong cell immunity is of
utmost importance. Both companies will also share the profits from 8 dietary
supplements – Physiolong, Carotilen, Fructin, Dry Boza, Biodetoxin, Silymaron,
Hypocholestin, and Anthocylen C.
(c) As both companies share a
business, have the same main investor and majority shareholders, whilst being
managed by the same group of people, it is their desire to consolidate into one
entity through a market extension merger in which the shareholders of both
companies will retain the same number of shares, meaning that there will be a
one-to-one conversion of the target’s common stock into the registrant’s common
stock for the purposes of this transaction.
(g)
| |
Registrant |
Target |
| Historical Basis |
$140,000 |
$145,641 |
| Equivalent per share basis as of 02.11.2024 |
- |
0.20 $ |
(h) Dimitar Slavchev Savov, who
is also a director and executive officer, holds 100% of the outstanding
Preferred A stock in both registrant and target, as well as 37% of the
outstanding common stock in the registrant and 69% of the outstanding common
stock of the target. ACFT LLC, which is managed by Clifford P. Redekop who is a
director and officer in both companies, owns 17% of the outstanding common stock
in the registrant, as well as 2% in the target.
To approve the merger, a majority
vote of a minimum of 51% is necessary.
(i) Pursuant to CO Code §
7-111-103 and NRS § 92A.120, the merger must be approved by the board of
directors of both companies, as well as a majority vote by the shareholders by
both companies. The registrant must also file a Issuer Related Action
Notification Form with FINRA via the Corporate Actions Management Platform. As
of the date of this filing, the registrant and target have complied with the
above requirements.
(j) Stockholders of the target
have a right to dissent pursuant to NRS 92A.380. Refer also to Item 19 of this
Form. (k) Refer to Item 4 (a) (6).
Item 4. Terms of the Transaction.
| (a) |
We are hereby providing a summary of the
material features of the merger. The summary includes:
|
(1) The two companies shall merge as
quickly as practicable, whereby the holders of common stock in the target shall
convert their stock into shares of common stock in the registrant on a
one-to-one basis. The holders of Preferred A stock in the target shall convert
their stock into shares of Preferred A stock in the registrant on a two-to-one
basis, meaning that they will receive 1 Preferred A stock in the registrant for
every 2 Preferred A stock owned in the target.
(2) The registrant and the target are
currently jointly developing the same products in different markets, so a merger
will allow for a consolidated entity with an extended market. There are other
benefits including, but not limited to:
| |
• |
Both companies have the same majority control
shareholder, Dimitar Slavchev Savov who is providing both with the
necessary financing to cover their administrative and development cost
during the early stages of the companies; |
| |
• |
The board of directors and the officers of both
companies is comprised by the same individuals – specialists; |
| |
• |
The merger will ease potential investors, as
the Surviving Entity will own the entire business and there will be no
confusion in which company to invest in; |
| |
• |
The Merger will ease the marketing strategy of
the Target and the Survivor and will help ease the dissemination of all
useful information to investors and the public; |
| |
• |
The Merger will ease the preparation of
financial statements, the auditing, as well as any other mandatory
disclosures to the regulatory bodies and the public; |
| |
• |
The Merger will make it easier for investing in
both the main properties – factory, laboratories for scientific research,
etc. – as well as in the acquirement of new patents for medicines and
dietary supplements, and their development and release on the market;
|
3
| |
• |
The Merger will decrease the operational costs
in half, which will free up funds for additional capital reserves and
investments; |
| |
• |
All rights and ownership in joint subsidiaries
and other assets will be consolidated in the Surviving Entity, which will
ease the control of the subsidiaries. |
| |
(3) |
The common stock of the target are securities for which
bid and offer quotations are reported under the trading symbol “NIKA” in
an automated quotations system operated by OTC Markets; |
| |
|
|
| |
(4) |
There are no differences to the material rights of the
common stock of the two companies. The Preferred A stock of both companies
are also identical in terms of rights and designations, except for the
number of votes that each share of Preferred A stock grants its holders;
Preferred A stock of the registrant grants 1000 votes, whereas Preferred A
stock of the target grant 500 votes, for which reason the conversion of
Preferred A stock will be on a two-to-one basis, as to retain identical
number of votes. |
| |
|
|
| |
(5) |
The transaction will be treated by the registrant as a
merger under the acquisition method of accounting for business combination
in accordance with accounting principles generally accepted in the United
States, or U.S. GAAP. For accounting purposes, the registrant Nika
Pharmaceuticals, Inc. is considered to be acquiring Nika BioTechnology,
Inc. |
| |
|
|
| |
(6) |
The registrant and the target intend that the merger
shall constitute a reorganization within the meaning of Section
368(a)(1)(A) of the Code. However, neither company makes any
representations or warranties regarding the tax treatment of the merger,
or any of the tax consequences relating to the merger, or any of the other
transactions or agreements contemplated in conjunction of the merger. Each
company acknowledges that it is relying solely on its own tax advisors in
connection with the merger, and the other transactions conjunctly
contemplated. |
| (b) |
No report, opinion or appraisal materially relating to
the transaction has been received from an outside party. |
| |
|
| (c) |
The contents of the Agreement and Plan of Merger (“Plan
of Merger”) dated February 12, 2024, as well as its contents, have been
incorporated by reference and the Plan of Merger has been provided as
Exhibit 2.1 herein. |
Item 5. Pro Forma Financial Information.
As a smaller reporting company, the registrant is hereby
providing the information in Rule 8-05 of Regulation S-X (§210.8 -05 ofthis
chapter) in lieu of the financial information required by Article 11 of
Regulation S-X, which is herein incorporated by reference to Unaudited Pro Forma
Condensed Financial Statements provided as Exhibit 13.1 below.
Item 6. Material Contracts with the Company Being
Acquired.
On August 1, 2022, the registrant
signed a Cooperation Agreement with the target. 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.
Subsequently, the registrant had acquired licenses for further five prescription
drugs, as well as further six dietary supplements, all of which are to be
jointly developed with the target pursuant to the Cooperation Agreement.
Item 7. Additional Information Required for Reoffering by
Persons and Parties Deemed to Be Underwriters.
There shall be no reoffering by persons and parties deemed to
be underwriters.
Item 8. Interests of Named Experts and Counsel.
No expert or counsel has a substantial interest exceeding
$50,000.
Item 9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
4
A. INFORMATION ABOUT THE REGISTRANT
Item 13. Incorporation of Certain Information by
Reference.
The registrant meets the requirements of Form S-3 and elects to
furnish information in accordance with the provisions of Item 12 of this Form:
| (a) |
The registrant is hereby incorporating by reference into
the prospectus, means of a statement to that effect in the prospectus
listing all documentsso incorporated, the documents listed in paragraphs
(1) and (2) of this Items. |
|
(1) |
The registrant’s Annual Report on Form 10-K for the
period ended December 31, 2022 as filed with the SEC on April 10, 2023 is
incorporated by reference into this Item. |
| |
|
|
|
(2) |
Since the filling of the Annual Report on Form 10-K for
the period ended December 31, 2022 as filed with the SEC on April 10,
2023, the registrant has filed with the SEC the following reports on the
respective dates: |
| |
• |
Quarterly Report on Form 10-Q for the period
ended March 31, 2023 as filed on May 15, 2023 |
| |
• |
Quarterly Report on Form 10-Q for the period
ended June 30, 2023 as filed on October 31, 2023 |
| |
• |
Current Report on Form 8-K as filed with the
SEC on September 18, 2023 |
| |
• |
Quarterly Report on Form 10-Q for the period
ended September 30, 2023 as filed on May 15, 2023 |
| (b) |
The registrant also may state, if it so chooses, that
specifically described portions of its annual or quarterly report to
security holders, other than those portions required to be incorporated by
reference pursuant to paragraphs (a)(3) and (4) of this Item, are not part
of the registration statement. In such case, the description of portions
that are not incorporated by reference or that are excluded shall be made
with clarity and in reasonable detail. |
| |
|
| (c) |
The registrant, being an electronic filer, is electing to
deliver and incorporate by reference all of the quarterly or annual report
to security holders pursuant to this Item and is filing as an exhibit such
quarterly or annual report to securityholders that are incorporated by
reference, in electronic format. |
| |
|
| (d) |
Refer to the following information:
|
|
(1) |
The registrant is hereby identifying the
reports and other information that it files with the SEC by reference to
Item 13(a); and |
| |
|
|
|
(2) |
The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the
address of that site (http://www. sec.gov). The internet address of the
registrant’s SEC reports is https://www.sec.gov/edgar/browse/?CIK=0001145604 and the registrant’s website is www.nikapharmaceuticals.com |
| B. |
INFORMATION ABOUT THE COMPANY BEING
ACQUIRED |
Item 17. Information with Respect
to Companies Other Than S-3 Companies.
| (b) |
If the company being acquired is not subject to the
reporting requirements of either Section 13(a) or 15(d) of the Exchange
Act; or, because of Section 12(i) of the Exchange Act, has not furnished
an annual report to security holders pursuant to Rule 14a-3 (§240.14a-3 of
this chapter) or Rule 14c-3 (§240.14c-3 of this chapter) for its latest
fiscal year; furnish the information that would be required by the
following if securities of such company were being registered:
|
|
(1) |
The target is a biotechnological company, which
specializes in the treatment of AIDS, Chronic Hepatitis B and C,
Rheumatoid Arthritis, Cancer, Diabetes, and all diseases, for which a
strengthened cell immunity is of vital importance. The target specializes
in the field of scientific research with the goal of creating and
developing new drugs and dietary supplements. At this moment in time,
NIKA's intellectual property includes six drugs in injection form - two of
which have successfully undergone clinical trials with good treatment
results - and eight dietary supplements; |
5
|
(2) |
The common stock of the target are publicly traded on OTC
Markets PINK with a trading symbol NIKA. As of the date of this filing,
the share price is $0.20 with approximately 198 holders of record and no
dividends to be provided; |
| |
|
|
| |
(3) |
[Reserved] |
| |
|
|
| |
(4) |
[Reserved] |
| |
|
|
|
(5) |
The information required is incorporated by reference to
Note 4 of the target’s Annual Report in the form of Disclosure Statement
Pursuant to the Pink Basic Disclosure Guidelines for the period ending
December 31, 2023 filed with OTC Disclosure & News on February 16, 2024
and provided as Exhibit 13.4 herein. |
| |
|
|
|
(6) |
There were no changes in or disagreements with
accountants on accounting and financial disclosure in the last two fiscal
years; |
| |
|
|
|
(7) |
The financial statements of the target for the latest
fiscal year are in conformity with GAAP, along with the financial
statements prepared in conformity with GAAP for both of the two fiscal
years before the latest fiscal year have been provided herein as Exhibits
13.4, 13.2, 13.3 respectively. |
| |
|
|
|
(8) |
The information required by this subsection is
incorporated by reference to the target’s Quarterly Report in the form of
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines for
the period ending September 30, 2023 filed with OTC Disclosure & News
on November 3, 2023 and provided as Exhibit 13.5 herein. |
| |
|
|
| |
(9) |
Schedules required by Rules 12-15, 28 and 29 of
Regulation S-X are not applicable as the target company does not have
|
| |
|
investments other than investments in related parties,
does not own any real estate, and does not have mortgage loans on
|
| |
|
real estate. |
| |
|
|
|
(10) |
The target is a smaller reporting company. A smaller
reporting company, as defined by § 229.10(f)(1), is not required to
provide quantitative and qualitative disclosures about market risk.
|
| C. |
VOTING AND MANAGEMENT INFORMATION
|
Item 19. Information if Proxies,
Consents or Authorizations are not to be Solicited or in an Exchange Offer.
| |
(a) |
As no consents are solicited, the registrant is
furnishing the following information: |
| |
(1) |
Proxies are not to be solicited; |
| |
|
|
| |
(2) |
There shall be no meeting of shareholders in relation to
this transaction. |
| |
|
|
|
(3) |
Holders of common stock in the target have a dissenters’
right pursuant to the provisions of NRS 92A.380, which right must be
exercised within 30 calendar days after dissenters’ notice is provided
pursuant to NRS 92A.430. Any holder of stock who has gone through the
conversion process should be considered to have agreed to the merger and
to have waived their right to dissent. |
| |
|
|
|
(4) |
The security holders will receive no extra or special
benefit not shared on a pro rata basis by all other holders of the same
class.; |
| |
|
|
|
(5) |
With respect to the registrant, information required by
Item 6 of Schedule 14A is incorporated by reference from the registrant’s
Annual Report on Form 10-K for the period ended December 31, 2022 as filed
with the SEC on April 10, 2023. With respect to the target, there are
10,000,000 outstanding Preferred A stock with Dimitar Slavchev Savov
holding 100% of the Preferred A stock, and 204,205,027 outstanding common
stock with Dimitar Slavchev Savov holding 69% of the common stock of the
target. |
| |
|
|
|
(6) |
The transaction requires a majority vote for approval,
which may also be provided alternatively by written consent of the
majority shareholders in each company without the need for a shareholder
vote; |
| |
|
|
|
(7) |
The information in this subsection shall be incorporated
by reference from the Annual Report on Form 10-K for the period ended
December 31, 2022 as filed with the SEC on April 10, 2023
|
6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The officers, directors, affiliates, control persons,
employees, agents and representatives of both the registrant and the target are
indemnified against all claims, losses, liabilities, damages, deficiencies,
costs, interest, awards, judgments, penalties, and expenses, including
attorneys’ and consultants’ fees and expenses.
Item 21. Exhibits
| (a) |
Exhibits |
| 2.1 |
Agreement and Plan of Merger
between Nika Pharmaceuticals, Inc. and Nika BioTechnology, Inc. dated
February 12, 2024* |
| 13.1 |
Unaudited Pro Forma Condensed Combined
Financial Statements* |
| 13.2 |
Annual Report in the form of Disclosure
Statement Pursuant to the Pink Basic Disclosure Guidelines for the period
ending December 31, 2022 filed April 23, 2023* |
| 13.3 |
Annual Report in the form of Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines for the period ending December 31, 2021 filed February 26, 2022* |
| 13.4 |
Annual Report in the form of Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines for the period ending December 31, 2023 filed on February 16, 2024* |
| 13.5 |
Quarterly Report in the form of Disclosure
Statement Pursuant to the Pink Basic Disclosure Guidelines for the period
ending September 30, 2023 filed on November 3, 2023* |
| 107 |
Calculation of Filing Fee Table |
*Filed herewith.
Item 22. Undertakings.
| (a) |
The registrant is furnishing the following
undertaking: |
The undersigned registrant hereby
undertakes to respond to requests for information that is incorporated by
reference into the prospectus that is in the form of an information statement
pursuant to Items 4 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by email. This includes
information contained in documents filed subsequent to the effective dateof the
registration statement through the date of responding to the request.
| (b) |
The registrant is furnishing the following
undertaking: |
The undersigned registrant hereby
undertakes to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective, if such information is applicable.
7
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sofia,
Bulgaria, on February 16, 2024.
| |
NIKA
PHARMACEUTICALS, INC. |
|
(Registrant) |
| |
|
| By |
/s/
Dimitar Slavchev Savov |
| |
Dimitar Slavchev Savov |
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
| |
/s/ Dimitar
Slavchev Savov |
| |
(Signature) |
| |
|
| |
|
| |
Dimitar Slavchev
Savov |
| |
CEO, CFO, Treasurer,
Director |
| |
|
| |
February 16, 2024 |
| |
(Date) |
| |
|
| |
|
| |
/s/ Clifford
Redekop |
| |
(Signature) |
| |
|
| |
Clifford P.
Redekop |
| |
Secretary and Director |
| |
February 16, 2024 |
| |
(Date) |
8
Calculation of Filing Fee Tables
Form S-4 (Form Type)
Nika Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
|
Security
Type
|
Security
Class
Title
|
Fee
Calculation or
Carry
Forward
Rule
|
Amount
Registered
|
Proposed
Maximum
Offering
Price Per
Unit
|
Maximum
Aggregate
Offering
Price
|
Fee Rate
|
Amount of
Registration
Fee
|
Carry
Forward
Form
Type
|
Carry
Forward
File
Number
|
Carry
Forward
Initial
effective
date
|
Filing Fee
Previously
Paid In
Connection with
Unsold
Securities to
be
Carried
Forward |
| Newly Registered Securities |
| Fees to Be Paid |
Equity |
Common Stock, $0.0001 par value per share |
457(f)(1) |
8,940,893(2) |
0.18(3) |
1,623,219 |
$147.60 per $1,000,000 |
$240 |
|
|
|
|
| Fees Previously Paid |
N/A |
|
|
|
|
|
|
|
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering
Amounts |
1,623,219 |
|
|
|
|
| |
Total Fees Previously Paid
|
|
|
|
N/A |
|
|
|
|
|
Total Fee Offsets
|
|
|
|
N/A |
|
|
|
|
| |
Net Fee Due |
|
|
|
$240 |
|
|
|
|
(1) This registration statement relates to the registration of
the maximum number of shares of unrestricted common stock, par value $0.0001 per
share, of the registrant (“NKPH common stock”) estimated to be issuable by the
Registrant pursuant to the merger described in this registration statement and
the Agreement and Plan of Merger dated February 12, 2024 by and among the
Registrant and the Target, Nika BioTechnology, Inc (“NIKA”).
(2) Represents the maximum number of unrestricted shares of
NKPH common stock estimated to be issuable upon completion of the merger in
exchange for the cancellation of 8,940,893 shares of unrestricted common stock,
par value $0.001 per share, of NIKA (“NIKA common stock”) outstanding as of
February 16, 2024. The merger will also include a conversion of 195,264,134
restricted NIKA common stock into 195,264,134 NKPH restricted common stock, but
those are unregistered securities, not subject to this registration statement,
and are therefore not included in the calculation of the registration fee.
(3) Estimated solely for purposes of calculating the
registration fee required by Section 6(b) of the Securities Act, and calculated
pursuant to Rules 457(f)(1) and 457(c) under the Securities Act, the proposed
maximum aggregate offering price of the registrant’s common stock was calculated
based upon the market value of shares of unrestricted NIKA common stock (the
securities to be cancelled in the merger) in accordance with Rule 457(c) under
the Securities Act as follows: (A) $1,623,219, being the product of (1) $0.18,
the average of the bid and asked price on OTC Markets PINK as of a specified
date within 5 business days prior to the date
of filing the registration statement, multiplied by (2) 8,940,893, the number of
shares of unrestricted NIKA common stock which may be cancelled in the merger.
MERGER AGREEMENT BETWEEN NIKA PHARMACEUTICALS, INC. AND NIKA BIOTECHNOLOGY,
INC.
THIS AGREEMENT AND
PLAN OF
MERGER (the "Agreement") is made and entered into
as of February
12, 2024, by and between Nika BioTechnology, Inc. (OTCMKTS: NIKA), a Nevada corporation (hereafter referred to as the "Target''), and Nika Pharmaceuticals, Inc. (OTCMKTS:
"NKPH"), a Colorado corporation (hereafter referred to as the "Survivor").
RECIT ALS
A. The Board of
Directors of both the Target and the Survivor believe it is
advisable and
in the best interests of each company and its respective stockholders that the Survivor acquire the Target through the statutory
merger of the Target into the Survivor. Upon the
terms and conditions set forth herein, and, in furtherance thereof, the Target and the Survivor have approved this Agreement and the transactions
contemplated hereby.
B. Pursuant
to the Merger, among other things, and subject to the terms and conditions of
this Agreement, the issued and outstanding Common Sharesand Preferred
Shares of the Target
shall be converted
into the right to receive the consideration set forth herein.
C. The
Target and the Survivor
each desire to make certain representations, warranties, covenants and
other agreements in
connection with the transactions contemplated
hereby.
D. In
a timely manner, the
Survivor and the Target
will each announce this Agreement to the public in order to identify the Merger between NKPH and
NIKA.
NOW,
THEREFORE, in
consideration of the mutual agreements, covenants
and other premises
set forth herein,
the mutual benefits to be gained by the performance thereof, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledge
and accepted, the parties hereby agree as follows:
1
Table of Contents
2
3
ARTICLE I - THE
MERGER
1. 1 The
Merger
At the
Effective Time and subject
to and upon the terms and conditions of this Agreement and
the applicable
provisions of
the Nevada Revised Statutes ("Nevada Law") and
the applicable
provisions
of Colorado
RevisedStatutes ("Colorado Law"), the Target shall be
merged with and
into the Survivor
(the "Merger"), the separate corporate existence of the Target shall
cease, and the Survivor shall continue as the surviving consolidated entity. The Survivor as the surviving
consolidated
entity after the Merger
is sometimes referred to
hereinafter as the "Surviving Entity".
1.2
EffectiveTime
Unless this Agreement is earlier terminated pursuant to Section 5.1 hereof, the closing of the Merger (the "Closing") will take place as promptly as practicable. The date upon which the
Merger shall become effective shall be provided in an Articles of Merger referencing
this Plan
of Merger. The filing of the Articles of Merger shall be caused
in accordance with the applicable
provisions of
Nevada
law and Col.orado Law, and the time provided in the Articles of Merger shall be
referred to
herein as the
''Effective Time". The actual market
Effective Time may be
subject to regulatory
decision and may differ from the Effective Time
provided in the Articles of Merger.
1.3 Effectof the
Merger
The effect
of the Merger shall be as set forth in this
Agreement and as
provided
in the applicable provisions
of Nevada law and Colorado law. Without limiting the generality of
the foregoing,
and subject thereto, upon the filing of the Nevada
Certificate of Merger
with the Secretary
of State of the
State of Nevada and the
Colorado Statement of Merger with
the Secretary of State of the State of
Colorado, except as
otherwise agreed to pursuant to the terms
of this Agreement or Articles of Merger, all of the property,
rights, privileges,
powers and franchises of the Target shall vest in the Surviving Entity, and all debts, liabilities and
dutie s of
the Target, and
Merger shall
become the debts, liabilities and duties of the Surviving
Entity.
1.4 Organizational
Documents
Unless otherwise determined by the Survivor prior to
the Effective Time, the Articles
of Incorporation of the Survivor shall be the Articles of
Incorporation of the Surviving Entity.
Unless otherwise determined by
the Survivor prior to the Effective Time,
to the maximum extent
possible,
the Bylaws of the Survivor shall be the Bylawsof
the Surviving Entity.
1. 5 Directors and
Officers
As the current Directors and Officers
of the Company and the Survivor are the
same, the Directors and Officers of the Surviving Entity will
also remain
the same. In other words, Dimitar Slavchev
Savov will remain as
CEO, CFO, President,
Treasurer and Chairman of the
Board of Directors,
Clifford P.
Redekop will remain as the Secretary
and Director, and
Dr. Darena Stoykova Zlateva will remain as Chief Scientific Officer
of the Surviving
Entity.
4
1.6
Definitions
For all purposes of this Agreement, the following terms shall have the following respective
meanings:
"Common Shares" shall mean the common stock of the Target.
"Preferred Shares" shall
mean the Preferred
A stock of
the Target.
"Court" shall
mean any court
or arbitration
tribunal of the United States,
any domestic state,
or any foreign country,
and any political
subdivision or agency
thereof.
"Exchange Act" shall mean the Securities ExchangeAct of 1934, as
amended.
"GAAP" shall mean United States generally
accepted accounting
principles
consistently applied.
"Law" shall mean any law {statutory, common or otherwise),
constitution, treaty, convention,
ordinance, equitable
principle, code,
rule, regulation,
executive order, or
other similar authority enacted, adopted, promulgated, or applied by any Governmental
Entity, each as
amended and now in effect.
"Person" shall mean an individual or
entity, including a partnership,
a limited
liability
company, a
corporation, an
association, a joint stock company, a
trust, a joint venture, an unincorporated organization, or a Governmental Entity (or
any department,
agency, or political subdivision).
"Related Agreements"
shall mean the Articles of Merger and all other agreements and certificates entered into by the Survivor
or the Target
in connection with the
merger transactions.
"SEC" shall mean
the United States
Securities
and Exchange
Commission.
"Securit ies Act" shall mean the Securities Act
of 1933, as
amended.
"Stockholde" r shall mean any holder
of any Shares of the Target immediately
prior to the Effective Time
and as listed on the most
recent shareholder
list provided
by the Target's transfer agent to the
Surviving Entity's
transfer agent.
"Survivor Common Stock1' shall mean the issued and outstanding
shares of the common
stock, par value $0.0001 per share, of the Survivor.
"Survivor Preferred Stock"
shall mean the issued and outstanding shares of the Preferred A stock,
par value $0.0001 per share, of the Survivor.
"Total
Outstand ing
Shares" shall
mean the aggregate number of Shares issued and outstanding
immediately prior
to the Effective Time.
5
1. 7 Effect of the Merger on the
Capital
Stock and Shares of the
Constituent Entitles.
1.
7. 1 Effect on the
Gapital Stock
There will
be no changesas to
the rights that each
Capital Stock grants its stockholder.
1. 7.
2 Necessary Actions
Each shareholder shall
have the duty to follow the instructions provided by the
Exchange Agent
and enact the conversion of Target Owned Shares into Survivor Common Stock.
1.
7.3 Cancellation of Target Owned Common Shares
On the
Effective Date, each issued and
outstanding Target Owned Common Shares shall be
cancelled
and converted into Survivor Common Stock on a one-to-one basis.
1. 7.4 Adjustments to the Survivor Common Stock
No adjustments to the Survivor Authorized Common
Stock shall be made. The
Survivor issued and
outstanding Common Stock shall increase to
satisfy the conversion
in article 1.7.3.
1. 7.5 Cancellation of Target Owned Preferred
Shares
On the Effective Date, each issued and outstanding Target Owned Preferred Shares shall be
cancelled and
converted Into Survivor Preferred Stock on a
two-to-one
basis.
1.
7. 6 Adjustments to the Survivor Preferred
Stock
The Survivor Authorized
Preferred Stock
shall be increased to 15,000,000 prior to the
Effective Time. The Survivor
Issued and outstanding
Preferred Stock shall increase to satisfy the conversion in article 1.7.5.
1.8 Surrenderof
Certificates
1.
8.
1 Exchange Agent
The Survivor, and its transfer agent
immediately prior to the signing of this merger agreement, shall serve as the Exchange
Agent for the
Merger.
6
1. 8. 2 Exchange Procedure
The ExchangeProcedure shall be specified in a Letter
of Transmittal provided
by the Exchange
Agent to each shareholder of the Target at the Effective Time of the merger.
1.8.3 No Liability
Neither the Surviving and Target entity,
nor their officers and directors shall be held liable
for any and all claims, losses, liabilities, damages, deficiencies, costs,
interest, awards, judgments, penalties, and expenses, including attorneys' and
consultants' fees and expenses in connection to the exchangeof shares.
1.9 No FurtherOwners
hipRights
in Company
Shares
The shares of the Survivor Common and
Preferred Stock issued in respect of the surrender for exchange of Common Shares
and Preferred Shares respectively, in accordance with the terms hereof shall be deemed to be in full satisfaction of all
rights pertaining to such
Common Shares and
Preferred Shares,which were outstanding immediately prior to the Effective Time.
If, after the Effective Time, Target Certificates are presented
to the Surviving Entity for any reason, they shall be cancelled and exchanged as provided
in this Article I.
1.10 Lost, Stolen or
DestroyedCertificates
In the event any Target Certificates shall
have been lost, stolen or destroyed, the Survivor
shall issue in exchangefor such lost, stolen or destroyed certificates,
upon the making of an affidavit of that fact by the holder
thereof, such amount, if
any, as may be required
pursuant to Section 1.7 hereof; provided, however,
that the Survivor may, in its discretion and as a condition
precedent to the issuance thereof, require the Stockholder who is
the owner of such lost, stolen or destroyed
certificates to either (i) deliver a
bond in such amount as
it may direct or (ii)
provide an indemnification
agreement in form and substance acceptable to the Survivor, against any claim that may be made
against the Survivor with
respect to the certificates alleged to have been lost, stolen or destroyed.
1. 11
Tax Consequen
ces
The Survivor and the Target (i)
intend that the Merger
shall constitute a
reorganization within the
meaning of Section
368(a)(l)(A) of the Code, (ii) shall
report the Merger as a single statutory merger of the Target with and
into the Survivor qualifying as a reorganization
within the meaning of
Section 368(a)(1)(A) of
the Code for federal income tax purposes, and (iii)
by executing this Agreement, adopt a plan of tax-free reorganization within the meaning of Treasury Regulations Sections 1.368 2(g) and 1.368 3.
However, no party hereto makes any representations or warranties regarding the tax
treatment of the Merger, or any of the tax consequences relating to the Merger, this
Agreement, or any of the
other transactions or agreements
contemplated hereby. Each party hereto
acknowledges that it
is relying solely
on its own
tax advisors in connection
with the Merger, this
Agreement and the other
transactions contemplated
hereby.
1.12
Taking of Necessary Action;Further
Action
If at any time after the Effective Time,
any further action is necessaryor desirable to carry out
the purposes of this Agreement and to vest the
Surviving Entity with full
right, title and
possession to all assets,
property, rights, privileges, powers and franchises of the Target, the Survivor and the
Surviving Entity and the officers and directors of the Survivor and the Surviving Entity are fully authorized in the name of their
respective corporations or otherwise to take, and will take, all such
lawful and
necessaryaction.
7
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE TARGET
The Target hereby represents and warrants
to the Survivor that on
the date hereof and as of the EffectiveTime, as though made at the Effective Time,
as follows:
2.1
Organizationof
the Target
The Target ls a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with corporate power to
own property and carry on its business as it is now
being conducted. NIKA is domiciled in Nevada under the Nevada Secretary of State
as Entity Number C7195-1999 and Nevada BusinessID
NV19991213301. NIKA is a
public company with CIK #0001619147 and its common stock trades
on OTC Markets PINK. All filings with OTC
Markets are current.
2.2 Target
Capital
Structure
The Target has 500,000,000 Authorized Common Stock,
204,205,027
of which are issued and outstanding.
All Common Shares are duly authorized, validly issued, fully paid and non‒ assessable.There are no declared or accrued but
unpaid dividends with
respect to any Common Shares and no Common Shares are unvested.
The Common Shares are publicly traded
on OTC Markets PINK with a current price of $
per share as of the date of the signing of this agreement.
The Company has 10,000,000 Authorized Preferred A Stock, 10,000,000
of which are issued and outstanding. All Preferred Shares are duly
authorized, validly
issued, fully paid and non‒ assessable. The holders of Preferred
Shares are entitled to
notice of any meeting of
the Corporation's
shareholders and to vote on any matter subject to a vote, including but
not limited,
to vote as a single class with the Common
Shares upon any matter submitted
for approval by
the holders of Common Shares, and have five
hundred (500) votes for
every share of Preferred Shares standing in his or her name on the stock transfer
records of the Corporation.
Each outstanding
share of the series of Preferred Share of the Corporation is entitled
to five hundred
(500) votes on each matter submitted to a vote. There
are no other preferences for the Preferred
Shares.
8
2.3 Subsidiaries
The Company
owns a 40% stake in the Bulgarian limited
liability entity Nika Europe, Ltd, UIC: 206925008,
which was acquired on October 11, 2022.
The Companydoes not have any other
subsidiaries.
2.4
Authority
The Target has all requisite power and
authority to enter into this Agreement and any Related
Agreements to which it is
a party and to consummate the transactions contemplated
hereby and thereby. The
execution and
delivery by the
Target of this Agreement and any Related
Agreements to which the Target is a party and the consummation by the
Target of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part
of the Target and no
further action is required on the part of the Target to authorize the Agreement and any
Related Agreements to
which it is a party and
the transactions contemplated hereby and
thereby, subject only to
the approval of this
Agreement and the transactions contemplated hereby by the
Stockholders. This
Agreement and the
transactions contemplated
hereby have been unanimously approved by the Board of Directors of the Target.
2.5 Company
Financial
Statements
The Target provides the Survivor with its
unaudited financial statements for the fiscal years ended
December 31,
2021 and December 31, 2022, as well as
the unaudited quarterly financial statements for the
periods ending on March 31, 2023, June
30, 2023, and September 30, 2023. Such
financial statements
fairly present the consolidated financial position of the Company as
of the respective dates thereof and the
consolidated results of
the Target's operations
and cash flows for the
periods indicated (subject to, in the case of unaudited statements, normal
and recurring year-end
audit adjustments).
2.6 No Undisclosed
Liablllties
Neither the
Target, nor any of its Subsidiaries have
any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or
endorsements of any type, whether accrued, absolute, contingent, matured, unmatured
or other (whether or not
required to be reflected in financial statements in accordance with GAAP) in excess of $10,000
individually or $50,000 in the aggregate, except for
those which (i} have been
reflected in
the Financials or
(ii) are liabilities
or obligations incurred in connection with transactions
contemplated hereby.
9
2.
7 Litigation
There is no proceeding pending against or,
to the knowledge of
the Target, threatened against or affecting, the Target or any of its Subsidiaries that
has had or would reasonably be expected to have, individually or in the
aggregate, a
material
adverse effect on
the financial condition or
results of operations of
the Company. Neither the
Target, nor any of its Subsidiaries is subject to any order against the
Target or any of
its Subsidiaries or
naming the Target or any
of its Subsidiaries as a party that would,
individually or
in the aggregate, reasonably be
expected to prevent, materially delay
or materially impair
the Target's
ability to consumma
te the transactions
contemplated by this Agreement.
2.8 Brokers'
and Finders'
Fees
The Target has not incurred,
nor will it incur,
directly or indirectly, any liabilities for brokerage or finders' fees or
agents' commissions,
fees related to
investment banking or similar advisory services or any similar charges
and fees in connection with the
Agreement or any transaction contemplated hereby,
nor will the Survivor
incur, directly or indirectly,
any such liability
based on arrangements made
by or on behalf of
the Target.
2.9
RepresenationsComplete
None of the representations or warranties made by
the Target in this
Agreement, and
none of the statements
made in any
schedule or certificate furnished by
the Target pursuant to this Agreement, contains any untrue statement
of a material fact or omits
to state any material
fact necessary in order
to make the statements
contained herein or therein,
in the light of the circumstances under
which made, not misleading.
ARTICLE 111- REPRESENTATIONS AND
WARRANTIES
OF THE
SURVIVOR
3.1
OrganizationsandStandingof the Surviv
or
The Survivor is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Colorado, with
the corporate power
to own its
properties and to carry on
its business as is
now being conducted. The Survivor is
a SEC reporting
company with CIK #
1145604 and EIN # 90-0292940, whose common stock trade
on OTC Markets PINK.
3.2
SurvivorCapital
Structure
The Survivor has 2,
700,000,000 Authorized
Common Stock,
876,090,000 of which are issued and outstanding. All Common
Shares are
duly authorized,
validly issued, fully
paid and non-assessable.There are no declared or accrued
but unpaid dividends with respect to any Common Shares and no Common Sharesare
unvested.
The Survivor has 10,000,000
Authorized Preferred A
Stock, 10,000,000 of which
are issued and outstanding. All Preferred Shares are duly authorized, validly issued,
fully paid and non•
assessable. The holders of Preferred Shares are entitled to notice of any
meeting of the Corporation's
shareholders and to vote
on any matter subject to a
vote, including but not
limited, to vote as a single class with the Common Shares upon any matter
submitted for approval by
the holders of Common Shares, and have one thousand {1000) votes for every share
of Preferred Shares standing in his or her name on the stock transfer records of the Corporation.
Each outstanding share of the series of Preferred Share of the Corporation is entitled to one thousand (1000) votes on each matter
submitted to a vote. There are no other preferences for the Preferred Shares.
10
3.3
Subsidiaries
The Survivor owns a 40% stake in the Bulgarian limited liability entity Nika Europe, Ltd, UIC: 206925008, which was acquired on October 11, 2022.
The Survivor has a wholly owned subsidiary
named Centennial
Ventures, Inc., which is a Colorado corporation with no activity.
The Survivor does not have any other
subsidiaries.
3.4 Autho
rity
The Survivor has all requisite power and authority to enter into
this Agreement and any Related Agreements to which it is
a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by
the Survivor of this
Agreement and any Related Agreements to which the Survivor is a party and the
consummation by the
Survivor of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part
of the Survivor and no
further action
is required on the part of the Survivor to
authorize the Agreement
and any Related
Agreements to which
it is a party and the transactions
contemplated hereby and thereby, subject only
to the approval of this
Agreement and the transactions contemplated hereby by
the Stockholders. This Agreement and the transactions contemplated hereby have been
unanimously approved by the Board of Directors of the Survivor.
3.5
Survivor Financial
Statements
The Survivor is a fully reporting
company, which
files its financial statements and reports with the SEC. The Survivor has audited financial
statements in Form 10-K
for the years ending on
December 31, 2021 and December 31, 2022, as well as unaudited quarterly financial statements in Form 10-Q for the
periods ending on March 31, 2023, June 30, 2023, and September 30,
2023.
The Survivor has engaged the firm of BF
Borgers CPA, PC to serve as the independent accountant
to audit the company's financial
statements.
11
3.6 No UndisclosedLiabilities
Neither the Survivor, nor any of its Subsidiaries have
any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsements of
any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial
statements in accordance with GAAP)
in excess of $10,000 individually or $50,000 in the aggregate, except for those which (i) have been reflected in the Financials or (ii)
are liabilities or
obligations incurred in connection with transactions contemplated hereby.
3. 7
Litigation
There is no proceeding pending against or, to
the knowledge of the Survivor, threatened against or affecting, the Survivor or any of
its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the financial condition or results of operations of
the Survivor.
Neither the Survivor, nor any of its Subsidiaries is subject to any order against the Survivor or
any of
its Subsidiaries or naming the Survivor or any of its Subsidiaries as a party that
would, individually
or in the aggregate, reasonably be
expected to
prevent, materially delay or
materially impair the
Company's ability to
consummate the transactions
contemplated by this
Agreement.
3.8
Brokers'and Finders'
Fees
The Survivor has not incurred, nor will
it incur, directly or
indirectly,
any liabilities
for brokerage or finders' fees or agents' commissions, fees
related to investment banking or
simllar advisory services or any
similar charges and fees
in connection
with the Agreement or any
transaction contemplated hereby, nor will the Company incur,
directly or indirectly, any such liability based on arrangements made by or on behalf of the
Survivor.
3.9
RepresentationsComplete
None of the representations or warranties made
by the Survivor
in this Agreement, and none of the statements made in any schedule or certificate furnished by
the Company pursuant to this Agreement,
contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements contained herein or therein,
in the light of the
circumstances under which
made, not misleading.
12
ARTICLE IV - ADDITIONAL AGREEMENTS
4.1 Benefits of Merger
Both the Target and the Survivor agree to the following reasons and justifications for pursuing a Merger
(the "Benefits" :)
The Target has
its common shares publicly
traded on OTC Markets
PINK, whilst
the Survivor is a
fully-reporting company
with audited financials whose common stock also recently became listed on
OTC Markets PINK. Both
companies are specialized in the field of
pharmaceuticals and at this point of time on the
basis of a Cooperation
Agreement are
developing a joint business while splitting the
funding and the
net profit in equal
50% parts. To
put in concrete terms, both of these companies will profit from the production and distribution of ITV-1, ITV-2, ITV-3, ITV-4, ITV-5 and TNG, which are drugs
in injection form dedicated for the treatment of
AIDS, chronic
hepatitis S and
C, rheumatoid
arthritis,
and other viral and infectious diseases, in
which a strong cell
immunity is of utmost
importance. Both companies will also share the profits from 8 dietary
supplements - Physiolong, Carotilen, Fructin,
Dry Boza, Biodetoxin, Silymaron,
Hypocholestin,
and Anthocylen
C. Exactly because of the joint
structure of the
business of both
companies, a market extension merger between them would have a positive effect, which makes it the recommended and
necessary choice of action. This
is supported by the
following additional circumstances:
| |
• |
Both companies have the
same majority
control shareholder, Dimitar Slavchev Savov who is providing both
with the
necessary
financing to cover
their administrative and |
| |
• |
development cost during
the early stages of the
companies; |
| |
• |
The board of directors and the officers
of both companies is comprised by the
same individuals - specialists; |
| |
• |
The merger will ease potential
investors, as
the Surviving
Entity will own the entire business and
there will be no
confusion
in which
company to invest
in; |
| |
• |
The Merger will ease the marketing strategy of the Target and the
Survivor and will
help the dissemination to
all useful
information
to investors and the public;
|
| |
• |
The Merger will ease the preparation of financial statements, the
auditing, as well
as any other mandatory disclosures
to the regulatory
bodies and the public; |
| |
• |
The Merger will make it easier for investing in
both the
main
properties -
factory, laboratories for
scientific
research,
etc. - as well as in
the acquirement of new patents for medicines and dietary supplements, and
their development and release on the market. |
| |
• |
The Merger will decrease the operational
costs in half, which
will free up funds for
additional
capital reserves and
investments; |
| |
• |
All rights and ownership in
joint subsidiaries and
other assets
will be consolidated
in the
Surviving Entity,
which will ease the
control of the
subsidiaries.
|
13
4.2 Reasonable
Efforts
Subject to the terms and conditions
provided in this Agreement, each of the parties hereto shall use
its reasonable efforts to take promptly, or causeto
be taken promptly, all actions, and to do promptly,
or cause to be done promptly, all things necessary, proper or advisable under
applicable laws and
regulations to consummate and make effective the transactions contemplated hereby, to cause all
conditions to the obligations of the other
parties hereto to
effect the Merger to occur, to obtain
all necessary waivers,
consents, approvals and other documents required to be delivered hereunder and to effect all necessary
registrations and filings and to remove any injunctions or other impediments or delays, legal or
otherwise, in order to
consummate and make effective the transactions contemplated by this Agreement.
4.3
Restrictionson
Transfer
The shares of the Survivor Common Stock to
be issued to the
Stockholders with restricted common stock
as the Merger Consideration
will be restricted securities under Rule 144 of the Securities Act and will be subject to
applicable holding periods and
restriction on transfer
thereunder. The shares of the Survivor Common Stock to be
issued to the
Stockholders with
unrestricted common stock
as the Merger Consideration will be unrestricted securities.
4.4 BoardApprov
al
The Board of Directors of the Survivor
shall have approved this
Agreement, the Merger and the transaction
contemplated hereby and thereby, which
approval shall not have been altered, modified, changed or revoked.
4.5
lndemniflca tion
The Stockholders
agree to severally and not jointly indemnify and hold harmless the Survivor and
its officers,
directors, affiliates,
employees, agents and representatives, including the Surviving Entity (the "Indemnified Parties"), against all claims, losses, liabilities, damages, deficiencies, costs,
interest, awards, judgments, penalties, and
expenses, including
attorneys' and
consultants' fees and expenses.
ARTICLE V-TERMINATION, AMENDMENT, WAIVER
5.1 Termination
Subject to Section 5.2 hereof, this Agreement may be terminated and
the Merger abandoned at
any time prior to the Closing by mutual written consent of the Target and the
Survivor.
5.2 Effectof
Termination
In the event of termination of this Agreement as provided in
Section S.1 hereof, this Agreement shall forthwith become void and there shall
be no liability or obligation on the part of the Survivor, the Target, or its respective
officers, directors or
Stockholders, if applicable; provided,however, that each party hereto and each Person shall remain liable for any breaches of this
Agreement prior to its termination.
14
5.3 Amendment
This Agreement may be amended by the parties hereto at any
time by execution of an instrument in writing signed
by both parties.
5.4 Extension; Waiver
At any time prior to the Closing, the Survivor, on the one hand, and the Target,
on the other hand, may, to the extent legally
allowed, (i) extend the time for the performance of any of the obligation of
the other party hereto, (ii} waive any
inaccuracies in the
representations and warranties made to such party contained herein
or in any document delivered pursuant hereto, and (iii) waive compliance with any of the
covenants, agreements or conditions for the benefit of such party contained herein.
Any agreement on the part of a party hereto to any such extension
or waiver shall be valid
only if set forth in an
instrument in writing signed on behalf of such
party.
ARTICLE VI - GENERAL PROVISIONS
6.1 Notices
All notices and other communication
hereunder shall be
in writing and
shall be deemed given
if delivered personally or
by commercial
messenger or courier service, or mailed by
certified mail (return receipt requested) or sent via electronic mail to the parties.
6.2 Counterpart
This Agreement may be executed in one or more counterparts,
all of which shall be
considered one and the same agreement and shall become effective when one or more counterparts have
been signed by each of the
parties and delivered to
the other party, it being
understood that all parties need not sign the same counterpart.
6.3 Entire Agreement
This Agreement, the Exhibits
hereto, and the documents
and instruments and other related agreements
among the parties hereto referenced herein:
(i) constitute the entire agreement among the parties, with
respect to the subject
matter hereof and
supersede all prior agreements and understandings both written and oral, among the parties with respect to the subject matter
hereof; (ii) are not intended to confer upon any
other person any rights or remedies hereunder.
15
6.4 Severability
In the event
that any provision of
this Agreement or
application
thereof becomes or is
declared by
a court of competent jurisdiction to be lllegal,
void or unenforceable, the
remainder of this
Agreement will continue in full force and effect and the
application of such provision to other
persons or circumstances
will be interpreted
so as reasonably to effect the intent of the parties hereto. The
parties further agree to
replace such
void or unenforceable provision of this Agreement with a valid and enforceable
provision that will
achieve, to the extent possible, the economic, businessand other purposes
of such void or unenforceable provision.
6.5
Governing Law
This Agreement shall be governed
by and construed in accordance with the laws of the State of
Nevada
and the State of Colorado.
IN WITNESS WHEREOF, the Survivor
and the Target have caused this Agreement to be
signed, all as of the date
first written
above.
16
NIKA PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On February 12, 2024, the Company (OTCMKTS: NKPH) signed an Agreement and Plan of Merger (the “Merger”) with Nika BioTechnology, Inc. (OTCMKTS: NIKA). Pursuant to the Merger agreement Nika BioTechnology, Inc., (the Target company), will be merged with and into the Company, the separate corporate existence of the Target shall cease, and the Company shall continue as the surviving consolidated entity.
The Company will issue the target 204,205,027 shares of common stock and 5,000,000 shares of Preferred stock in exchange for all of the issued and outstanding shares of both the preferred and common stock of the Target company.
As both companies have the same controlling shareholder the merger will be accounted for as a common control acquisition.
The notes to the unaudited pro forma condensed combined financial information describe the reclassifications and adjustments to the financial information presented.
The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that the Company would have reported had the acquisition been completed as of the dates presented and should not be taken as a representation of the Company’s future consolidated results of operation or financial position.
The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters, or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma condensed combined financial statements also do not include any integration costs, cost overlap or estimated future transaction costs that the companies expect to incur as a result of the acquisition.
The historical financial information has been adjusted to give effect to events that are directly attributable to the Merger, factually supportable and expected to have a continuing impact on the results of the combined company. The adjustments that are included in the following unaudited pro forma condensed combined financial statements are described in Note 3 below, which includes the numbered notes that are marked in those financial statements.
|
NIKA PHARMACEUTICALS, INC.
Unaudited Pro Forma Condensed Combined Balance Sheets
As of December 31, 2023
|
|
|
|
Nika Pharmaceuticals, Inc.
|
|
Nika Biotechnology Inc.
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma Combined
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
19,596
|
|
$
|
—
|
|
$
|
—
|
|
|
|
$
|
19,596
|
|
Total Current Assets
|
|
|
19,596
|
|
|
—
|
|
|
—
|
|
|
|
|
19,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooperation Agreement
|
|
|
—
|
|
|
176,691
|
|
|
—
|
|
|
|
|
176,691
|
|
Minority Interest Europe
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
|
|
10,000
|
|
Total Other Assets
|
|
|
—
|
|
|
186,691
|
|
|
—
|
|
|
|
|
186,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
19,596
|
|
$
|
186,691
|
|
$
|
—
|
|
|
|
$
|
206,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
—
|
|
$
|
43,289
|
|
$
|
—
|
|
|
|
$
|
43,289
|
|
Due to related party
|
|
|
101,745
|
|
|
—
|
|
|
—
|
|
|
|
|
101,745
|
|
Total Current Liabilities
|
|
|
101,745
|
|
|
43,289
|
|
|
—
|
|
|
|
|
145,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
101,745
|
|
|
43,289
|
|
|
—
|
|
|
|
|
145,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock; par value $0.0001; 10,000,000 shares authorized; 10,000,000 shares issued and outstanding
|
|
1,000
|
|
|
—
|
|
|
500
|
|
(1)
|
|
|
1,500
|
|
Preferred stock, par value $.001; 10,000,000 authorized; 10,000,000 issued and outstanding
|
|
—
|
|
|
10,000
|
|
|
(10,000)
|
|
(1)
|
|
|
—
|
|
Common Stock; par value $0.0001; 2,700,000,000 shares authorized; 876,090,000 shares issued and outstanding
|
|
87,609
|
|
|
—
|
|
|
20,421
|
|
(1)
|
|
|
108,030
|
|
Common stock, par value $.001; 500,000,000 authorized, 204,205,027 a issued and outstanding
|
|
—
|
|
|
204,205
|
|
|
(204,205)
|
|
(1)
|
|
|
—
|
|
Additional paid-in-capital
|
|
|
3,229,489
|
|
|
5,174,079
|
|
|
193,284
|
|
(1)
|
|
|
8,596,852
|
|
Accumulated deficit
|
|
|
(3,400,247)
|
|
|
(5,244,882)
|
|
|
—
|
|
|
|
|
(8,645,129)
|
|
Total Shareholders’ Deficit
|
|
|
(82,149)
|
|
|
143,402
|
|
|
—
|
|
|
|
|
61,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Deficit
|
|
$
|
19,596
|
|
$
|
186,691
|
|
$
|
—
|
|
|
|
$
|
206,287
|
|
NIKA PHARMACEUTICALS, INC.
Unaudited Pro Forma Condensed Combined Statements of Operations
For the Year Ended December 31, 2023
|
|
|
Nika Pharmaceuticals, Inc.
|
|
Nika Biotechnology Inc.
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma Combined
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
$
|
64,833
|
|
$
|
14,815
|
|
$
|
—
|
|
|
|
$
|
79,648
|
|
Total operating expenses
|
|
64,833
|
|
|
14,815
|
|
|
—
|
|
|
|
|
79,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(64,833)
|
|
|
(14,815)
|
|
|
—
|
|
|
|
|
(79,648)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(64,833)
|
|
$
|
(14,815)
|
|
$
|
—
|
|
|
|
$
|
(79,648)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted
|
$
|
(0.00)
|
|
|
|
|
|
|
|
|
|
$
|
(0.00)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted
|
|
876,090,000
|
|
|
|
|
|
|
|
|
|
1,080,294,027
|
NIKA PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma balance sheet and statement of operations for the periods presented, is based on the financial statements of the Company and Nika BioTechnology, Inc., after giving effect as if the Company’s acquisition of Nika BioTechnology, Inc. was consummated on February 12, 2024, and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.
NOTE 2 - ACQUISITION
On February 12, 2024, the Company (OTCMKTS: NKPH) signed an Agreement and Plan of Merger (the “merger”) with Nika BioTechnology, Inc. (OTCMKTS: NIKA). Pursuant to the merger agreement Nika BioTechnology, Inc., (the Target company), will be merged with and into the Company, the separate corporate existence of the Target shall cease, and the Company shall continue as the surviving consolidated entity.
Previously on August 1, 2022, the Company signed a Cooperation Agreement with the Target company. Pursuant to that 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, was to 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.
With both companies specializing in the field of pharmaceuticals the combined companies will now work as one for the production and distribution of ITV-1, ITV-2, ITV-3, ITV-4, ITV-5 and TNG, which are drugs in injection form dedicated for the treatment of AIDS, chronic hepatitis B and C, rheumatoid arthritis, and other viral and infectious diseases, in which a strong cell immunity is of utmost importance. The merged Company will also share the profits from 8 dietary supplements - Physiolong, Carotilen, Fructin, Dry Boza, Biodetoxin, Silymaron, Hypocholestin, and Anthocylen C.
NOTE 3 - PRO FORMA ADJUSTMENTS
The following pro forma adjustments are included in the Company’s unaudited pro forma condensed combined financial information:
|
(1)
|
Adjustment to issue the target 204,205,027 shares of common stock and 5,000,000 shares of Preferred stock in exchange for all to the issued and outstanding shares of both the preferred and common stock of the target company.
|
Disclosure Statement Pursuant to the Pink
Basic Disclosure Guidelines
Nika BioTechnology, Inc.
(formerly)
(International Professional Trainings Group LTD)
| |
2269 Merrimack Valley Avenue |
|
| |
|
|
| |
Henderson, NV 89044 |
|
| |
|
|
| |
(702) 326-3615 |
|
|
| |
www.nikabiotechnology.com |
|
| |
info@nikabiotechnology.com |
|
| |
SIC Code: 8052 |
|
Annual Report
For the period ending December 31, 2022 (the
“Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
204,205,207 as of December 31, 2022
204,205,207
as of December 31, 2022
Shell Status
Indicate by check mark
whether the company is a shell company (as defined in Rule 405 of the Securities
Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the
Exchange Act of 1934):
Indicate by check mark whether the company’s shell status has
changed since the previous reporting period:
Change in Control
Indicate by check
mark whether a Change in Control1 of the company has occurred over
this reporting period:
| 1) |
Name and address(es) of the issuer and its
predecessors (if any) |
| |
|
|
| 1 “Change in Control” shall mean any events
resulting in: |
|
| |
|
| (i) Any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%)
or more of the total voting power represented by the Company’s then
outstanding voting securities; |
|
| (ii) The consummation of the sale or disposition
by the Company of all or substantially all of the Company’s assets; |
| (iii) A change in the composition of the Board
occurring within a two (2)-year period, as a result of which fewer than a
majority of the directors are directors immediately prior to such change;
or |
| (iv) The consummation of a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) at least fifty percent
(50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation. |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 1 of 28
|
In answering this item, provide the current name of the issuer any
names used by predecessor entities, along with the dates of the name changes.
Nika BioTechnology, Inc. 08/29/2022
International Professional Trainings Group LTD 7/21/2021
Goliath Resources, Inc. 5/20/2003
Longevity Store Com 3/25/1999
through 5/19/2003
The state of incorporation or registration of the issuer and of
each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of
incorporation (e.g. active, default, inactive):
Nevada October 4, 2001. The Company is active and in Good
Standing.
Describe any trading suspension orders issued by the SEC
concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger,
acquisition, spin-off, or reorganization either currently anticipated or that
occurred within the past 12 months:
None
The address(es) of the issuer’s principal executive office:
2269 Merrimack Valley, Avenue
Henderson, NV 89044
The address(es) of the issuer’s principal place of business:
☐ Check if principal executive office and principal place of
business are the same address:
Has the issuer or any of its predecessors been in bankruptcy,
receivership, or any similar proceeding in the past five years?
| No: ☐ |
Yes: ☐ |
If Yes, provide additional details below:
|
| Transfer Agent |
| |
|
| Name: |
Issuer Direct Corporation |
| Phone: |
919-744-2722 |
| Email: |
Julie.felix@issuerdirect.com |
| Address: |
1 Glenwood Ave, Ste 1001 |
| |
Raleigh, NC 27603 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 2 of 28
|
Publicly Quoted or Traded Securities:
The goal of this section is to provide a clear understanding of
the share information for its publicly quoted or traded equity securities. Use
the fields below to provide the information, as applicable, for all outstanding
classes of securities that are publicly traded/quoted.
| / |
|
|
| Trading symbol: |
NIKA |
|
| Exact title and class of securities outstanding: |
Common Stock |
|
| CUSIP: |
46020A106 |
|
| Par or stated value: |
0.001 |
|
| Total shares authorized: |
500,000,000 |
as of date: July 27, 2022 |
| Total shares outstanding: |
204,205,207 |
as of date: December 31,2022
|
| Number of shares in the Public Float2: |
1,382,493 |
as of date: December 31,2022
|
| Total number of shareholders of record: |
180 |
as of date: December 31,2022
|
All additional class(es) of publicly traded securities (if
any):
| Trading symbol: |
NONE – does not
trade. |
| Exact title and class of securities outstanding: |
Preferred Stock |
|
| CUSIP: |
None |
|
| Par or stated value: |
0.001 |
|
| Total shares authorized: |
10,000,000 |
as of date: July 27, 2022 |
| Total shares outstanding: |
10,000,000 |
as of date: December 31, 2022
|
Other classes of authorized or outstanding equity
securities:/
The goal of this section is to provide a clear understanding of
the share information for its other classes of authorized or outstanding equity
securities (e.g. preferred shares). Use the fields below to provide the
information, as applicable, for all other authorized or outstanding equity
securities./
| Exact title and class of the security: |
_______ |
|
| CUSIP (if applicable): |
_______ |
|
| Par or stated value: |
_______ |
|
| Total shares authorized: |
_______ |
as of
date: |
| Total shares outstanding (if applicable): |
_______ |
as of
date: |
| Total number of shareholders of record if applicable): |
_______ |
as of
date: |
Security Description:
The goal of this section is to provide a clear understanding of
the material rights and privileges of the securities issued by the
company. Please provide the below information for each class of the company’s
equity securities, as applicable:/
| |
1. |
For common equity, describe any
dividend, voting and preemption rights./ |
| |
|
One share/one vote/ |
__________________________________________
2
“Public Float” shall mean the total number of unrestricted shares not held
directly or indirectly by an officer, director, any person who is the beneficial
owner of more than 10 percent of the total shares outstanding (a “control
person”), or any affiliates thereof, or any immediate family members of
officers, directors and control persons.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 3 of 28
|
| |
2. |
For preferred stock, describe the dividend,
voting, conversion, and liquidation rights/as well as
redemption or sinking fund provisions./ |
| |
|
| |
|
The preferred stock provides the owner with
500 votes per share held on any matter submitted to a vote at any
meeting of shareholders or any actions that may be taken without a
meeting. |
| |
|
|
| |
3. |
Describe any other material rights of common
or preferred stockholders. |
| |
|
|
| |
|
None |
| |
|
|
| |
4. |
Describe any material modifications to the
rights of holders of the company’s securities that have
occurred over the reporting period covered by this
report./ |
| |
|
| |
|
None |
The goal of this section is to provide disclosure with respect
to each event that resulted in any changes to the total shares outstanding of
any class of the issuer’s securities in the past two completed fiscal years
and any subsequent interim period.
Disclosure under this item shall include, in chronological
order, all offerings and issuances of securities, including debt convertible
into equity securities, whether private or public, and all shares, or any other
securities or options to acquire such securities, issued for services. Using the
tabular format below, please describe these events.
| A. Changes to the Number of Outstanding
Shares |
| |
|
| Indicate by check mark whether there were any
changes to the number of outstanding shares within the past two |
| completed fiscal years: |
| No: ☐ |
Yes: ☐ (If yes, you must complete the table
below) |
|
Shares Outstanding as of Second Most Recent
Fiscal Year
End:
Opening Balance
Date
12/31/20
Common:
2,577,127
Preferred:0
|
*Right-click the rows below and select “Insert” to add rows as
needed.
|
|
|
|
|
|
| Date of Transaction |
Transaction type (e.g., new
issuance, cancellation, shares returned to
treasury) |
Number of Shares Issued
(or cancelled) |
Class of Securities |
Value of shares issued
($/per share) at Issuance |
Were the shares issued at
a discount to the market price at the
time of issuance? (Yes/No) |
Individual/ Entity Shares were
issued to. *You must disclose the control
person(s) for any entities listed. |
Reason for share issuance (e.g.,
for cash or debt conversion) - OR- Nature of
Services Provided |
Restricted or Unrestricted as
of this filing. |
Exemption or Registration
Type. |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Bao Shuhan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chan Kim Yan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,500,000 |
Common |
$.01 |
Yes |
James Chan
Kin Pong |
Merger |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 4 of 28
|
8/23/21
|
New
|
|
|
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chang Siew Hui |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chen Rui Wen |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chen Zhen Yao |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
5,000,000 |
Common |
$.01 |
Yes |
Chong Mong
Yuen |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
20,000 |
Common |
$.01 |
Yes |
Chow Wing Yan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
David
Heighington |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Fortuna
Minerals Corp
Zbigniew
Lambo,
President |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
3,000,000 |
Common |
$.01 |
Yes |
Fu Kae Fung |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Gu Feng Lei |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
He Xiao Zhen |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Ho Man Chun |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
150,000 |
Common |
$.01 |
Yes |
Mandy Hon Bo
Man |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Huo Qilong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,000,000 |
Common |
$.01 |
Yes |
John Wing Ho
Lee |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
300,000 |
Common |
$.01 |
Yes |
Kang Tai |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Kok-Mun Ng |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
385,000 |
Common |
$.01 |
Yes |
Keung Kai Pong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
150,000 |
Common |
$.01 |
Yes |
Ricky Lai Kam
Kuen |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Lam Wai Tong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
300,000 |
Common |
$.01 |
Yes |
Law Hok Yin |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
280,000 |
Common |
$.01 |
Yes |
Leung Shiu
Chung |
Merger |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 5 of 28
|
| 8/23/21 |
New |
110,000 |
Common |
$.01 |
Yes |
Ma Sin Ming |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Ma Qiong Chan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Joseph Ng Ka
Wai |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
820,000 |
Common |
$.01 |
Yes |
Scott Rose |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Shek Hei Man |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Stryker 11, Inc
Robert
Achtymichuk,
President |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Sun Jun |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Sun Ying Ying |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
400,000 |
Common |
$.01 |
Yes |
Sun Zhen Ying |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Teddy Chui |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
4,000,000 |
Common |
$.01 |
Yes |
Weng Lok Toh |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,155,000 |
Common |
$.01 |
Yes |
Winnie Yuen
Ching Sit |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,000,000 |
Common |
$.01 |
Yes |
Wong Ah Hong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,000,000 |
Common |
$.01 |
Yes |
Wong Xian Hor |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Jefferey Chun
Fung Wong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Xu Xing Ming |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Ye Kai Min |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Yi Xiaobo |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Yik Ngan Ling |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Zhang De Biao |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Zhu Mei Ping |
Merger |
Restricted |
4(a)1 |
| 9/17/21 |
New |
5,163,500 |
Common |
$.01 |
Yes |
Scott Rose |
Debt conversion |
Restricted |
144 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 6 of 28
|
| 9/17/21 |
New |
1,869,500 |
Common |
$.01 |
Yes |
Scott Rose |
Debt conversion |
Restricted |
144 |
| 9/17/21 |
New |
5,180,600 |
Common |
$.01 |
Yes |
Patricia Wilson |
Debt conversion |
Restricted |
144 |
| 11/4/21 |
New |
400,000 |
Common |
$.01 |
Yes |
Sun Zhen Ying |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Sun Zhen Ming |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
ACFT LLC
Cliff Redekop
Managing
Member |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
300,000 |
Common |
$.01 |
Yes |
Bao Shuhan |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Xu Xing Ming |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Wong Ah Heng |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Winnie Yuen |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Tan Gouwei |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Robert Kah Yin
Toh |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Noble
Investment
Corp
Dan
Patience
President |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Lin Sai Tao
Zhong |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Kok-Mun Ng |
Merger |
Restricted |
4(a)1
|
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Lee John Wing
Ho |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Hong Ming Xian |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
He Xiao Zhen |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chen Zhen Yao |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Connor Kah Hei
Toh |
Merger |
Restricted |
4(a)1 |
| 11/15/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Sun Zhen Ming |
Merger |
Restricted |
4(a)1 |
| 11/15/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Sun Zhen Ying |
Merger |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 7 of 28
|
| 2/8/22 |
New |
500,000 |
Common |
$.01 |
Yes |
ACFT LLC
Cliff Redekop
Managing
Member |
Services |
Restricted |
4(a)2 |
| 2/8/22 |
New |
500,000 |
Common |
$.01 |
Yes |
Kelly Applebee |
Services |
Restricted |
144 |
| 4/20/22 |
New |
100,000 |
Common |
$.01 |
Yes |
Elmer Johnson |
Services |
Restricted |
144 |
| 4/20/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Darren Johnson |
Services |
Restricted |
144 |
| 7/14/22 |
New |
80,000 |
Common |
$.01 |
Yes |
Zhou Cuicui |
Merger |
Restricted |
4(a)1 |
| 7/14/22 |
New |
100,000 |
Common |
$.01 |
Yes |
Zhao Xin |
Merger |
Restricted |
4(a)1 |
| 8/5/22 |
New |
5,165,300 |
Common |
$.01 |
Yes |
Alan Wilson |
Debt |
Restricted |
144 |
| 8/5/22 |
New |
6,558,400 |
Common |
$.01 |
Yes |
Noble
Investment
Corp
Dan Patience
President |
Debt
Conversion |
Restricted |
144 |
| 8/9/22 |
New |
2,090,600 |
Common |
$.001 |
Yes |
Dimitar
Slavchev Savov |
Acquisition |
Restricted |
4(a)1 |
| 8/9/22 |
New |
125,000,000 |
Common |
$.001 |
Yes |
Dimitar
Slavchev Savov |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Xia Bo |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
1.590.000 |
Common |
$.01 |
Yes |
Weng Lok Toh |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Harold Clark |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
40,000 |
Common |
$.01 |
Yes |
Zhou Cuicui |
Service
acquisition
assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
1220493 BC
LTD
Andy Jagpal
President |
Service
acquisition
assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Zhou Xin |
Service
acquisition
assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
Alan Au |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Zhou Zhimin |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
3,500,000 |
Common |
$.01 |
Yes |
Kin Pong James
Chan |
Service
acquisition
assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Leung Yu Chan |
Acquisition |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 8 of 28
|
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Bo Chen |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
Richard F
Cindric |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
International
Professional
Training
Group
LTD.
Weng Lok Toh
Manager |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Jie Chen |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
150,000 |
Common |
$.01 |
Yes |
Chun Cheung
Lai |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
140,000 |
Common |
$.01 |
Yes |
Leung Shiu
Chung |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
55,000 |
Common |
$.01 |
Yes |
Ma Sui Ming |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
25,000 |
Common |
$.01 |
Yes |
Shek Hei Man |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Shen Xuan |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Wei Han Hui |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Zhang Hoa Xia |
Acquisition |
Restricted |
4(a)1 |
| 8/9/22 |
New |
10,000,000 |
Preferred |
$.001 |
No |
Dimitar
Slavchev Savov |
Acquisition |
Restricted |
4(a)1 |
| Shares Outstanding on Date of This Report: |
|
| |
Ending |
Balance |
| Ending Balance: |
|
|
| Date 12/31/22 |
Common: |
204,205,027 |
| |
Preferred:
|
10,000,000
|
Example: A company with a fiscal year end of
December 31st, in addressing this item for its Annual Report, would
include any events that resulted in changes to any class of its outstanding
shares from the period beginning on January 1, 2021 through December 31, 2022
pursuant to the tabular format above.
______
Use the space below to provide any additional details,
including footnotes to the table above:
| B. |
Promissory and Convertible Notes
|
| Indicate by check mark whether there are any
outstanding promissory, convertible notes, convertible debentures, or any
other debt instruments that may be converted into a class of the issuer’s
equity securities: |
| |
| No: ☒ |
Yes: ☐ (If yes, you must complete the table below)
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 9 of 28
|
Date of
Note
Issuance |
Outstanding
Balance
($) |
Principal
Amount
at
Issuance
($) |
Interest
Accrued
($) |
Maturity
Date |
Conversion Terms (e.g. pricing
mechanism for
determining conversion of
instrument to shares) |
Name of Noteholder.
*You
must disclose the |
Reason for
Issuance
(e.g.
Loan, Services,
etc.) |
|
_________
|
_________ |
_________ |
_________ |
_________ |
_________ |
_________ |
|
Use the space below to provide any additional details,
including footnotes to the table above:
_________
| 4) |
Issuer’s Business, Products and Services
|
The purpose of this section is to provide a clear description
of the issuer’s current operations.
(Please ensure that these descriptions are updated on the
Company’s Profile on www.otcmarkets.com).
| A. |
Summarize the issuer’s business operations (If
the issuer does not have current operations, state “no operations”)
|
Nika BioTechnology, Inc. is a
biotechnological company, which specializes in the treatment of AIDS, Chronic
Hepatitis B and C, Rheumatoid Arthritis, Cancer, Diabetes, and all diseases, for
which a strengthened cell immunity is of vital importance. NIKA specializes in
the field of scientific research with the goal of creating and developing new
drugs and dietary supplements. At this moment in time, NIKA's intellectual
property includes six drugs in injection form - two of which have successfully
undergone clinical trials with good treatment results - and eight dietary
supplements. The goal of NIKA is to not only achieve corporate profits, but to
also improve the quality of life of the population by providing better and
easier access to life-saving medicinal drugs and useful dietary supplements.
| B. |
Please list any subsidiaries, parents, or
affiliated companies. |
Subsidiary: Nika Europe, Ltd.,
UIC: 206925008, 40% ownership, effective October 11, 2022
| C. |
Describe the issuers’ principal products or
services. |
ITV-1 is presented in the form
of 16 injections – one vial of the medicine contains 3 ml of the active compound
per injection – which are administered biweekly on consecutive days for eight
weeks using an intramuscular method. At this stage, a complete treatment of AIDS
with ITV-1 requires only 2 sets of 16 injections. ITV-1 has undergone
through Phases I, II and III, the latter of which is comprised of a clinical
trial conducted in Specialized Hospital for Active Treatment of Infectious and
Parasitic Deceases “Professor Ivan Kirov”, Sofia on 31 patients suffering from
AIDS in the advanced stages of the disease. The results of the clinical trial
can be summarized as follows:
| |
• |
improvement in the immune indices in the absolute number of Ly, CD3 T, CD4
T, CD8 T, B Ly, NK and in the percentage of CD3 T, CD4 T, CD8 T, B Ly, NK, and
of the index CD4/CD8, |
| |
• |
decrease in the viral load; a good treatment effect on opportunistic
infections |
| |
• |
very good compatibility with all of the other modern antiretroviral drugs, |
| |
• |
very good tolerance in all patients and complete absence of side effects. . |
We can add to this information that we have tested ITV-1 on volunteers
suffering from other diseases such as Cancer, Chronic Hepatitis B and C,
Diabetes A and B, Rheumatoid Arthritis, and others with tremendous results.
Thymus Nuclear Glycoprotein (“TNG”) is
presented in the form of 16 injections – one vial of the medicine contains 2 ml
of the 11mg/mL active compound per injection – which are administrated biweekly
on consecutive days for eight weeks using an intramuscular method. At this
stage, a treatment of AIDS with TNG requires only 2 sets of 16 injections. we
have completed Phase III for TNG, which is comprised of a clinical trial
conducted in 1998 in Specialized Hospital for Active Treatment of Infectious and
Parasitic Deceases “Professor Ivan Kirov”, 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 and can be
summarized as follows:
| |
• |
General decrease in the viral load and general increase in the number of
CD4+ cells. |
| |
• |
No unwelcome medical reactions and unwanted events. patients. |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 10 of 28
|
| |
• |
Total absence of toxicity in comparison to
contemporary antiretroviral remedies. |
| |
• |
Substantial improvement of the general
condition and lack of opportunistic infections in almost all patients. |
| |
• |
Easy short-term application that does not
require hospitalization. |
Carotilen improves and regulates the metabolism of the
epithelial cells and protects them from degenerative alterations. 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.
Carotilen may be used in cases of malnutrition or impairment of
intestinal resorption, connected with avitaminosis – A: during strict diets for
weight reduction, impaired fat metabolism, protein deficiency, diseases of the
pancreas, pregnant individuals with malnutrition, users of cigarettes and
alcohol. Carotilen can also be included as part of a complex therapy of
many diseases – acute and chronic infections, hepatitis, cirrhosis, cystic
fibrosis and erythropoietic porphyria. Carotilen, as a dietary
supplement, is a prophylactic candidate for malignant neoplasms.
Physiolong is one of those compositions whose active
principles harmoniously bind to cellular metabolism and normalize the
functioning of various organs - brain, muscles, internal organs, etc.
Physiolong is an original biostimulator, the composition of which
includes natural biologically active substances with a favorable rapid effect on
the energy balance of the human organism. Physiolong may be used in a
period of convalescence, after undergoing major surgery interventions, acute and
chronic diseases, with increased physical and mental strain and in sports.
Physiolong may be used for prophylactic in a period of influenza
epidemics and during preoperative preparation or by athletes during the building
of sports physical condition, pre-launch preparation and as a means of recovery.
Boza is a nonalcoholic drink made from rye and wheat,
which contains the same amount of protein in a 13.5 oz glass, as a 6.75oz of
milk. Boza contains all essential amino acids and contains very little
fat, which makes it suitable for people who are predisposed to obesity and
atherosclerosis. Boza contains vitamin B complex, vitamin PP and mineral
salts that include phosphorus, potassium, magnesium, calcium, sodium. Boza
attributes its spicy taste and cooling properties to the organic acids that
comprise it, namely lactic acid, malic acid, tartaric acid, succinic acid,
carbonic acid. Despite its many benefits, in general, Boza has a
significant disadvantage in its continuous fermentation, which leads to a short
expiry date. Our proprietary formula, Dry Boza, fixes this disadvantage,
as it is presented in dry granular form that can be mixed with water, which has
an expiry term of 2 years while completely retaining its taste qualities and
biological properties.
Fructin is a healing food, which has very good
hepatoprotective, cardioprotective and general biostimulating effect. It
provides three times higher glycogen synthesis, while having insulin-independent
action, which explains its high treatment effect in liver diseases. Fructin
provides very good effect in heart diseases connected with different stages
of myocardial insufficiency, as well as in cases of liver parenchyma damage of
different nature, in diabetes, gastric and duodenal ulcer. Fructin can
also serve as prophylactic candidate against household and professional
poisoning with lead, phosphorus, barbiturates, carbon monoxide, alcohol
intoxication and can be used as a general strengthening agent in the stage of
convalescence after severe surgical interventions and illnesses. Fructin
has rapid resorption, in which it exhibits high energy activity, being
easily absorbed by the body and the effects of its action occur quickly.
Biodetoxin is applicable in the treatment and
prophylactic of poisoning of the human body by toxic substances taken orally or
by inhalation in a dusty environment, and in particular in poisoning with
nitrates and nitrites, as well as with heavy metals such as lead, copper,
cobalt, zinc, manganese, thallium, etc. The importance of Biodetoxin is
ever increasing, as the human population continues to aggregate in larger
metropolitan areas with high air pollution and consumes more foods than ever
that contain high number of nitrates, which are linked to many negative effects
to the human organism.
Hypocholestin can be used a supplement during treatment
of the gastrointestinal tract and all forms (types) of hypolipoproteinemia and
related complications, concerning the occurrence of conditions of generalized or
local vascular sclerosis with subsequent manifestations of myocardial
infarction, cerebral stroke, etc. Hypocholestin may also be used in the
fields of Dietetics and Gerontology.
Silymaron is a product, which finds its application for
the assistance of treatments of hepatitis, cirrhosis, liver intoxication, and
for the reduction of the recovery period after intense physical activity.
Silymaron is a hepatoprotective agent, which is soluble in water, while
retaining high effectiveness.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 11 of 28
|
Anhtocylen C is applicable in
the prophylactic and in the treatment of radiation sickness and decorporation of
radioactive elements that have entered the human body, induced osteosarcomas -
bone cancer - as well as in medical practice.
The goal of this section is to provide a potential investor
with a clear understanding of all assets, properties or facilities owned, used
or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets,
properties or facilities of the issuer, give the location of the principal
plants and other property of the issuer and describe the condition of the
properties. If the issuer does not have complete ownership or control of the
property (for example, if others also own the property or if there is a mortgage
on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities,
clearly describe them as above and the terms of their leases.
Provided by the President of the Company.
| 6) |
Officers, Directors, and Control Persons
|
Using the table below, please provide information, as of the
period end date of this report, regarding any officers, or directors of the
company, individuals or entities controlling more that 5% of any class of the
issuer’s securities, or any person that performs a similar function, regardless
of the number of shares they own. If any insiders listed are corporate
shareholders or entities, provide the name and address of the person(s)
beneficially owning or controlling such corporate shareholders, or the name and
contact information (City, State) of an individual representing the corporation
or entity in the note section.
Include Company Insiders who own any outstanding units or
shares of any class of any equity security of the issuer.
The goal of this section is to provide an investor with a clear
understanding of the identity of all the persons or entities that are involved
in managing, controlling or advising the operations, business development and
disclosure of the issuer, as well as the identity of any significant or
beneficial shareholders.
Names of All
Officers, Directors
and Control
Persons
|
Affiliation with
Company
(e.g.
Officer Title
/Director/Owner of
more than 5%) |
Residential Address
(City / State
Only)
|
Number of
shares owned
|
Share
type/class
|
Ownership
Percentage
of Class
Outstanding
|
Names of control
person(s) if
a
corporate entity
|
Dimitar Slavchev
Savov |
President/Chairman
|
61 Nishava str., ent. A
Sofia 1680,
Bulgaria |
141,969,500
10,000,000 |
Common
Preferred A
|
69% |
|
| Clifford Paul Redekop |
Secretary/Director |
2269 Merrimack Valley Ave Henderson NV, 89044
|
966,500 |
Common |
0.47% |
Owned by ACFT LLC Cliff. Redekop Managing
Member |
| Dr. Darena Stoykova Zlateva |
Chief Scientific Officer |
Kniaz Bogoridi str.2 Plovdiv, Bulgaria |
0 |
Common Preferred A |
0% 0% |
|
7) Legal/Disciplinary History
| A. |
Identify whether any of the persons or entities
listed above have, in the past 10 years, been the subject of:
|
| |
1. |
A conviction in a criminal proceeding or named
as a defendant in a pending criminal proceeding (excluding |
| |
|
traffic violations and other minor offenses);
|
| |
|
|
| |
None |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 12 of 28
|
|
2. |
The entry of an order, judgment, or decree, not
subsequently reversed, suspended or vacated, by a court of competent
jurisdiction that permanently or temporarily enjoined, barred, suspended
or otherwise limited such person’s involvement in any type of business,
securities, commodities, or banking activities; |
| |
|
|
| |
None |
| |
|
|
|
3. |
A finding or judgment by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission,
the Commodity Futures Trading Commission, or a state securities regulator
of a violation of federal or state securities or commodities law, which
finding, or judgment has not been reversed, suspended, or vacated; or
|
| |
|
|
| |
None |
| |
|
|
|
4. |
The entry of an order by a self-regulatory
organization that permanently or temporarily barred, suspended, or
otherwise limited such person’s involvement in any type of business or
securities activities. |
| |
|
|
| |
None |
| B. |
Describe briefly any material pending legal
proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its
subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in
which the proceedings are pending, the date instituted, the principal
parties thereto, a description of the factual basis
alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to
be contemplated by governmental authorities. |
| |
|
| |
None
|
| 8) |
Third Party Service Providers
|
Provide the name, address, telephone number and email address
of each of the following outside providers. You may add additional space as
needed.
Securities Counsel (must include Counsel preparing Attorney
Letters).
| Name: |
____________ |
| Address 1: |
____________ |
| Address 2: |
____________ |
| Phone: |
____________ |
| Email: |
____________ |
Accountant or Auditor
| Name: |
Carol Beere |
| Firm: |
Green Stone Group Holdings LLC |
| Address 1: |
2420 Carland Rd |
| Address 2: |
Owosso, MI 48867 |
| Phone: |
443-745-6619 |
| Email: |
Carolb444@hotmail.com
|
Investor Relations
| Name: |
____________ |
| Firm: |
____________ |
| Address 1: |
____________ |
| Address 2: |
____________ |
| Phone: |
____________ |
| Email: |
____________ |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 13 of 28
|
All other means of Investor Communication:
| Twitter: |
____________ |
| Discord: |
____________ |
| LinkedIn |
____________ |
| Facebook: |
____________ |
| [Other ] |
____________ |
Other Service Providers
Provide the name of any other service provider(s) that
assisted, advised, prepared, or provided information with respect to this
disclosure statement. This includes counsel, broker-dealer(s), advisor(s),
consultant(s) or any entity/individual that provided assistance or services to
the issuer during the reporting period.
| Name: |
____________ |
| Firm: |
____________ |
| Nature of Services: |
____________ |
| Address 1: |
____________ |
| Address 2: |
____________ |
| Phone: |
____________ |
| Email: |
____________ |
| A. |
The following financial statements
were prepared in accordance with: |
| |
|
|
| |
☐ |
IFRS |
| |
☒ |
U.S. GAAP |
| B. |
The following financial
statements were prepared by (name of individual)3: |
| |
|
|
| |
Name: |
Carol J Beere |
| |
Title: |
None |
| |
Relationship to Issuer: |
None |
| |
Describe the qualifications of the
person or persons who prepared the financial statements:
|
Ms. Beere holds a Bachelors in Business
Degree with a major in accounting from the University of Maryland and more than
35 years of accounting experience.
Provide the following financial
statements for the most recent fiscal year or quarter. For the initial
disclosure statement (qualifying for Pink Current Information for the first
time) please provide reports for the two previous fiscal years and any
subsequent interim periods.
| |
a. |
Audit letter, if audited; |
| |
b. |
Balance Sheet; |
| |
c. |
Statement of Income; |
| |
d. |
Statement of Cash Flows; |
| |
e. |
Statement of Retained Earnings (Statement of
Changes in Stockholders’ Equity) |
| |
f. |
Financial Notes |
Attached below the officer
certifications
____________________________________________________
3
The financial statements requested pursuant to this item must be prepared
in accordance with US GAAP or IFRS and by persons with sufficient financial
skills.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 14 of 28
|
Principal Executive Officer:
The issuer shall include certifications by the chief executive
officer and chief financial officer of the issuer (or any other persons with
different titles but having the same responsibilities) in each Quarterly Report
or Annual Report.
The certifications shall follow the format below:
I, Dimitar Slavchev Savov certify that:
| |
1. |
I have reviewed this Disclosure Statement for
Nika BioTechnolgy, Inc.; |
| |
|
|
|
2. |
Based on my knowledge, this disclosure
statement does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading
with respect to the period covered by this disclosure statement; and
|
| |
|
|
|
3. |
Based on my knowledge, the financial
statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this disclosure
statement. |
April 21, 2023
/s/Dimitar Slavchev
Savov
Principal Financial Officer:
I, Dimitar Slavchev Savov certify that:
| |
1. |
I have reviewed this Disclosure Statement for
Nike BioTechnology, Inc.; |
| |
|
|
|
2. |
Based on my knowledge, this disclosure
statement does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading
with respect to the period covered by this disclosure statement; and
|
| |
|
|
|
3. |
Based on my knowledge, the financial
statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this disclosure
statement. |
April 21, 2023
/s/Dimitar Slavchev
Savov
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 15 of 28
|
Nika Biotechnology Inc
(formerly)
(International Professional Trainings Group LTD)
Balance
Sheet
(unaudited)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2022 |
|
|
2021 |
|
| ASSETS
|
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
| Cash |
|
S - |
|
|
S - |
|
| Accounts receivable |
|
- |
|
|
- |
|
| Total Current Assets
|
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Fixed Assets |
|
|
|
|
|
|
| Fixed assets,
net |
|
- |
|
|
- |
|
| Total Fixed Assets |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Other Assets |
|
|
|
|
|
|
| Cooperation
Agreement |
|
176,691 |
|
|
- |
|
| Minority Interest Europe
|
|
10,000 |
|
|
- |
|
| Total Other Assets |
|
186,691 |
|
|
- |
|
| |
|
|
|
|
|
|
| TOTAL ASSETS |
$ |
186,691 |
|
|
S - |
|
| |
|
|
|
|
|
|
| LIABILITIES & STOCKHOLDERS’ EQUITY
(DEFICIT) |
|
|
|
|
|
|
| Current Liabilities
|
|
|
|
|
|
|
| Accounts
payable and accrued liabilities |
$ |
28,474 |
|
|
S 13,045 |
|
| Current notes payable |
|
- |
|
|
117,237 |
|
| Total Current Liabilities |
|
28,474 |
|
|
130,282 |
|
| |
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
28,474 |
|
|
130,282 |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Stockholders’ Equity
(Deficit) |
|
|
|
|
|
|
Common stock,
100,000,000 authorized, par value $.001,
issued and outstanding
204,205,727 and 55,010,727 at
December 31, 2022, and December 31,
2021, respectively |
|
204,205 |
|
|
55,011 |
|
Preferred stock, 10,000,000 authorized, par value $.001,
Issued and
outstanding 10,000,000 and 0 at
December 31, 2022 and December 31,
2021, respectively |
|
10,000 |
|
|
- |
|
| Paid in capital |
|
5,174,079 |
|
|
4,975,145 |
|
| Retained
deficit |
|
(5,230,067 |
) |
|
(5,160,438 |
) |
| Total Stockholders’ Equity (Deficit)
|
|
158,217 |
|
|
(130,282 |
) |
| |
|
|
|
|
|
|
| Total Liabilities and Stockholders’
Deficit |
$ |
186,691 |
|
|
S - |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 16 of 28
|
Nika Biotechnology Inc
(formerly)
(International Professional Trainings Group LTD)
Statement
of Operations
(unaudited)
| |
|
Year Ended |
|
| |
|
December 31, 2022
|
|
| |
|
|
|
| Revenue |
|
|
|
| Sales |
$ |
- |
|
| Total Revenue |
|
- |
|
| |
|
|
|
| Cost of Goods Sold |
|
|
|
| Cost of Goods Sold |
|
- |
|
| Total Cost of Goods
|
|
- |
|
| |
|
|
|
| Gross Profit |
$ |
- |
|
| |
|
|
|
| Expenses |
|
|
|
| Bank fees |
$ |
- |
|
|
Consulting |
|
11,500 |
|
| Professional fees |
|
- |
|
| Public
company |
|
13,282 |
|
| State and resident agent
fees |
|
445 |
|
|
Professional fees |
|
1,600 |
|
| Commissions |
|
40,900 |
|
| General
and administrative |
|
1,902 |
|
| Total Expenses |
|
69,629 |
|
| |
|
|
|
| Income (Loss) from Operations |
|
|
|
| |
|
|
|
| Other Income (Expenses) |
|
|
|
| Interest
expense |
|
- |
|
| Other income (loss) |
|
- |
|
| Total Other Income
(Expense) |
|
- |
|
| |
|
|
|
| Net (Loss) Before
Provision for Income Tax |
|
(69,629 |
) |
| |
|
|
|
| Provision for income
taxes |
|
- |
|
| |
|
|
|
| Net Loss |
$ |
(69,629 |
) |
| |
|
|
|
| Basic and diluted loss per
share |
$ |
(.00 |
) |
| |
|
|
|
| Weighted average number of
common shares – basic and diluted |
|
114,246,913 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 17 of 28
|
Nika Biotechnology Inc
(formerly)
(International Professional Trainings Group LTD)
Statement
of Cash Flows
(unaudited)
| |
|
Year Ended |
|
| |
|
December 31, 2022 |
|
| |
|
|
|
| CASH FLOWS FROM
OPERATING ACTIVITIES |
|
|
|
| |
|
|
|
| Net income (loss) |
$ |
(69,629 |
) |
| Adjustments to reconcile net loss to net cash
|
|
|
|
| Provided by (used in)
operating activities: |
|
|
|
| Stock issued for services |
|
52,400 |
|
| Amortization |
|
- |
|
| |
|
|
|
| Changes in operating assets
and liabilities: |
|
|
|
| (Increase) decrease in accounts receivable,
prepaid taxes and due from related parties |
|
- |
|
| (Increase) decrease in
inventory |
|
- |
|
| Increase (decrease) in accounts payable,
accrued expenses, deposits, prepaid and due related parties |
|
17,229P |
|
| Net cash used by operating
activities |
|
- |
|
| |
|
|
|
| CASH FLOWS FROM
INVESTING ACTIVITIES |
|
|
|
| Acquisition of property and equipment |
|
- |
|
| Net cash (used) in
investing activities |
|
- |
|
| |
|
|
|
| CASH FLOWS FROM
FINANCIANG ACTIVITIES |
|
|
|
| Proceeds from notes payable, net |
|
- |
|
| Proceeds from sale of common
stock |
|
- |
|
| Net cash provided by financing
activities |
|
- |
|
| |
|
|
|
| Net increase (decrease) in cash and cash
equivalents |
$ |
- |
|
| Cash at beginning of
period |
$ |
-
|
|
| Cash at end of period |
$ |
- |
|
| |
|
|
|
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION |
|
|
|
| |
|
|
|
| Interest paid |
$ |
- |
|
| Income taxes paid |
$ |
-
|
|
These financial statements present fairly, in all respects, the
financial position of the company and the results of its operations and cash
flows for the periods presented in conformity with GAAP in the United States
consistently applied and hereby certified by Dimitar Savov, President
The accompanying notes are an integral
part of these consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 18 of 28
|
Nika Biotechnology Inc
(formerly)
(International Professional Trainings Group LTD)
Statement of
Stockholders’ Deficit
(unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
| |
|
Preferred Stock |
|
|
|
|
|
Common Stock |
|
|
|
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
| Balance, December 31, 2018
|
|
- |
|
$ |
- |
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183 |
|
$ |
(4,681,448 |
) |
$ |
(175,628 |
) |
| Net loss for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,647 |
) |
|
(6,647 |
) |
| Balance, December 31, 2019
|
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183
|
|
$ |
(4,688,095 |
) |
$ |
(182,275 |
) |
| Net loss for the year ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,615 |
) |
|
(6,615 |
) |
| Balance, December 31, 2020
|
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183
|
|
|
S (4,694,710 |
) |
$ |
(188,890 |
) |
| Shares cancelled for reverse 1:15 |
|
|
|
|
|
|
|
(36,060,048 |
) |
|
(36,060 |
) |
|
36,060 |
|
|
|
|
|
- |
|
| Shares issued for merger |
|
|
|
|
|
|
|
40,220,000 |
|
|
40,220 |
|
|
361,980 |
|
|
|
|
|
402,200 |
|
| Shares issued for debt conversion |
|
|
|
|
|
|
|
12,213,600 |
|
|
12,214 |
|
|
109,922 |
|
|
|
|
|
122,136 |
|
| Net loss for year ended
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(465,728 |
) |
|
(465,728 |
) |
| Balance, December 31, 2021 |
|
- |
|
|
S - |
|
|
55,010,727 |
|
$ |
55,011 |
|
$ |
4,975,145 |
|
$ |
(5,160,438 |
) |
$ |
(130,282 |
) |
| Shares issued for services
|
|
|
|
|
|
|
|
22,105,000 |
|
|
22,104 |
|
|
30,295 |
|
|
- |
|
|
52,399 |
|
| Shares issued for acquisitions |
|
10,000,000 |
|
|
10,000 |
|
|
127,090,000 |
|
|
127,090 |
|
|
168,639 |
|
|
- |
|
|
305,729 |
|
| Net loss for year ended
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69,629 |
) |
|
(69,629 |
) |
| Balance, December 31, 2022 |
|
10,000,000 |
|
$ |
10,000 |
|
|
204,205,727 |
|
|
2$ 04,205 |
|
$ |
5,174,079 |
|
$ |
(5,230,067 |
) |
$ |
158,217 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 19 of 28
|
NOTE 1: Summary of Significant Accounting Policies, Nature
of Operations and Use of Estimates:
Nature of Business
International Professional Training Group LTD (the "Company")
was incorporated under the laws of the State of Nevada under the name Longevity
Store.COM on March 25, 1999. On August 29, 2022, the Company changed its name to
Nika BioTechnology, Inc.
Nika BioTechnology, Inc. is a biotechnological company, which
specializes in the treatment of AIDS, Chronic Hepatitis B and C, Rheumatoid
Arthritis, Cancer, Diabetes, and all diseases, for which a strengthened cell
immunity is of vital importance. NIKA specializes in the field of scientific
research with the goal of creating and developing new drugs and dietary
supplements. At this moment in time, NIKA's intellectual property includes six
drugs in injection form - two of which have successfully undergone clinical
trials with good treatment results - and eight dietary supplements. The goal of
NIKA is to not only achieve corporate profits, but to also improve the quality
of life of the population by providing better and easier access to life-saving
medicinal drugs and useful dietary supplements.
Basis of Presentation
The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America and pursuant to the rules and regulations of the United States
Securities and
Exchange Commission (“SEC”).
The preparation of the financial statements requires management
to make estimates and assumptions that affect the reported amounts in the
financial statements, including the estimated useful lives of tangible and
intangible assets. Management believes the estimates used in preparing the
financial statements are reasonable and accurate. Actual results could differ
from these estimates.
Consolidation
The accompanying condensed financial statements of the Company
include the financial position, results of operations and cash flows of the
Company. The Company has no operating subsidiaries.
Revenue Recognition
Revenue is recognized in accordance with SEC Staff Accounting
Bulletin No. 104, “Revenue Recognition in Financial Statements”. The Company
recognizes revenue when the significant risks and rewards of ownership have been
transferred to the customer pursuant to applicable laws and a regulation,
including factors such as when there is evidence of a sale arrangement, delivery
has occurred, or service has been rendered, the price to the buyer is fixed or
determinable, and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements, in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions, which 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.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 20 of 28
|
Cash and Cash Equivalents
Cash and Cash equivalents are considered to be highly liquid
investments purchased with an initial maturity of three (3) months or less.
Inventories
Inventories are valued at the lower of cost or net realizable
value with cost using the first in first out method.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company's
assessment of the collectability of customer accounts. The Company regularly
reviews the allowance by considering factors such as historical experience,
credit quality, the age of the account receivable balances and current economic
conditions.
Property and Equipment
Property and equipment are carried at cost less accumulated
depreciation. Expenditures for maintenance and repairs are charged to operations
when incurred, while additions and improvements are capitalized. The Company
depreciates the costs of these assets over their estimated useful lives. When
assets are retired or disposed of, the asset's original cost and related
accumulated depreciation are eliminated from accounts and any gain or loss is
reflected in income. Depreciation and amortization are generally accounted for
using the straight-line method over the estimated useful lives of the assets as
follows:
| Office, protective and demonstration, and computer
equipment |
4 Years |
| Manufacturing equipment |
10 Years |
| Leasehold improvements |
lease term |
Long-lived Assets
Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the book value of the asset may not be
recoverable. The Company periodically evaluates whether events and circumstances
have occurred that indicate possible impairment. When impairment indicators
exist, the Company uses market quotes, if available or an estimate of the future
undiscounted net cash flows of the related asset or asset group over the
remaining life in measuring whether or not the asset values are recoverable.
Intangibles
The Company's intangible assets consist of goodwill from the
recently completed merger.
Research and Development
Research and development costs are expensed as incurred in
accordance with SFAS No. 2 Accounting for Research and Development Costs.
Material and equipment are capitalized and amortized over their estimated useful
lives should management determine that such expenditures meet the criteria.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 21 of 28
|
Accounting for Stock Based Compensation
The Company recognizes all share-based payments to employees,
including grants of employee stock options, as compensation expense in the
financial statements based on their fair values. That expense will be recognized
over the period during which an employee is required to provide services in
exchange for the award, known as the requisite service period (usually the
vesting period).
The Company accounts for stock-based compensation awards issued
to non-employees for services and financing arrangements, as prescribed by FASB
ASC 505-50, Equity-Based Payments to Non-Employees, at either the fair
value of the services rendered or the instruments issued in exchange for such
services, whichever is more readily determinable. The fair value of common stock
issued for services is based on the closing stock price on the date the common
stock was issued.
In September 2006, the Financial Accounting Standards Board
(FASB) introduced a framework for measuring fair value and expanded required
disclosure about fair value measurements of assets and liabilities. The Company
adopted the standard for those financial assets and liabilities as of the
beginning of the 2008 fiscal three months and the impact of adoption was not
significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value
Measurements and Disclosures” (ASC 820) defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the
measurement date. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources
(observable inputs) and (2) an entity’s own assumptions about
market participant assumptions developed based on the best information available
in the circumstances (unobservable inputs). The fair value hierarchy consists of
three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest
priority to unobservable inputs (Level 3). The three levels of the fair value
hierarchy are described below:
|
• |
Level 1 - Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities. |
| |
|
|
|
• |
Level 2 - Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability,
either directly or indirectly, including quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; inputs other than
quoted prices that are observable for the asset or liability (e.g.,
interest rates); and inputs that are derived principally from or
corroborated by observable market data by correlation or other means.
|
| |
|
|
| |
• |
Level 3 - Inputs that are both significant to
the fair value measurement and unobservable. |
The fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as
of December 31, 2022. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values due to the short-term
nature of these instruments. These financial instruments include accounts
receivable, other current assets, accounts payable, accrued compensation and
accrued expenses. The fair value of the Company’s notes payable is estimated
based on current rates that would be available for debt of similar terms which
is not significantly different from its stated value.
Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
consolidated financial statements carrying amounts of existing assets and
liabilities and their respective income tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the three months 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 as income in the period that included the
enactment date. Due to the Company’s continued losses, the Company has
placed a full valuation allowance against the deferred tax assets.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 22 of 28
|
The Company records stock as issued at the time consideration
is received or the obligation is incurred.
Basic and diluted earnings per share are computed by dividing
net income (loss) by the weighted-average number of shares of common shares
outstanding during the six months. Diluted earnings per share are computed by
dividing net income (loss) by the weighted average number of shares of common
stock outstanding and dilutive options outstanding during the three months.
Common stock to be issued upon conversion of preferred stock, convertible debt
and common stock options has not been included in dilutive earnings per share
due to the Company’s losses and their anti-dilutive effect.
Foreign Currency Translation
The accompanying consolidated financial statements are
expressed in United States dollars, which is the Company's functional currency.
All transactions in foreign currencies have been converted to United States
dollar transactions or balances are included in the determination of net and
comprehensive income. Transactions in foreign currency are translated into
United States dollars in accordance with SFAS No. 52, Foreign Currency
Translation, as follows:
| i. |
monetary items at the rate prevailing, at the
balance sheet date; |
| ii |
non-monetary items at the historical exchange
rate; |
| iii |
revenue and expenses at the average rate in
effect during the applicable reporting period. |
Income Taxes
The Company complies with the Provisions of SFAS No. 109
“Accounting for Income Taxes”. Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible amounts and are
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred income tax assets to the amount
expected to be realized.
Income (Loss) Per Share
In accordance with SFAS No. 128, “Earnings Per Share”, the
basic net loss per common share is computed by dividing net loss available to
common stockholders by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed similar to basic net loss per
common share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
As of the date of these financial statements, diluted net loss per share is
equivalent to basic net loss per share as there were no dilutive securities
outstanding, and the Company net loss is deemed anti-dilutive.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist of cash and cash equivalents and accounts
receivables. The Company places its cash with high quality financial
institutions which at times may exceed the FDIC $250,000 insurance limit. The
Company extends credit based on an evaluation of the customer’s financial
condition, generally without collateral. Exposure to losses on receivables is
principally dependent on each customer’s financial condition. The Company
monitors its exposure to credit losses and maintains allowances for anticipated
losses, as required. Accounts are “written-off” when deemed uncollectible.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 23 of 28
|
New Accounting Pronouncements
None that will have a material effect in fiscal 2022 on company
operations.
NOTE 2: Related Party Transactions
Certain stockholders have made certain advances to the Company
on an interest-free basis, payable upon demand. The Company has not computed
interest on the advances and has treated the interest of $0 as contributed
capital with an offset to interest expense.
During the year ended December 31, 2022, the officer paid
expenses on the Company’s behalf and advanced the Company a net amount of
$22,474.
On May 27, 2022, Clifford Redekop was nominated and seated as
Director of Nika Pharmaceuticals, Inc. He subsequently was instrumental in
negotiating and closing the acquisition in the third quarter and entering into
the Cooperation Agreement between the two companies.
NOTE 3: Non-Cash Transactions
The following non-cash investing and financing activities
occurred during the period from January 1, 2022, through December 31, 2022:
On July 26, 2022, the Company entered into an Asset Sale
Agreement whereby the U.S. publicly traded company was separated from the
Chinese operations and to acquire certain rights to products and developing
patents for which 127,090,000 common shares and 10,000,000 Preferred A shares
were issued. Certain other shareholders relinquished their shares and were
reissued to a party in the transaction. Certain parties related to the Chinese
operations were issued a total of 4,960,000 common shares.
Also, pursuant to the terms of the terms of the Asset Sale
Agreement, on August 1, 2022, the company entered into a cooperation agreement
whereby it will jointly and equally develop, market and deliver new products
with Nika Pharmaceutical, Inc. .
NOTE 4: Management's discussion and analysis or plan of
operations.
A. Plan of Operation
| |
|
(i) |
We cannot currently satisfy our existing cash
needs and will need to raise additional capital unless a substantial
improvement in sales occurs during the next twelve months. |
| |
|
|
|
| |
|
(ii) |
The Company currently has limited revenue from
its product sales and is seeking capital, the acquisition of new products
and market newly acquired assets to facilitate our business plan. |
| |
|
|
|
| |
|
(iii) |
We do not expect to purchase additional plants
or equipment except as required from sales growth. |
| |
|
|
|
| |
|
(iv) |
We expect to hire additional full-time staff
with the increase in sales or as required by expansion.
|
B. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 24 of 28
|
| |
(i) |
The accompanying financial statements
represent accurately the condition of the business showing limited sales. We expect growth as capital is raised to
facilitate our business plan. |
| |
(ii) |
The Company does not have sufficient
working capital to meet our capital requirements for the coming twelve months.
|
| |
(iii) |
We have no commitments for capital
expenditures. |
| |
(iv) |
No known trends are expected that have
not already impacted us. |
| |
(v) |
All significant elements of income or
loss come from our continued operations. |
| |
(vi) |
The company increased its expenses in the
nine months ended September 30, 2022, with the completion of our acquisition during the period as indicated
in the Profit and Loss Statement attached above. |
| |
(vii) |
Our products are not seasonal
|
C. Off Balance Sheet Arrangements
None known or anticipated.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern no
adjustments have been made for any other outcome.
We are currently seeking financing to
continue our business. There is no assurance that we will find financing to
continue our projects.
NOTE 5: Legal proceedings.
Legal/Disciplinary History
1. No officer or director has not been
convicted in a criminal proceeding and has not been named as a defendant in a
pending criminal proceeding.
2. No officer or director has had the
entry of an order, judgment, or decree, by a court of competent jurisdiction,
that permanently or temporarily enjoined, barred, suspended, or limited his
involvement in any type of business, securities, commodities, or banking
activities.
3. No officer or director has had a
finding or judgment by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission, the Commodity Futures Trading
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding, or judgment has not been reversed,
suspended, or vacated.
4. No officer or director has had the
entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended, or otherwise limited either person's involvement
in any type of business or securities activities.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 25 of 28
|
NOTE 6: Restatement of Prior Period Financial Statements
On July 26, 2022, the Company entered into an Asset
Purchase whereby the public company in the U.S. was separated from the
operations in China. On July 30, 2022, the Chinese transaction was concluded,
and the following tables describe the effects on the prior year’s balance sheet
and the current years activities. All references to the Chinese operations have
been removed from all financial statements presented.
| Adjusted Balance Sheet |
| |
|
|
|
|
|
|
| ASSETS |
|
|
|
|
|
|
| |
|
Original |
|
|
|
|
| |
|
December 31, |
|
|
Adjustment |
|
| |
|
2021 |
|
|
|
|
| Current Assets
|
|
|
|
|
|
|
|
Cash |
|
S 24,979 |
|
|
(24,979 |
) |
|
Accounts receivable |
|
41,772 |
|
|
(41,772 |
) |
| Total Current Assets |
|
66,751 |
|
|
(66,751 |
) |
| |
|
|
|
|
|
|
| Fixed Assets |
|
|
|
|
|
|
|
Fixed assets, net |
|
- |
|
|
- |
|
| Total Fixed Assets |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Other Assets |
|
|
|
|
|
|
|
Rental deposits |
|
6,943 |
|
|
(6,943 |
) |
|
Prepaid taxes |
|
2,508 |
|
|
(2,508 |
) |
|
Goodwill |
|
645,451 |
|
|
(645,451 |
) |
| Total Other Assets |
|
654,902 |
|
|
(654,902 |
) |
| |
|
|
|
|
|
|
| TOTAL ASSETS |
$ |
721,653 |
|
$ |
(721,653 |
) |
| |
|
|
|
|
|
|
| LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
| Current
Liabilities |
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
37,788 |
|
$ |
(24,743 |
) |
|
Due to related parties |
|
126,209 |
|
|
(126,209 |
) |
|
Current notes payable |
|
190,402 |
|
|
(73,165 |
) |
| Total Current
Liabilities |
|
354,399 |
|
|
(224,117 |
) |
|
|
|
|
|
|
|
|
|
Long term notes payable |
|
192,787 |
|
|
(192,787 |
) |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES |
|
547,186 |
|
|
(416,904 |
) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
Common stock, 100,000,000 authorized, par value $.001, |
|
|
|
|
|
|
|
issued and outstanding 55,010,727 at December 31, 2021 |
|
55,011 |
|
|
- |
|
|
Paid in capital |
|
4,975,145 |
|
|
- |
|
|
Retained deficit |
|
(4,855,689 |
) |
|
(304,749 |
) |
| Total Stockholders’
Equity (Deficit) |
|
174,467 |
|
|
(304,749 |
) |
|
|
|
|
|
|
|
|
| Total Liabilities
and Stockholders’ Deficit |
$ |
721,653 |
|
$ |
(721,653 |
) |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 26 of 28
|
Statement of Operations Adjusted
| |
|
Six Months Ended |
|
|
Adjustments |
|
| |
|
June 30, 2022 |
|
|
|
|
| |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
Sales |
$ |
53,149 |
|
$ |
(53,149 |
) |
|
Total Revenue |
|
53,149 |
|
|
(53,149 |
) |
| |
|
|
|
|
|
|
|
Cost of Goods Sold |
|
|
|
|
|
|
|
Cost of Goods Sold |
|
- |
|
|
- |
|
|
Total Cost of Goods |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
|
Gross Profit |
$ |
53,149
|
|
$ |
(53,149 |
) |
| |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
Bank fees |
$ |
18 |
|
$ |
(18 |
) |
|
Consulting |
|
11,500 |
|
|
- |
|
|
Management fee |
|
3,502 |
|
|
(3,502 |
) |
|
MPF fee |
|
7,194 |
|
|
(7,194 |
) |
|
Professional fees |
|
1,530 |
|
|
(1,530 |
) |
|
Public company |
|
9,207 |
|
|
- |
|
|
State and resident agent fees |
|
350 |
|
|
- |
|
|
Telephone and internet |
|
2,346 |
|
|
(2,346 |
) |
|
Commissions |
|
3,568 |
|
|
(3,568 |
) |
|
Salaries and wages |
|
93,925 |
|
|
(93,925 |
) |
|
Rent |
|
12,922 |
|
|
(12,922 |
) |
|
Application fee |
|
11,023 |
|
|
(11,023 |
) |
|
Printing |
|
353 |
|
|
(353 |
) |
|
Certification Fee |
|
- |
|
|
- |
|
|
General and administrative |
|
800 |
|
|
(800 |
) |
|
Total Expenses |
|
158,238 |
|
|
(137,181 |
) |
| |
|
|
|
|
|
|
|
Income (Loss) from Operations |
|
(105,089 |
) |
|
(84,032 |
) |
| |
|
|
|
|
|
|
|
Other Income (Expenses) |
|
|
|
|
|
|
|
Interest expense |
|
(3,421 |
) |
|
3,421 |
|
|
Other income (loss) |
|
- |
|
|
- |
|
| Total Other
Income (Expense) |
|
(3,421 |
) |
|
3,421 |
|
| |
|
|
|
|
|
|
| Net (Loss)
Before Provision for Income Tax |
|
(108,510 |
) |
|
(87,453 |
) |
| |
|
|
|
|
|
|
| Provision for
income taxes |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Net Loss
|
$ |
(108,510 |
) |
$ |
(87,453 |
) |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 27 of 28
|
Statement of Cash Flows Adjustments
| |
|
Original |
|
|
|
|
| |
|
Six Months Ended |
|
|
Adjustments |
|
| |
|
June 30, 2022
|
|
|
|
|
| CASH FLOWS FROM OPERATING
ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
$ |
(108,510 |
) |
|
87,453 |
|
| Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
| Provided by (used in) operating activities: |
|
|
|
|
|
|
| Stock issued for services |
|
11,500 |
|
|
- |
|
| Amortization |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
| Changes in operating assets and liabilities:
|
|
|
|
|
|
|
| (Increase) decrease in accounts receivable, prepaid taxes and
|
|
|
|
|
|
|
| due from related parties |
|
- |
|
|
- |
|
| (Increase) decrease in inventory |
|
- |
|
|
- |
|
| Increase (decrease) in accounts payable,
accrued |
|
|
|
|
|
|
| expenses, deposits, prepaid and due related parties |
|
117,179 |
|
|
(107,622 |
) |
| Net cash used by operating activities
|
|
20,169 |
|
|
(20,169 |
) |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING
ACTIVITIES |
|
|
|
|
|
|
| Acquisition of property and equipment |
|
- |
|
|
|
|
| Net cash (used) in investing activities
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCIANG
ACTIVITIES |
|
|
|
|
|
|
| Proceeds from notes payable, net |
|
(36,380 |
) |
|
36,380 |
|
| Proceeds from sale of common stock |
|
- |
|
|
|
|
| Net cash provided by financing activities |
|
(36,380 |
) |
|
36,380 |
|
| |
|
|
|
|
|
|
| Net increase (decrease) in cash and cash equivalents |
$ |
(16,211 |
) |
|
16,211 |
|
| Cash at beginning of period |
$ |
24,979 |
|
|
(29,979 |
) |
| Cash at end of period |
$ |
8,768 |
|
|
(8,768 |
) |
NOTE 7: Subsequent Events
None.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 28 of 28
|
Disclosure Statement Pursuant to the Pink
Basic Disclosure Guidelines
International Professional Trainings Group
LTD
5795 S Sandhill Rd, Suite B
Las Vegas, NV 89120
Telephone: (702) 326-3615
Website: N/A
Company Email: Cliffredekop@gmail.com SIC Code: 8052
Annual Report
For the Periods Ending:
December 31, 2021
(the “Reporting Period”)
As of December 31, 2021, the number of shares
outstanding of our Common Stock was:
55,010,727
As of September 30,
2021, the number of shares outstanding of our Common Stock was:
46,110,727
As of December 31, 2020, the number of shares
outstanding of our Common Stock was:
2,577,127 corrected for 1:15 reverse
split 7/21/21
| Indicate by check mark whether the company is a
shell company (as defined in Rule 405 of the Securities Act of 1933 and
|
| |
| Rule 12b-2 of the Exchange Act of 1934): |
| |
| Yes: |
☐ |
No: |
☒ |
| |
|
|
|
| Indicate by check mark whether the company’s
shell status has changed since the previous reporting period: |
| |
| Yes: |
☐ |
No: |
☒ |
| |
|
|
|
| Indicate by check mark whether a Change in
Control1 of the company has occurred over this reporting
period: |
| |
| Yes: |
☐ |
No: |
☒ |
________________________________________
1
“Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities;
(ii) The consummation
of the sale or disposition by the Company of all or substantially all of the
Company’s assets;
(iii) A change in the composition of the Board occurring
within a two (2)-year period, as a result of which fewer than a majority of the
directors are directors immediately prior to such change; or
(iv) The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 1 of 25
|
| 1) |
Name and address(es) of the issuer and its
predecessors (if any) |
In answering this item, provide the current name of the issuer
any names used by predecessor entities, along with the dates of the name
changes.
International Professional Trainings Group LTD 7/21/2021
Goliath Resources, Inc. 5/20/2003
Longevity Store Com 3/25/1999
through 5/19/2003
The state of incorporation or registration of the issuer and of
each of its predecessors (if any) during the past five years;
Please also include the issuer’s current standing in its state
of incorporation (e.g. active, default, inactive):
Nevada October 4, 2001, Company is Active and in Good
Standing
Describe any trading suspension orders issued by the SEC
concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger,
acquisition, spin-off, or reorganization either currently anticipated or that
occurred within the past 12 months:
None
The address(es) of the issuer’s principal executive office:
5795 S Sandhill Rd, Suite B, Las Vegas, NV 89120
The address(es) of the issuer’s principal place of business:
Check box if principal executive office and principal place
of business are the same address:
_____________________
| Has the issuer or any of its predecessors been in
bankruptcy, receivership, or any similar proceeding in the past five
|
| years? |
|
| |
|
| Yes: ☐ |
No: ☒ |
If this issuer or any of its predecessors have been the subject
of such proceedings, please provide additional details in the space below:
_____________________
| Trading symbol: |
INGP |
|
| Exact title and class of securities outstanding: |
Common Stock |
|
| CUSIP: |
46020A106 |
|
| Par or stated value: |
0.001 |
|
| |
|
|
| Total shares authorized: |
100,000,000 |
as of date: July 19, 2021 |
| Total shares outstanding: |
55,010,727 |
as of date: December 31, 2021
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 2 of 25
|
| Number of shares in the Public Float2: |
29,477,127 |
as of date: |
December 31,2021 |
| Total number of shareholders of record: |
171 |
as of date: |
December 31,2021
|
All additional class(es) of publicly traded securities (if
any):
| Trading symbol: |
__________ |
|
|
| Exact title and class of securities outstanding: |
__________ |
|
|
| CUSIP: |
__________ |
|
|
| Par or stated value: |
__________ |
|
|
| Total shares authorized: |
__________ |
as of date: |
__________ |
| Total shares outstanding: |
__________ |
as of date: |
__________ |
Transfer Agent
| Name: |
Direct Transfer |
| Phone: |
919-744-2722 |
| Email: |
Julie.Felix@issuerdirect.com |
| Address: |
1 Glenwood Ave, Ste 1001
Raleigh,
NC 27603 |
Is the Transfer Agent registered under the Exchange
Act?3 Yes:
☒ No: ☐
The goal of this section is to provide disclosure with respect
to each event that resulted in any direct changes to the total shares
outstanding of any class of the issuer’s securities in the past two completed
fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological
order, all offerings and issuances of securities, including debt convertible
into equity securities, whether private or public, and all shares, or any other
securities or options to acquire such securities, issued for services. Using the
tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number
of outstanding shares within the past two completed fiscal years and any
subsequent periods: ☐
_____________________________________________________
2
“Public Float” shall mean the total number of unrestricted shares not held
directly or indirectly by an officer, director, any person who is the beneficial
owner of more than 10 percent of the total shares outstanding (a “control
person”), or any affiliates thereof, or any immediate family members of
officers, directors and control persons.
3 To be included in the Pink Current Information
tier, the transfer agent must be registered under the Exchange Act.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 3 of 25
|
Shares Outstanding as of Second Most Recent
Fiscal Year End:
Opening Balance
Date 12/31/19 Common:
2,577127
Preferred: 0 |
*Right-click the rows below and select
“Insert” to add rows as needed.
|
| Date of Transaction |
Transaction type (e.g. new
issuance, cancellation, shares returned to
treasury) |
Number of Shares Issued (or
cancelled) |
Class of Securities |
Value of shares issued
($/per share) at Issuance |
Were the shares issued at
a discount to market price at the time
of issuance? (Yes/No) |
Individual/ Entity Shares were
issued to (entities must have individual with
voting / investment control disclosed). |
Reason for share issuance (e.g. for
cash or debt conversion) -OR- Nature of
Services Provided |
Restricted or Unrestricted as
of this filing. |
Exemption or Registration
Type. |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Bao Shuhan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chan Kim Yan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,500,000 |
Common |
$.01 |
Yes |
James Chan Kin Pong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Chan Leung Yu |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chang Siew Hui |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chen Rui Wen |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chen Zhen Yao |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
5,000,000 |
Common |
$.01 |
Yes |
Chong Mong Yuen |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
20,000 |
Common |
$.01 |
Yes |
Chow Wing Yan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
David Heighington |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Fortuna
Minerals Corp Zbigniew
Lambo,
President |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
3,000,000 |
Common |
$.01 |
Yes |
Fu Kae Fung |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Gu Feng Lei |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
He Xiao Zhen |
Merger |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 4 of 25
|
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Ho Man Chun |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
150,000 |
Common |
$.01 |
Yes |
Mandy Hon Bo Man |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Huo Qilong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,000,000 |
Common |
$.01 |
Yes |
John Wing Ho Lee |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
300,000 |
Common |
$.01 |
Yes |
Kang Tai |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Kok-Mun Ng |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
385,000 |
Common |
$.01 |
Yes |
Keung Kai Pong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
150,000 |
Common |
$.01 |
Yes |
Ricky Lai Kam Kuen |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Lam Wai Tong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
300,000 |
Common |
$.01 |
Yes |
Law Hok Yin |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
280,000 |
Common |
$.01 |
Yes |
Leung Shiu Chung |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
110,000 |
Common |
$.01 |
Yes |
Ma Sin Ming |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Ma Qiong Chan |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Joseph Ng Ka Wai |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
820,000 |
Common |
$.01 |
Yes |
Scott Rose |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Shek Hei Man |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Stryker 11, Inc
Robert |
Achtymichuk,
President |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Sun Jun |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Sun Ying Ying |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
400,000 |
Common |
$.01 |
Yes |
Sun Zhen Ying |
Merger |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 5 of 25
|
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Teddy Chui |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
4,000,000 |
Common |
$.01 |
Yes |
Weng Lok Toh |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,155,000 |
Common |
$.01 |
Yes |
Winnie Yuen Ching Sit |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,000,000 |
Common |
$.01 |
Yes |
Wong Ah Hong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
2,000,000 |
Common |
$.01 |
Yes |
Wong Xian Hor |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Jefferey Chun Fung Wong |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Xu Xing Ming |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Ye Kai Min |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Yi Xiaobo |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
50,000 |
Common |
$.01 |
Yes |
Yik Ngan Ling |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Zhang De Biao |
Merger |
Restricted |
4(a)1 |
| 8/23/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Zhu Mei Ping |
Merger |
Restricted |
4(a)1 |
| 9/17/21 |
New |
5,163,500 |
Common |
$.01 |
Yes |
Scott Rose |
Debt conversion |
Restricted |
144 |
| 9/17/21 |
New |
1,869,500 |
Common |
$.01 |
Yes |
Scott Rose |
Debt conversion |
Restricted |
144 |
| 9/17/21 |
New |
5,180,600 |
Common |
$.01 |
Yes |
Patricia Wilson |
Debt conversion |
Restricted |
144 |
| 11/4/21 |
New |
400,000 |
Common |
$.01 |
Yes |
Sun Zhen Ying |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Sun Zhen Ming |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
ACFT LLC
Cliff
Redekop
Managing
Member |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
300,000 |
Common |
$.01 |
Yes |
Bao Shuhan |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Xu Xing Ming |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Wong Ah Heng |
Merger |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 6 of 25
|
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Winnie Yuen Ching Sit |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Tan Gouwei |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Robert Kah Yin |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Noble
Investment
Corp Dan
Patience
President |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Lin Sai Tao Zhong |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Kok-Mun Ng |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Lee John Wing Ho |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
500,000 |
Common |
$.01 |
Yes |
Hong Ming Xian |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
He Xiao Zhen |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
200,000 |
Common |
$.01 |
Yes |
Chen Zhen Yao |
Merger |
Restricted |
4(a)1 |
| 11/4/21 |
New |
1,000,000 |
Common |
$.01 |
Yes |
Connor Kah Hei Toh |
Merger |
Restricted |
4(a)1 |
| 11/15/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Sun Zhen Ming |
Merger |
Restricted |
4(a)1 |
| 11/15/21 |
New |
100,000 |
Common |
$.01 |
Yes |
Sun Zhen Ying |
Merger |
Restricted |
4(a)1 |
Shares Outstanding on Date of This Report:
Ending
Balance
Ending Balance:
Date
12/31/21
Common:
55,010,727
Preferred:
0 |
|
Example: A company with a fiscal year end of
December 31st, in addressing this item for its quarter ended June 30,
2021, would include any events that resulted in changes to any class of its
outstanding shares from the period beginning on January 1, 2019 through June 30,
2021 pursuant to the tabular format above.
Use the space below to provide any additional details,
including footnotes to the table above:
_________________________
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 7 of 25
|
B. Debt Securities, Including Promissory and Convertible
Notes
Use the chart and additional space below to list and describe
all outstanding promissory notes, convertible notes, convertible debentures, or
any other debt instruments that may be converted into a class of the issuer’s
equity securities.
Check this box if there are no outstanding promissory,
convertible notes or debt arrangements: ☐
| Date of Note Issuance |
Outstanding Balance ($) |
Principal Amount at
Issuance ($) |
Interest Accrued ($) |
Maturity Date |
Conversion Terms (e.g.
pricing mechanism for determining conversion of
instrument to shares) |
Name of Noteholder
(entities must have individual with voting / investment
control disclosed). |
Reason for Issuance
(e.g. Loan, Services, etc.) |
| 12/31/18 |
51,653 |
51,653 |
0 |
Demand |
Conversion rate 0.01 |
Alan Wilson |
Operating funds |
| 06/30/21 |
65,584 |
65,584 |
0 |
Demand |
Conversion rate 0.01 |
Noble House Investments
Scott Rose |
Operating funds
|
Use the space below to provide any additional details,
including footnotes to the table above:
| A. |
The following financial statements
were prepared in accordance with: |
| |
|
|
| |
☒ |
U.S. GAAP |
| |
☐ |
IFRS |
| B. |
The financial statements for this
reporting period were prepared by (name of individual)4: |
| |
|
|
| |
Name: |
Carol Beere |
| |
|
Green Stone Group Holdings LLC
|
| |
Title: |
Managing Member |
| |
Relationship to Issuer: |
None |
Provide the financial statements described below for the most
recent fiscal year or quarter. For the initial disclosure statement (qualifying
for Pink Current Information for the first time) please provide reports for the
two previous fiscal years and any subsequent interim periods.
| C. |
Balance Sheet; |
| D. |
Statement of Income; |
| E. |
Statement of Cash Flows; |
| F. |
Statement of Retained Earnings (Statement of
Changes in Stockholders’ Equity) |
| G. |
Financial notes; and |
| H. |
Audit letter, if audited |
__________________________________
4 The financial statements requested pursuant to
this item must be prepared in accordance with US GAAP or IFRS by persons with
sufficient financial skills.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 8 of 25
|
You may either (i) attach/append the financial statements to
this disclosure statement or (ii) file the financial statements through OTCIQ as
a separate report using the appropriate report name for the applicable period
end. (“Annual Report,” “Quarterly Report” or “Interim Report”).
If you choose to publish the financial statements in a separate
report as described above, you must state in the accompanying disclosure
statement that such financial statements are incorporated by reference. You may
reference the document(s) containing the required financial statements by
indicating the document name, period end date, and the date that it was posted
to OTCIQ in the field below. Financial Statements must be compiled in one
document.
___________
Financial statement information is considered current until the
due date for the subsequent report (as set forth in the qualifications section
above). To remain qualified for Current Information, a company must post its
Annual Report within 90 days from its fiscal year-end date and Quarterly Reports
within 45 days of each fiscal quarter-end date.
| 5) |
Issuer’s Business, Products
and Services |
The purpose of this section is to provide a clear description
of the issuer’s current operations. In answering this item, please include the
following:
| A. Summarize the issuer’s business operations (If
the issuer does not have current operations, state “no operations”) |
The company coordinates with a number of
professional education and training institutions including but not limited to
the Chinese Institute of Certified Financial Planners (HK Branch) Limited
(CICFPHK Branch), the Chinese Institute of Registered Financial Analysts
(CIRFA), Institute of Global Managers (IGM), the Ho
Yingdong Institute of the Hong Kong University of Science and Technology, the
Macau University of Science and Technology and the School of Continuing
Education of Lingnan University of Hong Kong. The
company believes China has the best college and university training in the world
and it is working towards setting international standards for work skills
courses. Its accounting certifications, for example, are recognized in Canada
and the UK. The programs are available in a variety of forms and structures
internationally: programs offered through universities, colleges and continuing
education services, recognized practicing management professional bodies,
workshops and seminars, and on-line e-learning. Specific courses include
bachelor’s in business,
MBA and business PhD; bachelors, masters and PhD in marketing;
bachelor’s in information
technology; bachelors in hotel management; and bachelor’s in international hospitality and
tourism/event management. trained and certified
with.
Please list any subsidiaries, parents, or affiliated
companies.
None
B. Describe the issuers’ principal products or services.
Education with focus on job skills such
as accounting, financial planning, business, hospitality, hotel management and
marketing.
The goal of this section is to provide a potential investor
with a clear understanding of all assets, properties or facilities owned, used
or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets,
properties or facilities of the issuer, give the location of the principal
plants and other property of the issuer and describe the condition of the
properties. If the issuer does not have complete ownership or control of the
property (for example, if others also own the property or if there is a mortgage
on the property), describe the limitations on the ownership.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 9 of 25
|
If the issuer leases any assets, properties or facilities,
clearly describe them as above and the terms of their leases.
Our principal offices are located at 5795 S Sandhill Rd Suite
B, Las Vegas, NV 89120 . The office space is rented on a month-to-month basis at
$900 per month that is currently being provided by the Company President at no
cost.
| 7) |
Company Insiders (Officers, Directors, and
Control Persons) |
The goal of this section is to provide an investor with a clear
understanding of the identity of all the persons or entities that are involved
in managing, controlling or advising the operations, business development and
disclosure of the issuer, as well as the identity of any significant or
beneficial shareholders.
Using the tabular format below, please provide information, as
of the period end date of this report, regarding any person or entity owning 5%
of more of any class of the issuer’s securities, as well as any officer, and any
director of the company, or any person that performs a similar function,
regardless of the number of shares they own. If any insiders listed are
corporate shareholders or entities, provide the name and address of the
person(s) beneficially owning or controlling such corporate shareholders, or the
name and contact information (City, State) of an individual representing the
corporation or entity in the note section.
| Name of Officer/Director or Control
Person |
Affiliation with Company (e.g.
Officer Title /Director/Owner of more than 5%) |
Residential Address (City / State
Only) |
Number of shares owned |
Share type/class |
Ownership Percentage of
Class Outstanding |
Note |
| Clifford P Redekop |
President/Director |
2170 Sandstone Dr Henderson, NV 89044 |
500,000 |
Common |
.09 |
Owned by ACFT LLC Mr. Redekop is the Managing
Member |
| Weng Lok Toh |
Owner of more than 5% |
8-828 Coach Bluff Crescent SW Calgary,
Alberta CAN T3H1AB |
4,000,000 |
Common |
7.27 |
|
| Scott A Rose |
Owner of more than 5% |
1746 Macdonald St Vancouver, BC V6K 3X8
Canada |
7,853,000 |
Common |
14.28 |
|
| Chan Kin Pong |
Owner of more than 5% |
House 27, Roma Viale, Crescendo, 75 San Tam
Rd, Yuen Long, Hong Kong New Territories |
2,500,000 |
Common |
5.42 |
|
| Patricia Wilson |
Owner of more than 5% |
1746 Macdonald St Vancouver, BC V6K 3X8
Canada |
5,180,600 |
Common |
9.42 |
|
| Chong Mong Yuen |
Owner of more than 5% |
No 3 Jalan Sierra Seupteh, Tam Sierra
Seupteh, 50460 Kuala Lumpur, Malaysia |
5,000,000 |
Common |
9.09 |
|
| Lee John Wing Ho |
Owner of more than 5% |
Flat A 1F Blk 6 Kings Park Villa 1 Kings Park
rise Kowloon, Hong Kong |
3,000,000 |
Common |
5.45 |
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 10 of 25
|
| 8) |
Legal/Disciplinary History
|
A. Please identify whether any of the persons or entities
listed above have, in the past 10 years, been the subject of:
|
1. |
A conviction in a criminal proceeding or named
as a defendant in a pending criminal proceeding (excluding traffic
violations and other minor offenses); |
| |
|
|
| |
None |
| |
|
|
|
2. |
The entry of an order, judgment, or decree, not
subsequently reversed, suspended or vacated, by a court of competent
jurisdiction that permanently or temporarily enjoined, barred, suspended
or otherwise limited such person’s involvement in any type of business,
securities, commodities, or banking activities; |
| |
|
|
| |
None |
| |
|
|
|
3. |
A finding or judgment by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission,
the Commodity Futures Trading Commission, or a state securities regulator
of a violation of federal or state securities or commodities law, which
finding or judgment has not been reversed, suspended, or vacated; or
|
| |
|
|
| |
None |
| |
|
|
|
4. |
The entry of an order by a self-regulatory
organization that permanently or temporarily barred, suspended, or
otherwise limited such person’s involvement in any type of business or
securities activities. |
| |
|
|
| |
None |
| B. |
Describe briefly any material pending legal
proceedings, other than ordinary routine litigation incidental to the
business, to which the issuer or any of its subsidiaries is a party or of
which any of their property is the subject. Include the name of the court
or agency in which the proceedings are pending, the date instituted, the
principal parties thereto, a description of the factual basis alleged to
underlie the proceeding and the relief sought. Include similar information
as to any such proceedings known to be contemplated by governmental
authorities. |
| |
|
| |
None |
Please provide the name, address, telephone number and email
address of each of the following outside providers:
Securities Counsel
| Name: |
_______ |
| Firm: |
_______ |
| Address 1: |
_______ |
| Address 2: |
_______ |
| Phone: |
_______ |
| Email: |
_______ |
Accountant or Auditor
| Name: |
Carol Beere |
| Firm: |
Green Stone Group Holdings LLC |
| Address 1: |
2420 Carland Rd |
| Address 2: |
Owosso, MI 48867
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 11 of 25
|
| Phone: |
443-745-6619 |
| Email: |
Carolb444@ugsghs.com
|
Investor Relations
| Name: |
________ |
| Firm: |
________ |
| Address 1: |
________ |
| Address 2: |
________ |
| Phone: |
________ |
| Email: |
________ |
Other Service Providers
Provide the name of any other service provider(s) that that
assisted, advised, prepared or provided information with respect to this
disclosure statement. This includes counsel, broker-dealer(s), advisor(s) or
consultant(s) or provided assistance or services to the issuer during the
reporting period.
| Name: |
________ |
| Firm: |
________ |
| Nature of Services: |
________ |
| Address 1: |
________ |
| Address 2: |
________ |
| Phone: |
________ |
| Email: |
________ |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 12 of 25
|
Principal Executive Officer:
The issuer shall include certifications by the chief executive
officer and chief financial officer of the issuer (or any other persons with
different titles but having the same responsibilities) in each Quarterly Report
or Annual Report.
The certifications shall follow the format below:
I, Clifford P Redekop certify that:
1. I have reviewed this annual
disclosure statement of International Professional Trainings Group
LTD;
2. Based on my knowledge, this
disclosure statement does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial
statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer as
of, and for, the periods presented in this disclosure statement.
February 11, 2022
/s/ Clifford P Redekop
Clifford P Redekop, President
Principal Financial Officer:
I, Clifford P Redekop certify that:
1. I have reviewed this annual
disclosure statement of International Professional Trainings Group
LTD;
2. Based on my knowledge, this
disclosure statement does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial
statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer as
of, and for, the periods presented in this disclosure statement.
February 11, 2022
/s/ Clifford P Redekop
Clifford P Redekop, Chief Financial Officer
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 13 of 25
|
International Professional Trainings Group LTD
Balance Sheet
(unaudited)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
At |
|
|
At |
|
| |
|
December 31, |
|
|
December 31, |
|
| ASSETS |
|
2021 |
|
|
2020 |
|
| Current Assets |
|
|
|
|
|
|
| Cash |
|
S24,979 |
|
|
S 15 |
|
| Accounts receivable |
|
41,772 |
|
|
- |
|
| Total Current Assets
|
|
66,751 |
|
|
15 |
|
| |
|
|
|
|
|
|
| Fixed Assets |
|
|
|
|
|
|
| Fixed assets, net |
|
- |
|
|
- |
|
| Total Fixed Assets |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Other Assets |
|
|
|
|
|
|
| Rental deposits |
|
6,943 |
|
|
- |
|
| Prepaid taxes |
|
2,508 |
|
|
- |
|
| Goodwill |
|
645,451 |
|
|
- |
|
| Total Other Assets |
|
654,902 |
|
|
- |
|
| |
|
|
|
|
|
|
| TOTAL ASSETS |
$ |
721,653 |
|
$ |
15 |
|
| |
|
|
|
|
|
|
| LIABILITIES &
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
| Current Liabilities
|
|
|
|
|
|
|
| Accounts payable and accrued
liabilities |
$ |
37,788 |
|
$ |
15,905 |
|
| Due to related parties |
|
126,209 |
|
|
173,000 |
|
| Current notes payable |
|
190,402 |
|
|
- |
|
| Total Current
Liabilities |
|
354,399 |
|
|
188,905 |
|
| |
|
|
|
|
|
|
| Long term notes payable |
|
192,787 |
|
|
- |
|
| |
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
547,186 |
|
|
188,905 |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Stockholders’ Equity
(Deficit) |
|
|
|
|
|
|
Common stock, 100,000,000
authorized, par value $.001,
issued and outstanding 55,010,727 and
2,577,127 at
December 31, 2021, and December 31, 2020, respectively
|
|
55,011 |
|
|
2,577 |
|
| Paid in capital |
|
4,975,145 |
|
|
4,503,243 |
|
| Retained deficit |
|
(4,855,689 |
) |
|
(4,694,710 |
) |
| Total Stockholders’ Equity
(Deficit) |
|
174,467 |
|
|
(188,890 |
) |
| |
|
|
|
|
|
|
| Total Liabilities and
Stockholders’ Deficit |
$ |
721,653 |
|
$ |
15 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 14 of 25
|
International Professional Trainings Group LTD
Statement of
Operations
(unaudited)
| |
|
Year Ended |
|
| |
|
December 31, 2021
|
|
| |
|
|
|
| Revenue |
|
|
|
| Sales |
$ |
85,216 |
|
| Total Revenue |
|
85,216 |
|
| |
|
|
|
| Cost of Goods Sold |
|
|
|
| Cost of Goods Sold |
|
- |
|
| Total Cost of Goods
|
|
- |
|
| |
|
|
|
| Gross Profit |
$ |
85,216 |
|
| |
|
|
|
| Expenses |
|
|
|
| Bank fees |
$ |
74 |
|
|
Officers contract |
|
13,000 |
|
| Management fee |
|
4,110 |
|
|
Contract labor |
|
2,834 |
|
| Professional fees
|
|
40,475 |
|
|
Public company |
|
4,495 |
|
| State and resident
agent fees |
|
4,825 |
|
|
Management salary |
|
66,278 |
|
| Insurance |
|
508 |
|
|
Salaries and wages |
|
63,051 |
|
| Rent |
|
17,323 |
|
|
Application fee |
|
17,086 |
|
| Printing |
|
2,504 |
|
|
Certification Fee |
|
2,436 |
|
| General and
administrative |
|
5,957 |
|
| Total Expenses |
|
244,956 |
|
| |
|
|
|
| Income (Loss) from
Operations |
|
(159,740 |
) |
| |
|
|
|
| Other Income
(Expenses) |
|
|
|
| Interest expense |
|
(3,415 |
) |
| Other income (loss) |
|
2,176 |
|
| Total Other Income (Expense) |
|
(1,239 |
) |
| |
|
|
|
| Net (Loss) Before Provision for Income
Tax |
|
(160,979 |
) |
| |
|
|
|
| Provision for income taxes |
|
- |
|
| |
|
|
|
| Net Loss |
$ |
(160,979 |
) |
| |
|
|
|
| Basic and diluted loss per share |
$ |
(.00 |
) |
| |
|
|
|
| Weighted average number of common shares
– basic and diluted |
|
18,906,665 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 15 of 25
|
International Professional Trainings Group LTD Statement of
Cash Flows (unaudited)
| |
|
Year Ended |
|
| |
|
December 31, |
|
| |
|
2021 |
|
| CASH FLOWS FROM
OPERATING ACTIVITIES |
|
|
|
| |
|
|
|
| Net income (loss) |
$ |
(160,979 |
) |
| Adjustments to reconcile net loss to net cash
|
|
|
|
| Provided by (used in)
operating activities: |
|
|
|
| Stock issued for services |
|
- |
|
| Amortization |
|
- |
|
| |
|
|
|
| Changes in operating assets
and liabilities: |
|
|
|
| (Increase) decrease in accounts receivable,
prepaid taxes and due |
|
|
|
| from related parties |
|
(44,280 |
) |
| (Increase) decrease in inventory |
|
- |
|
| Increase (decrease) in
accounts payable, accrued |
|
|
|
| expenses, deposits, prepaid and due related
parties |
|
148,091 |
|
| Net cash used by operating
activities |
|
(57,168 |
) |
| |
|
|
|
| CASH FLOWS FROM
INVESTING ACTIVITIES |
|
|
|
| Acquisition of property and equipment |
|
- |
|
| Rental deposits |
|
(6,943 |
) |
| Net cash (used) in investing
activities |
|
(6,943 |
) |
| |
|
|
|
| CASH FLOWS FROM FINANCIANG
ACTIVITIES |
|
|
|
| Proceeds from notes payable,
net |
|
66,265 |
|
| Proceeds from sale of common stock |
|
- |
|
| Net cash provided by
financing activities |
|
- |
|
| |
|
|
|
| Net increase (decrease) in
cash and cash equivalents |
$ |
2,154 |
|
| Cash at beginning of period |
$ |
22,825 |
|
| Cash at end of period
|
$ |
24,979 |
|
| |
|
|
|
| SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION |
|
|
|
| |
|
|
|
| Interest paid |
$ |
-
|
|
| Income taxes paid |
$ |
- |
|
These financial statements present fairly, in all respects, the
financial position of the company and the results of its operations and cash
flows for the periods presented in conformity with GAAP in the United States
consistently applied and hereby certified by Alan Wilson, CEO.
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 16 of 25
|
International Professional Trainings Group LTD
Statement of Stockholders’ Deficit (unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
| Balance, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 |
|
- |
|
$ |
- |
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183 |
|
$ |
(4,681,448 |
) |
$ |
(175,628 |
) |
| Net loss for the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,647 |
) |
|
(6,647 |
) |
| Balance, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2019 |
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183 |
|
$ |
(4,688,095 |
) |
$ |
(182,275 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,615 |
) |
|
(6,615 |
) |
| Balance, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2020 |
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183 |
|
$ |
(4,694,710 |
) |
$ |
(188,890 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares cancelled for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| reverse 1:15 |
|
|
|
|
|
|
|
(36,060,048 |
) |
|
(36,060 |
) |
|
36,060 |
|
|
|
|
|
- |
|
| Shares issued for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| merger |
|
|
|
|
|
|
|
40,220,000 |
|
|
40,220 |
|
|
361,980 |
|
|
|
|
|
402,200 |
|
| Shares issued for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| debt conversion |
|
|
|
|
|
|
|
12,213,600 |
|
|
12,214 |
|
|
109,922 |
|
|
|
|
|
122,136 |
|
| Net loss for year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160,979 |
) |
|
(160,979 |
) |
| Balance, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2021 |
|
- |
|
|
S - |
|
|
55,010,727 |
|
$ |
55,011 |
|
$ |
4,975,145 |
|
$ |
(4,855,689 |
) |
$ |
174,467 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 17 of 25
|
NOTE 1: Summary of Significant Accounting Policies, Nature
of Operations and Use of Estimates:
Nature of Business
International Professional Training Group LTD (the "Company")
was incorporated under the laws of the State of Nevada under the name Longevity
Store.COM on March 25, 1999. On May 18, 2021, the Company changed its name to
International Professional Training Group LTD.
International Professional Training Group LTD is an
international provider of college and university works skills courses with
professional certifications. It is also using Chinese dominance in education to
create international education and professional certification standards.
Basis of Presentation
The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America and pursuant to the rules and regulations of the United States
Securities and
Exchange Commission (“SEC”).
The preparation of the financial statements requires management
to make estimates and assumptions that affect the reported amounts in the
financial statements, including the estimated useful lives of tangible and
intangible assets. Management believes the estimates used in preparing the
financial statements are reasonable and accurate. Actual results could differ
from these estimates.
Consolidation
The accompanying condensed financial statements of the Company
include the financial position, results of operations and cash flows of the
Company. The Company has no subsidiaries.
Revenue Recognition
Revenue is recognized in accordance with SEC Staff Accounting
Bulletin No. 104, “Revenue Recognition in Financial Statements”. The Company
recognizes revenue when the significant risks and rewards of ownership have been
transferred to the customer pursuant to applicable laws and a regulation,
including factors such as when there is evidence of a sale arrangement, delivery
has occurred, or service has been rendered, the price to the buyer is fixed or
determinable, and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements, in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions, which 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.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 18 of 25
|
Cash and Cash Equivalents
Cash and Cash equivalents are considered to be highly liquid
investments purchased with an initial maturity of three (3) months or less.
Inventories
Inventories are valued at the lower of cost or net realizable
value with cost using the first in first out method.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company's
assessment of the collectability of customer accounts. The Company regularly
reviews the allowance by considering factors such as historical experience,
credit quality, the age of the account receivable balances and current economic
conditions.
Property and Equipment
Property and equipment are carried at cost less accumulated
depreciation. Expenditures for maintenance and repairs are charged to operations
when incurred, while additions and improvements are capitalized. The Company
depreciates the costs of these assets over their estimated useful lives. When
assets are retired or disposed, the asset's original cost and related
accumulated depreciation are eliminated from accounts and any gain or loss is
reflected in income. Depreciation and amortization are generally accounted for
using the straight-line method over the estimated useful lives of the assets as
follows:
| Office, protective and demonstration, and
computer equipment |
4 Years |
| Manufacturing equipment |
10 Years |
| Leasehold improvements |
lease term |
Long-lived Assets
Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the book value of the asset may not be
recoverable. The Company periodically evaluates whether events and circumstances
have occurred that indicate possible impairment. When impairment indicators
exist, the Company uses market quotes, if available or an estimate of the future
undiscounted net cash flows of the related asset or asset group over the
remaining life in measuring whether or not the asset values are recoverable.
Intangibles
The Company's intangible assets consist of goodwill from the
recently completed merger.
Research and Development
Research and development costs are expensed as incurred in
accordance with SFAS No. 2 Accounting for Research and Development Costs.
Material and equipment are capitalized and amortized over their estimated useful
lives should management determine that such expenditures meet the criteria.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 19 of 25
|
Accounting for Stock Based Compensation
The Company recognizes all share-based payments to employees,
including grants of employee stock options, as compensation expense in the
financial statements based on their fair values. That expense will be recognized
over the period during which an employee is required to provide services in
exchange for the award, known as the requisite service period (usually the
vesting period).
The Company accounts for stock-based compensation awards issued
to non-employees for services and financing arrangements, as prescribed by FASB
ASC 505-50, Equity-Based Payments to Non-Employees, at either the fair
value of the services rendered or the instruments issued in exchange for such
services, whichever is more readily determinable. The fair value of common stock
issued for services is based on the closing stock price on the date the common
stock was issued.
In September 2006, the Financial Accounting Standards Board
(FASB) introduced a framework for measuring fair value and expanded required
disclosure about fair value measurements of assets and liabilities. The Company
adopted the standard for those financial assets and liabilities as of the
beginning of the 2008 fiscal three months and the impact of adoption was not
significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value
Measurements and Disclosures” (ASC 820) defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the
measurement date. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2) an
entity’s own assumptions about market participant assumptions developed based on
the best information available in the circumstances (unobservable inputs). The
fair value hierarchy consists of three broad levels, which gives the highest
priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
|
• |
Level 1 - Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities. |
| |
|
|
|
• |
Level 2 - Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability,
either directly or indirectly, including quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; inputs other than
quoted prices that are observable for the asset or liability (e.g.,
interest rates); and inputs that are derived principally from or
corroborated by observable market data by correlation or other means.
|
| |
|
|
| |
• |
Level 3 - Inputs that are both significant to
the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to management as of
September 30, 2021. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values due to the short-term
nature of these instruments. These financial instruments include accounts
receivable, other current assets, accounts payable, accrued compensation and
accrued expenses. The fair value of the Company’s notes payable is estimated
based on current rates that would be available for debt of similar terms which
is not significantly different from its stated value.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 20 of 25
|
Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
consolidated financial statements carrying amounts of existing assets and
liabilities and their respective income tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the three months 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 as income in the period that included the
enactment date. Due to the Company’s continued losses, the Company has placed a
full valuation allowance against the deferred tax asset.
The Company records stock as issued at the time consideration
is received or the obligation is incurred.
Basic and diluted earnings per share are computed by dividing
net income (loss) by the weighted-average number of shares of common shares
outstanding during the three months. Diluted earnings per share are computed by
dividing net income (loss) by the weighted average number of shares of common
stock outstanding and dilutive options outstanding during the three months.
Common stock to be issued upon conversion of preferred stock, convertible debt
and common stock options has not been included in dilutive earnings per share
due to the Company’s losses and their anti-dilutive effect.
Foreign Currency Translation
The accompanying consolidated financial statements are
expressed in United States dollars, which is the Company's functional currency.
All transactions in foreign currencies have been converted to United States
dollar transactions or balances are included in the determination of net and
comprehensive income. Transactions in foreign currency are translated into
United States dollars in accordance with SFAS No. 52, Foreign Currency
Translation, as follows:
| i. |
monetary items at the rate prevailing, at the balance
sheet date; |
| ii |
non-monetary items at the historical exchange
rate; |
| iii |
revenue and expenses at the average rate in effect during
the applicable reporting period. |
Income Taxes
The Company complies with the Provisions of SFAS No. 109
“Accounting for Income Taxes”. Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible amounts and are
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred income tax assets to the amount
expected to be realized.
Adjustments for Reverse Split
All balance sheet amounts for prior periods have been adjusted
for a 1:15 reverse split effected on July 21, 2021.
Income (Loss) Per Share
In accordance with SFAS No. 128, “Earnings Per Share”, the
basic net loss per common share is computed by dividing net loss available to
common stockholders by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed similar to basic net loss per
common share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
As of the date of these financial statements, diluted net loss per share is
equivalent to basic net loss per share as there were no dilutive securities
outstanding and the Company net loss is deemed anti-dilutive.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 21 of 25
|
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist of cash and cash equivalents and accounts
receivables. The Company places its cash with high quality financial
institutions which at times may exceed the FDIC $250,000 insurance limit. The
Company extends credit based on an evaluation of the customer’s financial
condition, generally without collateral. Exposure to losses on receivables is
principally dependent on each customer’s financial condition. The Company
monitors its exposure for credit losses and maintains allowances for anticipated
losses, as required. Accounts are “written-off” when deemed uncollectible.
New Accounting Pronouncements
None that will have a material effect in fiscal 2021 to company
operations.
NOTE 2: Related Party Transactions
Certain stockholders had made certain advances to the Company
on an interest free basis, payable upon demand. The Company has not computed
interest on the advances and has treated the interest of $0 as contributed
capital with an offset to interest expense.
During the year ended December 31, 2021, the officer paid
expenses on the Company’s behalf and advanced the Company a net amount of
$0.
NOTE 3: Non-Cash Transactions
The following non-cash investing and financing activities
occurred during the period from January 1, 2021, through September 30, 2021:
None.
NOTE 4: Management's discussion and analysis or plan of
operations
A. Plan of Operation
|
(i) |
We cannot currently satisfy our existing cash
needs and will need to raise additional capital unless a substantial
improvement in sales occurs during the next twelve months. |
|
(ii) |
The Company currently has limited revenue from
its product sales and is seeking capital, the acquisition of new products
additional training partners to facilitate our business plan. |
| |
(iii) |
We do not expect to purchase additional
plant or equipment except as required from sales growth. |
| |
(iv) |
We expect to hire additional full-time
staff with the increase in sales or as required by expansion.
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 22 of 25
|
B. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
1. Year ended period
(i) The accompanying financial statements represent accurately
the condition of the business showing limited sales. We expect growth as capital
is raised to facilitate our business plan.
(ii) The Company does not have sufficient working capital but
has lines of credit available for meeting our capital requirements for the
coming twelve months.
(iii) We have no commitments for capital expenditures.
(iv) No known trends are expected that have not already
impacted us.
(v) All significant elements of income or loss come from our
continued operations.
(vi) The company increased its expenses in the nine-months
ended September 30, 2021, with the completion of a merger during the period as
indicated on the Profit and Loss Statement attached above.
(vii) Our products are not seasonal C. Off Balance Sheet
Arrangements None known or anticipated.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern no adjustments have
been made for any other outcome.
We are currently seeking financing to continue our businesses.
There is no assurance that we will find financing to continue our projects.
The impacts of our completed merger are presented below. The
merger was accounted for as an asset purchase as the target company was merged
with then Goliath Resources, Inc. (GRGH) with GRGH remaining as the surviving
entity.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 23 of 25
|
| Balance Sheet |
| |
|
|
|
| Assets |
|
|
|
| Current Assets |
|
|
|
| Cash |
$ |
22,814.68 |
|
| Security deposit |
|
6,943.08 |
|
| Prepaid taxes |
|
2,508.33 |
|
| Due from related companies |
|
39,713.78 |
|
| Total current assets |
$ |
71,979.87 |
|
| |
|
|
|
| Other Assets |
|
|
|
| Goodwill |
|
556,450.74 |
|
| Total Other Assets |
|
556,450.74 |
|
| Total Assets |
$ |
628,430.61 |
|
| |
|
|
|
| Liabilities |
|
|
|
| Current Liabilities |
|
|
|
| Accounts payable related companies |
$ |
66,536.97 |
|
| Accrued expenses |
|
15,833.33 |
|
| Due directors |
|
43,925.82 |
|
| Current portion bank notes
payable |
|
59,772.70 |
|
| Total Current Liabilities |
$ |
186,068.82 |
|
| |
|
|
|
| Long-Term Liabilities |
|
|
|
| Long-term portion bank notes
payable |
|
129,161.79 |
|
| Total Long -Term Liabilities |
|
129,161.79 |
|
| Total Liabilities |
$ |
315,230.61 |
|
| |
|
|
|
| Stockholders’ Equity |
|
|
|
| Common stock |
$ |
31,320.00 |
|
| Additional paid in capital |
|
281,880.00 |
|
| Total Stockholders’ Equity |
$ |
313,200.00 |
|
| |
|
|
|
| Total Liabilities and Stockholders’ Equity
|
$ |
628,430.61 |
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 24 of 25
|
NOTE 5: Legal proceedings.
Legal/Disciplinary History
1. No officer or director has not been
convicted in a criminal proceeding and has not been named as a defendant in a
pending criminal proceeding.
2. No officer or director has had the
entry of an order, judgment, or decree, by a court of competent jurisdiction,
that permanently or temporarily enjoined, barred, suspended, or limited his
involvement in any type of business, securities, commodities, or banking
activities.
3. No officer or director has had a
finding or judgment by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission, the Commodity Futures Trading
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding, or judgment has not been reversed,
suspended, or vacated.
4. No officer or director has had the
entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended, or otherwise limited either person's involvement
in any type of business or securities activities.
NOTE 6: Subsequent Events.
None.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(June 24, 2021) |
Page 25 of 25
|
Disclosure Statement Pursuant to the Pink
Basic Disclosure Guidelines
| |
Nika BioTechnology, Inc.
|
|
| |
2269 Merrimack Valley Avenue |
|
| |
| |
Henderson, NV 89044 |
|
| |
(702) 326-3615 |
|
| |
www.nikabiotechnology.com |
|
| |
info@nikabiotechnology.com |
|
| |
SIC Code: 8052 |
|
Annual Report
For the period ending December 31, 2023 (the
“Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
204,205,027 as of December 31, 2023
204,205,027 as of December 31, 2022
Shell Status
| Indicate by check mark whether the company is a
shell company (as defined in Rule 405 of the Securities Act of 1933, Rule
12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of
1934): |
| |
| Yes: |
[ ] |
No: |
[ ] |
| |
|
|
|
| Indicate by check mark whether the company’s
shell status has changed since the previous reporting period: |
| |
| Yes: |
[ ] |
No: |
[ ] |
| |
|
|
|
| Change in Control |
| Indicate by check mark whether a Change in
Control1 of the company has occurred over this reporting
period: |
| |
| Yes: |
[ ] |
No: |
[ ] |
____________________________________________
1
“Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities;
(ii) The consummation
of the sale or disposition by the Company of all or substantially all of the
Company’s assets;
(iii) A change in the composition of the Board occurring
within a two (2)-year period, as a result of which fewer than a majority of the
directors are directors immediately prior to such change; or (iv) The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 1 of 24
|
| 1) |
Name and address(es) of the issuer and its
predecessors (if any) |
In answering this item, provide the current name of the issuer
and names used by predecessor entities, along with the dates of the name
changes.
Nika BioTechnology, Inc. 08/29/2022
International Professional Trainings Group LTD 7/21/2021
Goliath Resources, Inc. 5/20/2003 Longevity Store Com 3/25/1999
through 5/19/2003
Current State and Date of Incorporation or Registration:
Nevada October 4, 2021 Standing in this jurisdiction: (e.g. active,
default, inactive): Active
Prior Incorporation Information for the issuer and any
predecessors during the past five years: International Professional Trainings
Group LTD Nevada 7/21/2021
Describe any trading suspension or halt orders issued by the
SEC or FINRA concerning the issuer or its predecessors since inception:
None
List any stock split, dividend, recapitalization, merger,
acquisition, spin-off, or reorganization either currently anticipated or that
occurred within the past 12 months:
None
Address of the issuer’s principal executive office:
2269 Merrimack Valley Avenue Henderson, NV
89044
| Address of the issuer’s principal place of
business: |
| [ ] |
Check if principal executive office and
principal place of business are the same address:
|
Has the issuer or any of its
predecessors been in bankruptcy, receivership, or any similar proceeding
in the past five
years? |
|
| |
|
| No: [ ] |
Yes: [ ] If Yes, provide additional
details below: |
Transfer Agent/
| Name: |
Issuer Direct Corporation |
| Phone: |
919-744-2722/ |
| Email: |
Julie.felix@issuerdirect.com |
| Address: |
1 Glenwood Ave Ste 1001
Raleigh,
NC 27603/ |
|
|
|
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 2 of 24
|
Publicly Quoted or Traded Securities://
The goal of this section is to provide a clear understanding
of the share information for its publicly quoted or traded equity securities.
Use the fields below to provide the information, as applicable, for all
outstanding classes of securities that are publicly traded/quoted.
Trading symbol: NIKA
Exact title and class of securities outstanding: Common
Stock/ CUSIP: 46020A106/ Par or stated value: 0.001
Total shares authorized: 500,000,000 as of
date: July 27, 2022/ Total shares outstanding: 204,205,027 as of
date: December 31, 2023/ Total number of shareholders of record: 180
as of date: December 31, 2023/
Please provide the above-referenced information for all
other publicly quoted or traded securities of the issuer.
Other classes of authorized or outstanding equity
securities that do not have a trading symbol:
The goal of this section is to provide a clear understanding
of the share information for its other classes of authorized or outstanding
equity securities (e.g., preferred shares that do not have a trading symbol).
Use the fields below to provide the information, as applicable, for all other
authorized or outstanding equity securities.
Exact title and class of the security: Preferred Stock/
Par or stated value: 0.001
Total shares authorized: 10,000,000 as of
date: July 27, 2022/ Total shares outstanding: 10,000,000 as of date:
December 31, 2023// Total number of shareholders of record: 1
as of date: December 31, 2023
Please provide the above-referenced information for all
other classes of authorized or outstanding equity securities.
Security Description:
The goal of this section is to provide a clear understanding
of the material rights and privileges of the securities issued by the
company. Please provide the below information for each class of the company’s
equity securities, as applicable:/
| |
1. |
For common equity, describe any dividend,
voting and preemption rights. |
| |
|
|
| |
|
One share/one vote |
| |
|
|
| |
2. |
For preferred stock, describe the dividend,
voting, conversion, and liquidation rights/as well as
redemption or sinking fund provisions. |
| |
|
|
|
The preferred stock provides the owner with
500 votes per share held on any matter submitted to a vote at any
meeting of shareholders or any actions that may be taken without a
meeting |
| |
|
|
| |
3. |
Describe any other material rights of common
or preferred stockholders. |
| |
|
|
| |
|
None/ |
| |
|
|
| |
4. |
Describe any material modifications to
rights of holders of the company’s securities that have
occurred over the reporting period covered by this
report. |
| |
|
| |
|
None |
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 3 of 24
|
The goal of this section is to provide disclosure with
respect to each event that resulted in any changes to the total shares
outstanding of any class of the issuer’s securities in the past
two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological
order, all offerings and issuances of securities, including debt convertible
into equity securities, whether private or public, and all shares, or any other
securities or options to acquire such securities, issued for services. Using the
tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares for the two
most recently completed fiscal years and any subsequent period.
| Indicate by check mark whether there were any
changes to the number of outstanding shares within the past two completed
fiscal years: |
|
| No: ☐ |
Yes: ☒(If yes, you must complete the table
below) |
Shares
Outstanding
Opening Balance:
Date
01/01/22
Common: 45,510,727
Preferred: 0
|
*Right-click the rows below and select “Insert” to add
rows as needed.
|
| Date of Transaction |
Transaction type (e.g., new
issuance, cancellation, shares returned to
treasury) |
Number of Shares Issued
(or cancelled) |
Class of Securities |
Value of shares issued
($/per share) at Issuance |
Were the shares issued at
a discount to market price at the time
of issuance? (Yes/No) |
Individual/ Entity Shares were
issued to. ***You must disclose the control
person(s) for any entities listed. |
Reason for share issuance (e.g.
for cash or debt conversion) - OR- Nature
of Services Provided |
Restricted or Unrestricted as
of this filing. |
Exemption or Registration
Type. |
| 2/8/22 |
New |
500,000 |
Common |
$.01 |
Yes |
ACFT
LLC
Cliff
Redekop
Managing
Member |
Services |
Restricted |
4(a)2 |
| 2/8/22 |
New |
500,000 |
Common |
$.01 |
Yes |
Kelly Applebee |
Services |
Restricted |
144 |
| 4/20/22 |
New |
100,000 |
Common |
$.01 |
Yes |
Elmer Johnson |
Services |
Restricted |
144 |
| 4/20/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Darren Johnson |
Services |
Restricted |
144 |
| 7/14/22 |
New |
80,000 |
Common |
$.01 |
Yes |
Zhou Cuicui |
Merger |
Restricted |
4(a)1 |
| 7/14/22 |
New |
100,000 |
Common |
$.01 |
Yes |
Zhao Xin |
Merger |
Restricted |
4(a)1 |
| 8/5/22 |
New |
5,165,300 |
Common |
$.01 |
Yes |
Alan Wilson |
Debt Conversion |
Restricted |
144 |
| 8/5/22 |
New |
6,558,400 |
Common |
$.01 |
Yes |
Noble
Investment
Corp |
Debt Conversion |
Restricted |
144 |
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 4 of 24
|
|
|
|
|
|
|
Dan
Patience
President |
|
|
|
| 8/9/22 |
New |
2,090,600 |
Common |
$.001 |
Yes |
Dimitar Slavchev Savov |
Acquisition |
Restricted |
4(a)1 |
| 8/9/22 |
New |
125,000,000 |
Common |
$.001 |
Yes |
Dimitar Slavchev Savov |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Xia Bo |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
1.590.000 |
Common |
$.01 |
Yes |
Weng Lok Toh |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Harold Clark |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
40,000 |
Common |
$.01 |
Yes |
Zhou Cuicui |
Service acquisition assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
1220493 BC LTD Andy Jagpal President |
Service acquisition assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Zhou Xin |
Service acquisition assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
Alan Au |
Acquisition |
Restricted |
4(a)1
|
| |
|
|
|
|
|
|
|
|
|
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Zhou Zhimin |
Acquisition |
Restricted |
4(a)1
|
| 9/7/22 |
New |
3,500,000 |
Common |
$.01 |
Yes |
Kin Pong James Chan |
Service acquisition assistance |
Restricted |
4(a)2 |
| 9/7/22 |
New |
50,000 |
Common |
$.01 |
Yes |
Leung Yu Chan |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Bo Chen |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
Richard F Cindric |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
500,000 |
Common |
$.01 |
Yes |
International Professional Training Group LTD
Weng Lok Toh Manager |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Jie Chen |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
150,000 |
Common |
$.01 |
Yes |
Chun Cheung Lai |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
140,000 |
Common |
$.01 |
Yes |
Leung Shiu Chung |
Acquisition |
Restricted |
4(a)1 |
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 5 of 24
|
| 9/7/22 |
New |
55,000 |
Common |
$.01 |
Yes |
Ma Sui Ming |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
25,000 |
Common |
$.01 |
Yes |
Shek Hei Man |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Shen Xuan |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Wei Han Hui |
Acquisition |
Restricted |
4(a)1 |
| 9/7/22 |
New |
200,000 |
Common |
$.01 |
Yes |
Zhang Hoa Xia |
Acquisition |
Restricted |
4(a)1 |
| 8/9/22 |
New |
10,000,000 |
Preferred |
$.001 |
No |
Dimitar Slavchev Savov |
Acquisition |
Restricted |
4(a)1 |
Shares Outstanding on Date of This Report:
Ending
Balance
Ending Balance:
Date
12/31//23
Common: 204,205,027
Preferred:10,000,000 |
|
|
|
|
|
|
|
Example: A company with a fiscal year end of
December 31st 2023, in addressing this item for its Annual Report,
would include any events that resulted in changes to any class of its
outstanding shares from the period beginning on January 1, 2022 through December
31, 2023 pursuant to the tabular format above.
***Control persons for any entities in the table above
must be disclosed in the table or in a footnote here.
B. Promissory and Convertible Notes
| Indicate by check mark whether there are any
outstanding promissory, convertible notes, convertible debentures, or any
other debt instruments that may be converted into a class of the issuer’s
equity securities: |
| |
|
| No: [ ] |
Yes: [ ] (If yes, you must complete
the table below) |
| Date of Note Issuance |
Outstanding Balance ($) |
Principal Amount at
Issuance ($) |
Interest Accrued ($) |
Maturity Date |
Conversion Terms (e.g. pricing
mechanism for determining conversion of instrument to
shares) |
Name of Noteholder. *** You must
disclose the control person(s) for any entities listed.
|
Reason for Issuance (e.g.
Loan, Services, etc.) |
|
_________________
|
_________________ |
_________________ |
_________________ |
_________________ |
_________________ |
_________________ |
_________________ |
***Control persons for any entities in the table above
must be disclosed in the table or in a footnote here.
Use the space below to provide any additional details,
including footnotes to the table above:
_____________
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 6 of 24
|
| 4) |
Issuer’s Business, Products and Services
|
The purpose of this section is to provide a clear description
of the issuer’s current operations.
Ensure that these descriptions are
updated on the Company’s Profile on www.OTCMarkets.com.
| A. |
Summarize the issuer’s business operations (If
the issuer does not have current operations, state “no operations”)
|
Nika BioTechnology, Inc. is a
biotechnological company, which specializes in the treatment of AIDS, Chronic
Hepatitis B and C, Rheumatoid Arthritis, Cancer, Diabetes, and all diseases, for
which a strengthened cell immunity is of vital importance. NIKA specializes in
the field of scientific research with the goal of creating and developing new
drugs and dietary supplements. At this moment in time, NIKA's intellectual
property includes six drugs in injection form - two of which have successfully
undergone clinical trials with good treatment results - and eight dietary
supplements. The goal of NIKA is to not only achieve corporate profits, but to
also improve the quality of life of the population by providing better and
easier access to life-saving medicinal drugs and useful dietary supplements.
| B. |
Please list any subsidiaries, parents, or
affiliated companies. |
Subsidiary: Nika Europe,
Ltd., UIC: 206925008, 40% ownership, effective October 11, 2022
| C. |
Describe the issuers’ principal products or
services |
ITV-1 is presented in the form
of 16 injections – one vial of the medicine contains 3 ml of the active compound
per injection – which are administered biweekly on consecutive days for eight
weeks using an intramuscular method. At this stage, a complete treatment of AIDS
with ITV-1 requires only 2 sets of 16 injections. ITV-1 has undergone
through Phases I, II and III, the latter of which is comprised of a clinical
trial conducted in Specialized Hospital for Active Treatment of Infectious and
Parasitic Deceases “Professor Ivan Kirov”, Sofia on 31 patients suffering from
AIDS in the advanced stages of the disease. The results of the clinical trial
can be summarized as follows:
| |
• |
improvement in the immune indices in
the absolute number of Ly, CD3 T, CD4 T, CD8 T, B Ly, NK and in the
percentage of CD3 T, CD4 T, CD8 T, B Ly, NK, and of the index CD4/CD8,
|
|
| |
• |
decrease in the viral load; a good treatment
effect on opportunistic infections, |
| |
• |
very good compatibility with all of the other
modern antiretroviral drugs, |
| |
• |
very good tolerance in all patients and
complete absence of side effects. |
We can add to this information that we
have tested ITV-1 on volunteers suffering from other diseases such as Cancer,
Chronic Hepatitis B and C, Diabetes A and B, Rheumatoid Arthritis, and others
with tremendous results.
Thymus Nuclear Glycoprotein (“TNG”) is
presented in the form of 16 injections – one vial of the medicine contains 2 ml
of the 11mg/mL active compound per injection – which are administrated biweekly
on consecutive days for eight weeks using an intramuscular method. At this
stage, a treatment of AIDS with TNG requires only 2 sets of 16 injections. we
have completed Phase III for TNG, which is comprised of a clinical trial
conducted in 1998 in Specialized Hospital for Active Treatment of Infectious and
Parasitic Deceases “Professor Ivan Kirov”, 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 and can be
summarized as follows:
| |
• |
General decrease in the viral load and general
increase in the number of CD4+ cells. |
| |
• |
No unwelcome medical reactions and unwanted
events. |
| |
• |
Total absence of toxicity in comparison to
contemporary antiretroviral remedies. |
| |
• |
Substantial improvement of the general
condition and lack of opportunistic infections in almost all patients.
|
| |
• |
Easy short-term application that does not
require hospitalization. |
Carotilen improves and regulates
the metabolism of the epithelial cells and protects them from degenerative
alterations. 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. Carotilen may be used in cases of malnutrition or
impairment of intestinal resorption, connected with avitaminosis – A: during
strict diets for weight reduction, impaired fat metabolism, protein deficiency,
diseases of the pancreas, pregnant individuals with malnutrition, users of
cigarettes and alcohol. Carotilen can also be included as part of a
complex therapy of many diseases – acute and chronic infections, hepatitis,
cirrhosis, cystic fibrosis and erythropoietic porphyria. Carotilen, as a
dietary supplement, is a prophylactic candidate for malignant neoplasms.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 7 of 24
|
Physiolong is one of those compositions whose active
principles harmoniously bind to cellular metabolism and normalize the
functioning of various organs - brain, muscles, internal organs, etc.
Physiolong is an original biostimulator, the composition of which
includes natural biologically active substances with a favorable rapid effect on
the energy balance of the human organism. Physiolong may be used in a
period of convalescence, after undergoing major surgery interventions, acute and
chronic diseases, with increased physical and mental strain and in sports.
Physiolong may be used for prophylactic in a period of influenza
epidemics and during preoperative preparation or by athletes during the building
of sports physical condition, pre-launch preparation and as a means of recovery.
Boza is a nonalcoholic drink made from rye and wheat,
which contains the same amount of protein in a 13.5 oz glass, as a 6.75oz of
milk. Boza contains all essential amino acids and contains very little
fat, which makes it suitable for people who are predisposed to obesity and
atherosclerosis. Boza contains vitamin B complex, vitamin PP and mineral
salts that include phosphorus, potassium, magnesium, calcium, sodium. Boza
attributes its spicy taste and cooling properties to the organic acids that
comprise it, namely lactic acid, malic acid, tartaric acid, succinic acid,
carbonic acid. Despite its many benefits, in general, Boza has a
significant disadvantage in its continuous fermentation, which leads to a short
expiry date. Our proprietary formula, Dry Boza, fixes this disadvantage,
as it is presented in dry granular form that can be mixed with water, which has
an expiry term of 2 years while completely retaining its taste qualities and
biological properties.
Fructin is a healing food, which has very good
hepatoprotective, cardioprotective and general biostimulating effect. It
provides three times higher glycogen synthesis, while having insulin-independent
action, which explains its high treatment effect in liver diseases. Fructin
provides very good effect in heart diseases connected with different stages
of myocardial insufficiency, as well as in cases of liver parenchyma damage of
different nature, in diabetes, gastric and duodenal ulcer. Fructin can
also serve as prophylactic candidate against household and professional
poisoning with lead, phosphorus, barbiturates, carbon monoxide, alcohol
intoxication and can be used as a general strengthening agent in the stage of
convalescence after severe surgical interventions and illnesses. Fructin
has rapid resorption, in which it exhibits high energy activity, being
easily absorbed by the body and the effects of its action occur quickly.
Biodetoxin is applicable in the treatment and
prophylactic of poisoning of the human body by toxic substances taken orally or
by inhalation in a dusty environment, and in particular in poisoning with
nitrates and nitrites, as well as with heavy metals such as lead, copper,
cobalt, zinc, manganese, thallium, etc. The importance of Biodetoxin is
ever increasing, as the human population continues to aggregate in larger
metropolitan areas with high air pollution and consumes more foods than ever
that contain high number of nitrates, which are linked to many negative effects
to the human organism.
Hypocholestin can be used a supplement during treatment
of the gastrointestinal tract and all forms (types) of hypolipoproteinemia and
related complications, concerning the occurrence of conditions of generalized or
local vascular sclerosis with subsequent manifestations of myocardial
infarction, cerebral stroke, etc. Hypocholestin may also be used in the
fields of Dietetics and Gerontology.
Silymaron is a product, which finds its application for
the assistance of treatments of hepatitis, cirrhosis, liver intoxication, and
for the reduction of the recovery period after intense physical activity.
Silymaron is a hepatoprotective agent, which is soluble in water, while
retaining high effectiveness.
Anhtocylen C is applicable in the prophylactic and in
the treatment of radiation sickness and decorporation of radioactive elements
that have entered the human body, induced osteosarcomas - bone cancer - as well
as in medical practice.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 8 of 24
|
The goal of this section is to provide investors with a
clear understanding of all assets, properties or facilities owned, used or
leased by the issuer and the extent in which the facilities are
utilized.
In responding to this item, please clearly describe the assets,
properties or facilities of the issuer. Describe the location of office space,
data centers, principal plants, and other property of the issuer and describe
the condition of the properties. Specify if the assets, properties, or
facilities are owned or leased and the terms of their leases. If the issuer does
not have complete ownership or control of the property, describe the limitations
on the ownership.
Provided by the President of the Company.
| 6) |
All Officers, Directors, and Control
Persons of the Company |
Using the table below, please provide information, as of the
period end date of this report, regarding all officers and directors of the
company, or any person that performs a similar function, regardless of the
number of shares they own.
In addition, list all individuals or entities controlling 5% or
more of any class of the issuer’s securities.
If any insiders listed are corporate shareholders or entities,
provide the name and address of the person(s) beneficially owning or controlling
such corporate shareholders, or the name and contact information (City, State)
of an individual representing the corporation or entity. Include Company
Insiders who own any outstanding units or shares of any class of any equity
security of the issuer.
The goal of this section is to provide investors with a
clear understanding of the identity of all the persons or entities that are
involved in managing, controlling or advising the operations, business
development and disclosure of the issuer, as well as the identity of any
significant or beneficial owners.
| Names of All Officers, Directors, and
Control Persons |
Affiliation with Company (e.g.
Officer Title /Director/Owner of 5% or more) |
Residential Address (City / State
Only) |
Number of shares owned |
Share type/class |
Ownership Percentage of
Class Outstanding |
Names of control person(s) if a
corporate entity |
| Dimitar Slavchev Savov |
President/Chairman |
61 Nishava str., ent. A Sofia 1680, Bulgaria
|
141,619,500 10,000,000 |
Common Preferred A |
69% 100% |
|
| Clifford Paul Redekop |
Secretary/Director |
2269 Merrimack Valley Ave Henderson NV, 89044
|
4,196,500 |
Common |
2.06% |
Owned by ACFT LLC Cliff. Redekop Managing
Member |
| Dr. Darena Stoykova Zlateva |
Chief Scientific Officer |
Kniaz Bogoridi str.2 Plovdiv, Bulgaria |
200,000 |
Common |
0.09% |
|
Confirm that the information in this table matches your public
company profile on www.OTCMarkets.com. If any
updates are needed to your public company profile, log in to www.OTCIQ.com to update your company profile.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 9 of 24
|
| 7) |
Legal/Disciplinary History
|
| A. |
Identify and provide a brief explanation as to
whether any of the persons or entities listed above in Section 6 have,
in the past 10 years: |
|
1. |
Been the subject of an indictment or conviction
in a criminal proceeding or plea agreement or named as a defendant in a
pending criminal proceeding (excluding minor traffic violations); |
| |
|
|
| |
None |
| |
|
|
|
2. |
Been the subject of the entry of an order,
judgment, or decree, not subsequently reversed, suspended or vacated, by a
court of competent jurisdiction that permanently or temporarily enjoined,
barred, suspended or otherwise limited such person’s involvement in any
type of business, securities, commodities, financial- or
investment-related, insurance or banking activities; |
| |
|
|
| |
None |
| |
|
|
|
3. |
Been the subject of a finding, disciplinary
order or judgment by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission, the Commodity Futures
Trading Commission, a state securities regulator of a violation of federal
or state securities or commodities law, or a foreign regulatory body or
court, which finding or judgment has not been reversed, suspended, or
vacated; |
| |
|
|
| |
None |
| |
|
|
|
4. |
Named as a defendant or a respondent in a
regulatory complaint or proceeding that could result in a “yes” answer to
part 3 above; or |
| |
|
|
| |
None |
| |
|
|
| |
|
|
|
5. |
Been the subject of an order by a
self-regulatory organization that permanently or temporarily barred,
suspended, or otherwise limited such person’s involvement in any type of
business or securities activities. |
| |
|
|
| |
None |
| |
|
|
|
6. |
Been the subject of a U.S Postal Service false
representation order, or a temporary restraining order, or preliminary
injunction with respect to conduct alleged to have violated the false
representation statute that applies to U.S mail. |
| |
|
|
| |
None |
| B. |
Describe briefly any material pending legal
proceedings, other than ordinary routine litigation incidental to the
business, to which the issuer or any of its subsidiaries is a party to or
of which any of their property is the subject. Include the name of the
court or agency in which the proceedings are pending, the date instituted,
the principal parties thereto, a description of the factual basis alleged
to underlie the proceeding and the relief sought. Include similar
information as to any such proceedings known to be contemplated by
governmental authorities. |
| |
|
| |
None |
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 10 of 24
|
| 8) |
Third Party Service Providers
|
Provide the name, address, telephone number and email address
of each of the following outside providers. You may add additional space as
needed.
Confirm that the information in this table matches your public
company profile on www.OTCMarkets.com. If any updates
are needed to your public company profile, update your company profile.
Securities Counsel (must include Counsel preparing Attorney
Letters).
| Name: |
|
| Address 1: |
________ |
| Address 2: |
________ |
| Phone: |
________ |
| Email: |
________ |
Accountant or Auditor
| Name: |
Carol Beere |
| Firm: |
Green Stone Group Holdings LLC |
| Address 1: |
2420 Carland Rd |
| Address 2: |
Owosso, MI 48867 |
| Phone: |
443-745-6619 |
| Email: |
Carolb444@hotmail.com
|
Investor Relations
| Name: |
________ |
| Firm: |
________ |
| Address 1: |
________ |
| Address 2: |
________ |
| Phone: |
________ |
| Email: |
________ |
All other means of Investor Communication:
| X (Twitter): |
________ |
| Discord: |
________ |
| LinkedIn |
________ |
| Facebook: |
________ |
| [Other ] |
________ |
| Other Service Providers |
| Provide the name of any other service provider(s) that
that assisted, advised, prepared, or provided information with
respect to this disclosure statement. This includes counsel,
broker-dealer(s), advisor(s), consultant(s) or any entity/individual that
provided assistance or services to the issuer during the reporting period.
|
| Name: |
________ |
| Firm: |
________ |
| Nature of Services: |
________ |
| Address 1: |
________ |
| Address 2: |
________ |
| Phone: |
________ |
| Email: |
________ |
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 11 of 24
|
| 9) |
Disclosure & Financial Information
|
| A. |
This Disclosure Statement was
prepared by (name of individual): |
| |
|
|
| |
Name: |
Clifford Redekop |
| |
Title: |
Director |
| |
Relationship to Issuer: |
Secretary/Director/Shareholder
|
| B. |
The following financial statements
were prepared in accordance with: |
| |
|
|
| |
|
|
| |
☐ |
IFRS |
| |
☒ |
U.S. GAAP |
| C. |
The following financial statements
were prepared by (name of individual): |
| |
|
|
| |
Name: |
Carol J Beere |
| |
Title: |
None |
| |
Relationship to Issuer: |
None |
| |
Describe the qualifications of the
person or persons who prepared the financial statements:5
|
Ms. Beere holds a Bachelors in Business Degree with a major in
accounting from the University of Maryland and more than 47 years of accounting
experience.
Provide the following qualifying financial statements:
| |
o |
Audit letter, if audited; |
| |
o |
Balance Sheet; |
| |
o |
Statement of Income; |
| |
o |
Statement of Cash Flows; |
| |
o |
Statement of Retained Earnings (Statement of
Changes in Stockholders’ Equity) |
| |
o |
Financial Notes |
Financial Statement Requirements:
| |
• |
Financial statements must be published together
with this disclosure statement as one document. |
| |
• |
Financial statements must be “machine
readable”. Do not publish images/scans of financial statements. |
| |
• |
Financial statements must be presented with
comparative financials against the prior FYE or period, as |
| |
|
applicable. |
| |
• |
Financial statements must be prepared in
accordance with U.S. GAAP or International Financial Reporting |
| |
|
Standards (IFRS) but are not required to be
audited. |
____________________________
5 The financial
statements requested pursuant to this item must be prepared in accordance with
US GAAP or IFRS and by persons with sufficient financial skills.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 12 of 24
|
Principal Executive Officer:
The issuer shall include certifications by the chief executive
officer and chief financial officer of the issuer (or any other persons with
different titles but having the same responsibilities) in each Quarterly Report
or Annual Report.
The certifications shall follow the format below:
I, Dimitar Slavchev Savov certify that:
1. I have reviewed this Disclosure
Statement for [Nika Bio Technology. Inc.;
2. Based on my knowledge, this
disclosure statement does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial
statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer as
of, and for, the periods presented in this disclosure statement.
January 24, 2023
/s/ Dimitar Slavchev Savov
Principal Financial Officer:
I, Dimitar Slavchev Savov certify that:
1. I have reviewed this Disclosure
Statement for Nika BioTechnology, Inc.;
2. Based on my knowledge, this
disclosure statement does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial
statements, and other financial information included or incorporated by
reference in this disclosure statement, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer as
of, and for, the periods presented in this disclosure statement.
January 24, 2023
/s/ Dimitar Slavchev Savov
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 13 of 24
|
Nika Biotechnology Inc
Balance Sheet
(unaudited)
| ASSETS |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2023 |
|
|
2022 |
|
| Current Assets |
|
|
|
|
|
|
| Cash |
S |
- |
|
S |
- |
|
| Accounts receivable |
|
- |
|
|
- |
|
| Total Current Assets |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Fixed Assets |
|
|
|
|
|
|
| Fixed assets, net |
|
- |
|
|
- |
|
| Total Fixed Assets |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Other Assets |
|
|
|
|
|
|
| Cooperation Agreement |
|
176,691 |
|
|
176,691 |
|
| Minority Interest Europe |
|
10,000 |
|
|
10,000 |
|
| Total Other Assets |
|
186,691 |
|
|
186,691 |
|
| |
|
|
|
|
|
|
| TOTAL ASSETS |
$ |
186,691 |
|
$ |
186,691 |
|
| |
|
|
|
|
|
|
| LIABILITIES &
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
| Accounts payable and accrued
liabilities |
$ |
43,289 |
|
$ |
28,474 |
|
| Current notes payable |
|
- |
|
|
- |
|
| Total Current
Liabilities |
|
43,289 |
|
|
28,474 |
|
| |
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
43,289 |
|
|
28,474 |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Stockholders’ Equity (Deficit) |
|
|
|
|
|
|
Common stock, 500,000,000
authorized, par value $.001, issued and outstanding
204,205,027 and
204,205,027 at December 31, 2023, and December 31, 2022, respectively |
|
204,205 |
|
|
204,205 |
|
Preferred stock, 10,000,000 authorized, par
value $.001, Issued and outstanding
10,000,000 and 0 at December 31,
2023 and December 31, 2022, respectively |
|
10,000 |
|
|
10,000 |
|
| Paid in capital |
|
5,174,079 |
|
|
5,174,079 |
|
| Retained deficit |
|
(5,244,882 |
) |
|
(5,230,067 |
) |
| Total Stockholders’ Equity
(Deficit) |
|
143,402 |
|
|
158,217 |
|
| |
|
|
|
|
|
|
| Total Liabilities and
Stockholders’ Deficit |
$ |
186,691 |
|
$ |
186,691 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 14 of 24
|
Nika Biotechnology Inc
Statement of Operations
(unaudited)
| |
|
Period Ended |
|
|
Period Ended |
|
| |
|
December 31, |
|
|
December 31. |
|
| |
|
2023 |
|
|
2022 |
|
| |
|
|
|
|
|
|
| Revenue |
|
|
|
|
|
|
| Sales |
$ |
- |
|
$ |
- |
|
| Total Revenue |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Cost of Goods Sold |
|
|
|
|
|
|
| Cost of Goods Sold |
|
- |
|
|
- |
|
| Total Cost of Goods |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Gross Profit |
$ |
- |
|
$ |
- |
|
| |
|
|
|
|
|
|
| Expenses |
|
|
|
|
|
|
| Bank fees |
$ |
- |
|
$ |
- |
|
|
Consulting |
|
- |
|
|
11,500 |
|
| Professional fees |
|
- |
|
|
- |
|
|
Public company |
|
10,365 |
|
|
13,282 |
|
| State and resident
agent fees |
|
900 |
|
|
445 |
|
|
Professional fees |
|
3,550 |
|
|
1,600 |
|
| Commissions |
|
- |
|
|
40,900
|
|
|
General and administrative |
|
- |
|
|
1,902 |
|
| Total Expenses
|
|
14,815 |
|
|
69,629 |
|
| |
|
|
|
|
|
|
| Income (Loss) from
Operations |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Other Income
(Expenses) |
|
|
|
|
|
|
| Interest expense |
|
- |
|
|
- |
|
| Other income (loss)
|
|
- |
|
|
- |
|
| Total Other Income (Expense)
|
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Net (Loss) Before Provision for
Income Tax |
|
(14,815 |
) |
|
(69,629 |
) |
| |
|
|
|
|
|
|
| Provision for income taxes |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Net Loss |
$ |
(14,815 |
) |
$ |
(69,629 |
) |
| |
|
|
|
|
|
|
| Basic and diluted loss per
share |
$ |
(.00 |
) |
$ |
(.00 |
) |
| |
|
|
|
|
|
|
| Weighted average number of common
shares – basic and diluted |
|
204,205,027 |
|
|
114,246,913 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 15 of 24
|
Nika Biotechnology Inc
Statement of Cash Flows
(unaudited)
| |
|
Period Ended |
|
|
Period Ended |
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2023 |
|
|
2022 |
|
| |
|
|
|
|
|
|
| CASH FLOWS FROM
OPERATING ACTIVITIES |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Net income (loss) |
$ |
(14,815 |
) |
$ |
(69,629 |
) |
| Adjustments to reconcile net loss to net cash
|
|
|
|
|
|
|
| Provided by (used in)
operating activities: |
|
|
|
|
|
|
| Stock issued for services |
|
- |
|
|
52,400 |
|
| Amortization |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Changes in operating assets
and liabilities: |
|
|
|
|
|
|
| (Increase) decrease in accounts receivable,
prepaid taxes and due |
|
|
|
|
- |
|
| from related parties |
|
- |
|
|
|
|
| (Increase) decrease in inventory |
|
- |
|
|
- |
|
| Increase (decrease) in
accounts payable, accrued |
|
|
|
|
|
|
| expenses, deposits, prepaid and due related
parties |
|
14,815 |
|
|
17,229 |
|
| Net cash used by operating
activities |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| CASH FLOWS FROM
INVESTING ACTIVITIES |
|
|
|
|
|
|
| Acquisition of property and equipment |
|
- |
|
|
- |
|
| Net cash (used) in
investing activities |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| CASH FLOWS FROM
FINANCIANG ACTIVITIES |
|
|
|
|
|
|
| Proceeds from notes payable, net |
|
- |
|
|
- |
|
| Proceeds from sale of common
stock |
|
- |
|
|
- |
|
| Net cash provided by financing
activities |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Net increase (decrease) in cash and cash
equivalents |
$ |
- |
|
$ |
- |
|
| Cash at beginning of
period |
$ |
-
|
|
$ |
- |
|
| Cash at end of period |
$ |
- |
|
$ |
- |
|
| |
|
|
|
|
|
|
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Interest paid |
$ |
- |
|
$ |
- |
|
| Income taxes paid |
$ |
-
|
|
$ |
- |
|
These financial statements present fairly, in all respects, the
financial position of the company and the results of its operations and cash
flows for the periods. presented in conformity with GAAP in the United States
consistently applied and hereby certified by Dimitar Savov, President
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 16 of 24
|
Nika Biotechnology Inc
Statement of Stockholders’ Deficit
(unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
| |
|
Preferred
Stock |
|
|
Common
Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
| Balance, December 31, 2018
|
|
- |
|
$ |
- |
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183
|
|
$ |
(4,681,448 |
)
|
$ |
(175,628 |
)
|
| Net loss for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,647 |
) |
|
(6,647 |
) |
| Balance, December 31, 2019
|
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183
|
|
$ |
(4,688,095 |
)
|
$ |
(182,275 |
)
|
| Net loss for the year ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,615 |
) |
|
(6,615 |
) |
| Balance, December 31, 2020
|
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183
|
|
|
S (4,694,710 |
)
|
$ |
(188,890 |
)
|
| Shares cancelled for reverse 1:15 |
|
|
|
|
|
|
|
(36,060,048 |
) |
|
(36,060 |
) |
|
36,060 |
|
|
|
|
|
- |
|
| Shares issued for merger |
|
|
|
|
|
|
|
40,220,000 |
|
|
40,220 |
|
|
361,980 |
|
|
|
|
|
402,200 |
|
| Shares issued for debt conversion |
|
|
|
|
|
|
|
12,213,600 |
|
|
12,214 |
|
|
109,922 |
|
|
|
|
|
122,136 |
|
| Net loss for year ended
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(465,728 |
)
|
|
(465,728 |
)
|
| Balance, December 31, 2021 |
|
- |
|
|
S - |
|
|
55,010,727 |
|
$ |
55,011 |
|
$ |
4,975,145 |
|
$ |
(5,160,438 |
) |
$ |
(130,282 |
) |
| Shares issued for services
|
|
|
|
|
|
|
|
22,104,300 |
|
|
22,104 |
|
|
30,295 |
|
|
- |
|
|
52,399 |
|
| Shares issued for acquisitions |
|
10,000,000 |
|
|
10,000 |
|
|
127,090,000 |
|
|
127,090 |
|
|
168,639 |
|
|
- |
|
|
305,729 |
|
| Net loss for year ended
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69,629 |
)
|
|
(69,629 |
)
|
| Balance, December 31, 2022 |
|
10,000,000 |
|
$ |
10,000 |
|
|
204,205,027 |
|
$ |
204,205 |
|
$ |
5,174,079 |
|
$ |
(5,230,067 |
) |
$ |
158,217 |
|
| Shares issued for Net loss
for period ended December 31, 2023 |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(14,815 |
)
|
|
(14,815 |
)
|
| Balance, December 31, 2023 |
|
10,000,000 |
|
$ |
10,000 |
|
|
204,205,027 |
|
$ |
204,205 |
|
$ |
5,174,079 |
|
$ |
(5,244,882 |
) |
$ |
143,402 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 17 of 24
|
NOTE 1: Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates:
Nature of Business
International Professional Training Group LTD (the "Company") was incorporated under the laws of the State of Nevada under the name Longevity Store.COM on March 25, 1999. On August 29, 2022, the Company changed its name to Nika BioTechnology, Inc.
Nika BioTechnology, Inc. is a biotechnological company, which specializes in the treatment of AIDS, Chronic Hepatitis B and C, Rheumatoid Arthritis, Cancer, Diabetes, and all diseases, for which a strengthened cell immunity is of vital importance.
NIKA specializes in the field of scientific research with the goal of creating and developing new drugs and dietary supplements. At this moment in time, NIKA's intellectual property includes six drugs in injection form - two of which have
successfully undergone clinical trials with good treatment results - and eight dietary supplements. The goal of NIKA is to not only achieve corporate profits, but to also improve the quality of life of the population by providing better and easier
access to life-saving medicinal drugs and useful dietary supplements.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and pursuant to the rules and regulations of the United States Securities and
Exchange Commission (“SEC”).
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements, including the estimated useful lives of tangible and intangible assets. Management
believes the estimates used in preparing the financial statements are reasonable and accurate. Actual results could differ from these estimates.
Consolidation
The accompanying condensed financial statements of the Company include the financial position, results of operations and cash flows of the Company. The Company has no operating subsidiaries.
Revenue Recognition
Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements”. The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to
the customer pursuant to applicable laws and a regulation, including factors such as when there is evidence of a sale arrangement, delivery has occurred, or service has been rendered, the price to the buyer is fixed or determinable, and
collectability is reasonably assured.
Use of Estimates
The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions, which 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.
|
OTC Markets Group Inc.
|
|
|
Disclosure Guidelines for the Pink Market ( December 18, 2023)
|
Page 18 of 24
|
Cash and Cash Equivalents
Cash and Cash equivalents are considered to be highly liquid investments purchased with an initial maturity of three (3) months or less.
Inventories
Inventories are valued at the lower of cost or net realizable value with cost using the first in first out method.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company's assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the
account receivable balances and current economic conditions.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and improvements are capitalized. The Company depreciates the costs of these
assets over their estimated useful lives. When assets are retired or disposed of, the asset's original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income. Depreciation and amortization
are generally accounted for using the straight-line method over the estimated useful lives of the assets as follows:
Office, protective and demonstration, and computer equipment 4 Years Manufacturing equipment 10 Years Leasehold improvements lease term
Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that
indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or
not the asset values are recoverable.
Intangibles
The Company's intangible assets consist of goodwill from the recently completed merger.
Research and Development
Research and development costs are expensed as incurred in accordance with SFAS No. 2 Accounting for Research and Development Costs. Material and equipment are capitalized and amortized over their estimated useful lives should management determine
that such expenditures meet the criteria.
|
OTC Markets Group Inc.
|
|
|
Disclosure Guidelines for the Pink Market ( December 18, 2023)
|
Page 19 of 24
|
Accounting for Stock Based Compensation
The Company recognizes all share-based payments to employees,
including grants of employee stock options, as compensation expense in the
financial statements based on their fair values. That expense will be recognized
over the period during which an employee is required to provide services in
exchange for the award, known as the requisite service period (usually the
vesting period).
The Company accounts for stock-based compensation awards issued
to non-employees for services and financing arrangements, as prescribed by FASB
ASC 505-50, Equity-Based Payments to Non-Employees, at either the fair
value of the services rendered or the instruments issued in exchange for such
services, whichever is more readily determinable. The fair value of common stock
issued for services is based on the closing stock price on the date the common
stock was issued.
In September 2006, the Financial Accounting Standards Board
(FASB) introduced a framework for measuring fair value and expanded required
disclosure about fair value measurements of assets and liabilities. The Company
adopted the standard for those financial assets and liabilities as of the
beginning of the 2008 fiscal three months and the impact of adoption was not
significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value
Measurements and Disclosures” (ASC 820) defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the
measurement date. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources
(observable inputs) and (2) an entity’s own assumptions about
market participant assumptions developed based on the best information available
in the circumstances (unobservable inputs). The fair value hierarchy consists of
three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest
priority to unobservable inputs (Level 3). The three levels of the fair value
hierarchy are described below:
|
• |
Level 1 - Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities. |
| |
|
|
|
• |
Level 2 - Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability,
either directly or indirectly, including quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; inputs other than
quoted prices that are observable for the asset or liability (e.g.,
interest rates); and inputs that are derived principally from or
corroborated by observable market data by correlation or other means.
|
| |
|
|
| |
• |
Level 3 - Inputs that are both significant to
the fair value measurement and unobservable. |
The fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as
of September 30, 2023. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values due to the short-term
nature of these instruments. These financial instruments include accounts
receivable, other current assets, accounts payable, accrued compensation and
accrued expenses. The fair value of the Company’s notes payable is estimated
based on current rates that would be available for debt of similar terms which
is not significantly different from its stated value.
Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
consolidated financial statements carrying amounts of existing assets and
liabilities and their respective income tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the three months 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 as income in the period that
included the enactment date. Due to the Company’s continued losses, the Company
has placed a full valuation allowance against the deferred tax assets.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 20 of 24
|
The Company records stock as issued at the time consideration
is received or the obligation is incurred.
Basic and diluted earnings per share are computed by dividing
net income (loss) by the weighted-average number of shares of common shares
outstanding during the six months. Diluted earnings per share are computed by
dividing net income (loss) by the weighted average number of shares of common
stock outstanding and dilutive options outstanding during the three months.
Common stock to be issued upon conversion of preferred stock, convertible debt
and common stock options has not been included in dilutive earnings per share
due to the Company’s losses and their anti-dilutive effect.
Foreign Currency Translation
The accompanying consolidated financial statements are
expressed in United States dollars, which is the Company's functional currency.
All transactions in foreign currencies have been converted to United States
dollar transactions or balances are included in the determination of net and
comprehensive income. Transactions in foreign currency are translated into
United States dollars in accordance with SFAS No. 52, Foreign Currency
Translation, as follows:
| i. |
monetary items at the rate prevailing, at the balance
sheet date; |
| |
|
| ii |
non-monetary items at the historical exchange
rate; |
| |
|
| iii |
revenue and expenses at the average rate in effect during
the applicable reporting period. |
Income Taxes
The Company complies with the Provisions of SFAS No. 109
“Accounting for Income Taxes”. Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible amounts and are
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred income tax assets to the amount
expected to be realized.
Income (Loss) Per Share
In accordance with SFAS No. 128, “Earnings Per Share”, the
basic net loss per common share is computed by dividing net loss available to
common stockholders by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed similar to basic net loss per
common share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
As of the date of these financial statements, diluted net loss per share is
equivalent to basic net loss per share as there were no dilutive securities
outstanding, and the Company net loss is deemed anti-dilutive.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist of cash and cash equivalents and accounts
receivables. The Company places its cash with high quality financial
institutions which at times may exceed the FDIC $250,000 insurance limit. The Company
extends credit based on an evaluation of the customer’s financial condition,
generally without collateral. Exposure to losses on receivables is principally
dependent on each customer’s financial condition. The Company monitors its
exposure to credit losses and maintains allowances for anticipated losses, as
required. Accounts are “written-off” when deemed uncollectible.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 21 of 24
|
New Accounting Pronouncements
None that will have a material effect in fiscal 2023 on company
operations.
NOTE 2: Related Party Transactions
Certain stockholders have made certain advances to the Company
on an interest-free basis, payable upon demand. The Company has not computed
interest on the advances and has treated the interest of $0 as contributed
capital with an offset to interest expense.
During the period ended September 30, 2023, the officer paid
expenses on the Company’s behalf and advanced the Company a net amount of
$13,115.
NOTE 3: Non-Cash Transactions
The following non-cash investing and financing activities
occurred during the period from January 1, 2023, through September 30, 2023:
None
Prior Non-cash transactions affecting the comparative period
balance sheet:
On July 26, 2022, the Company entered into an Asset Sale
Agreement whereby the U.S. publicly traded company was separated from the
Chinese operations and to acquire certain rights to products and developing
patents for which 127,090,000 common shares and 10,000,000 Preferred A shares
were issued. Certain other shareholders relinquished their shares and were
reissued to a party in the transaction. Certain parties related to the Chinese
operations were issued a total of 4,960,000 common shares.
Also, pursuant to the terms of the terms of the Asset Sale
Agreement, on August 1, 2022, the company entered into a cooperation agreement
whereby it will jointly and equally develop, market and deliver new products
with Nika Pharmaceutical, Inc. .
NOTE 4: Management's discussion and analysis or plan of
operations.
A. Plan of Operation
(i) We cannot currently satisfy our
existing cash needs and will need to raise additional capital unless a
substantial improvement in sales occurs during the next twelve months.
(ii) The Company currently has limited
revenue from its product sales and is seeking capital, the acquisition of new
products and market newly acquired assets to facilitate our business plan.
(iii) We do not expect to purchase
additional plants or equipment except as required from sales growth.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 22 of 24
|
(iv) We expect to hire additional
full-time staff with the increase in sales or as required by expansion.
B. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
1. Six months ended period.
(i) The accompanying financial
statements represent accurately the condition of the business showing limited
sales. We expect growth as capital is raised to facilitate our business plan.
(ii) The Company does not have
sufficient working capital to meet our capital requirements for the coming
twelve months.
(iii) We have no commitments for
capital expenditures.
(iv) No known trends are expected that
have not already impacted us.
(v) All significant elements of income
or loss come from our continued operations.
(vi) The company increased its
expenses in the six months ended September 30, 2023, with the completion of our
acquisition during the period as indicated in the Profit and Loss Statement
attached above.
(vii) Our products are not seasonal C.
Off Balance Sheet Arrangements None known or anticipated.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern no
adjustments have been made for any other outcome.
We are currently seeking financing to
continue our business. There is no assurance that we will find financing to
continue our projects.
NOTE 5: Legal proceedings.
Legal/Disciplinary History
1. No officer or director has not been
convicted in a criminal proceeding and has not been named as a defendant in a
pending criminal proceeding.
2. No officer or director has had the
entry of an order, judgment, or decree, by a court of competent jurisdiction,
that permanently or temporarily enjoined, barred, suspended, or limited his
involvement in any type of business, securities, commodities, or banking
activities.
3. No officer or director has had a
finding or judgment by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission, the Commodity Futures Trading
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding, or judgment has not been reversed,
suspended, or vacated.
| OTC Markets Group Inc. |
|
| Disclosure Guidelines for the Pink
Market ( December 18, 2023) |
Page 23 of 24
|
4. No officer or director has had the
entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended, or otherwise limited either person's involvement
in any type of business or securities activities.
NOTE 6: Subsequent Events
None.
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Nika BioTechnology, Inc.
2269 Merrimack Valley Avenue
Henderson, NV 89044
_________________________
(702) 326-3615SIC Code: 8052
Quarterly Report
For the period ending September 30, 2023 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
204,205,027 as of September 30, 2023
204,205,027 as of December 31, 2022
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Change in Control
Indicate by check mark whether a Change in Controlof the company has occurred over this reporting period:
“Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 1 of 26
|
1) Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Nika BioTechnology, Inc. 08/29/2022
International Professional Trainings Group LTD 7/21/2021
Goliath Resources, Inc. 5/20/2003
Longevity Store Com 3/25/1999 through 5/19/2003
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years;
Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):
Nevada October 4, 2001. The Company is active and in Good Standing.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
None
The address(es) of the issuer’s principal executive office:
2269 Merrimack Valley, Avenue
Henderson, NV 89044
The address(es) of the issuer’s principal place of business:
☒ Check if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
No: ☒ Yes: ☐ If Yes, provide additional details below:
2) Security Information
Transfer Agent
Name: Issuer Direct Corporation
Phone: 919-744-2722
Email: Julie.felix@issuerdirect.com
Address: 1 Glenwood Ave, Ste 1001
Raleigh, NC 27603
Publicly Quoted or Traded Securities:
The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are publicly traded/quoted.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 2 of 26
|
Trading symbol: NIKA
Exact title and class of securities outstanding: Common Stock
CUSIP: 46020A106
Par or stated value: 0.001
Total shares authorized: 500,000,000 as of date: July 27, 2022
Total shares outstanding: 204,205,027 as of date: September 30, 2023
Number of shares in the Public Float: 1,582,493 as of date: September 30, 2023
Total number of shareholders of record: 180 as of date: September 30, 2023
All additional class(es) of publicly traded securities (if any):
Other classes of authorized or outstanding equity securities:
The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or outstanding equity securities (e.g. preferred shares). Use the fields below to provide the information, as applicable, for all other authorized or outstanding equity securities.
Trading symbol: NONE — does not trade.
Exact title and class of securities outstanding: Preferred Stock
CUSIP: None
Par or stated value: 0.001
Total shares authorized: 10,000,000 as of date: July 27, 2022
Total shares outstanding: 10,000,000 as of date: September 30, 2023
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by
the company. Please provide the below information for each class of the company’s equity securities, as applicable:
1. For common equity, describe any dividend, voting and preemption rights.
One share/one vote
2. For preferred stock, describe the dividend, voting, conversion, and liquidation rightsas well as redemption or sinking fund provisions.
The preferred stock provides the owner with 500 votes per share held on any matter submitted to a vote, at any meeting of shareholders or any actions that may be taken without a meeting.
3. Describe any other material rights of common or preferred stockholders.
None
4. Describe any material modifications to the rights of holders of the company’s securities that have occurred over the reporting period covered by this report.
None
2“Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 3 of 26
|
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:
No: ☐ Yes: ☒ (If yes, you must complete the table below)
|
Shares Outstanding as of Second Most Recent
Fiscal Year End:
Opening Balance
Date 12/31/20 Common: 2,577,127
Preferred: 0
|
*Right-click the rows below and select “Insert” to add rows as needed.
|
|
Date of
Transaction
|
Transaction type
(e.g., new issuance, cancellation,
shares returned to treasury)
|
Number of
Shares Issued (or cancelled)
|
Class of
Securities
|
Value of
shares issued ($/per share) at Issuance
|
Were the
shares issued at
a discount to the market price at
the time
of issuance? (Yes/No)
|
Individual/ Entity
Shares were issued to.
*You must disclose the control person(s) for any entities listed.
|
Reason for share
issuance (e.g., for cash or debt conversion) - OR-
Nature of Services Provided
|
Restricted or
Unrestricted as of this filing.
|
Exemption
or Registration Type.
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Bao Shuhan
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Chan Kim Yan
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
2,500,000
|
Common
|
$.01
|
Yes
|
James Chan
Kin Pong
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Chan Leung Yu
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Chang Siew Hui
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Chen Rui Wen
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Chen Zhen Yao
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
5,000,000
|
Common
|
$.01
|
Yes
|
Chong Mong
Yuen
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
20,000
|
Common
|
$.01
|
Yes
|
Chow Wing Yan
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
David
Heighington
|
Merger
|
Restricted
|
4(a)1
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 4 of 26
|
|
8/23/21
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Fortuna
Minerals Corp Zbigniew Lambo, President
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
3,000,000
|
Common
|
$.01
|
Yes
|
Fu Kae Fung
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Gu Feng Lei
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
He Xiao Zhen
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Ho Man Chun
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
150,000
|
Common
|
$.01
|
Yes
|
Mandy Hon Bo
Man
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Huo Qilong
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
2,000,000
|
Common
|
$.01
|
Yes
|
John Wing Ho
Lee
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
300,000
|
Common
|
$.01
|
Yes
|
Kang Tai
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Kok-Mun Ng
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
385,000
|
Common
|
$.01
|
Yes
|
Keung Kai Pong
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
150,000
|
Common
|
$.01
|
Yes
|
Ricky Lai Kam
Kuen
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Lam Wai Tong
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
300,000
|
Common
|
$.01
|
Yes
|
Law Hok Yin
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
280,000
|
Common
|
$.01
|
Yes
|
Leung Shiu
Chung
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
110,000
|
Common
|
$.01
|
Yes
|
Ma Sin Ming
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Ma Qiong Chan
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Joseph Ng Ka
Wai
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
820,000
|
Common
|
$.01
|
Yes
|
Scott Rose
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Shek Hei Man
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Stryker 11, Inc Robert Achtymichuk, President
|
Merger
|
Restricted
|
4(a)1
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 5 of 26
|
|
8/23/21
|
New
|
1,000,000
|
Common
|
$.01
|
Yes
|
Sun Jun
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Sun Ying Ying
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
400,000
|
Common
|
$.01
|
Yes
|
Sun Zhen Ying
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Teddy Chui
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
4,000,000
|
Common
|
$.01
|
Yes
|
Weng Lok Toh
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
2,155,000
|
Common
|
$.01
|
Yes
|
Winnie Yuen
Ching Sit
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
2,000,000
|
Common
|
$.01
|
Yes
|
Wong Ah Hong
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
2,000,000
|
Common
|
$.01
|
Yes
|
Wong Xian Hor
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Jefferey Chun
Fung Wong
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Xu Xing Ming
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Ye Kai Min
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Yi Xiaobo
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Yik Ngan Ling
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Zhang De Biao
|
Merger
|
Restricted
|
4(a)1
|
|
8/23/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Zhu Mei Ping
|
Merger
|
Restricted
|
4(a)1
|
|
9/17/21
|
New
|
5,163,500
|
Common
|
$.01
|
Yes
|
Scott Rose
|
Debt conversion
|
Restricted
|
144
|
|
9/17/21
|
New
|
1,869,500
|
Common
|
$.01
|
Yes
|
Scott Rose
|
Debt conversion
|
Restricted
|
144
|
|
9/17/21
|
New
|
5,180,600
|
Common
|
$.01
|
Yes
|
Patricia Wilson
|
Debt conversion
|
Restricted
|
144
|
|
11/4/21
|
New
|
400,000
|
Common
|
$.01
|
Yes
|
Sun Zhen Ying
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Sun Zhen Ming
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
ACFT LLC
Cliff Redekop Managing Member
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
300,000
|
Common
|
$.01
|
Yes
|
Bao Shuhan
|
Merger
|
Restricted
|
4(a)1
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 6 of 26
|
|
11/4/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Xu Xing Ming
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Wong Ah Heng
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Winnie Yuen
Ching Sit
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
1,000,000
|
Common
|
$.01
|
Yes
|
Tan Gouwei
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
1,000,000
|
Common
|
$.01
|
Yes
|
Robert Kah Yin
Toh
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Noble Investment Corp
Dan Patience
President
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Lin Sai Tao
Zhong
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Kok-Mun Ng
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
1,000,000
|
Common
|
$.01
|
Yes
|
Lee John Wing
Ho
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Hong Ming Xian
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
He Xiao Zhen
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Chen Zhen Yao
|
Merger
|
Restricted
|
4(a)1
|
|
11/4/21
|
New
|
1,000,000
|
Common
|
$.01
|
Yes
|
Connor Kah Hei
Toh
|
Merger
|
Restricted
|
4(a)1
|
|
11/15/21
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Sun Zhen Ming
|
Merger
|
Restricted
|
4(a)1
|
|
11/15/21
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Sun Zhen Ying
|
Merger
|
Restricted
|
4(a)1
|
|
2/8/22
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
ACFT LLC Cliff Redekop Managing Member
|
Services
|
Restricted
|
4(a)2
|
|
2/8/22
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Kelly Applebee
|
Services
|
Restricted
|
144
|
|
4/20/22
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Elmer Johnson
|
Services
|
Restricted
|
144
|
|
4/20/22
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Darren Johnson
|
Services
|
Restricted
|
144
|
|
7/14/22
|
New
|
80,000
|
Common
|
$.01
|
Yes
|
Zhou Cuicui
|
Merger
|
Restricted
|
4(a)1
|
|
7/14/22
|
New
|
100,000
|
Common
|
$.01
|
Yes
|
Zhao Xin
|
Merger
|
Restricted
|
4(a)1
|
|
8/5/22
|
New
|
5,165,300
|
Common
|
$.01
|
Yes
|
Alan Wilson
|
Debt
Conversion
|
Restricted
|
144
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 7 of 26
|
|
8/5/22
|
New
|
6,558,400
|
Common
|
$.01
|
Yes
|
Noble
Investment
Corp
Dan Patience
President
|
Debt
Conversion
|
Restricted
|
144
|
|
8/9/22
|
New
|
2,090,600
|
Common
|
$.001
|
Yes
|
Dimitar
Slavchev Savov
|
Acquisition
|
Restricted
|
4(a)1
|
|
8/9/22
|
New
|
125,000,000
|
Common
|
$.001
|
Yes
|
Dimitar
Slavchev Savov
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Xia Bo
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
1.590.000
|
Common
|
$.01
|
Yes
|
Weng Lok Toh
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Harold Clark
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
40,000
|
Common
|
$.01
|
Yes
|
Zhou Cuicui
|
Service acquisition assistance
|
Restricted
|
4(a)2
|
|
9/7/22
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
1220493 BC LTD
Andy Jagpal
President
|
Service acquisition assistance
|
Restricted
|
4(a)2
|
|
9/7/22
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Zhou Xin
|
Service acquisition assistance
|
Restricted
|
4(a)2
|
|
9/7/22
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Alan Au
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Zhou Zhimin
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
3,500,000
|
Common
|
$.01
|
Yes
|
Kin Pong James
Chan
|
Service acquisition assistance
|
Restricted
|
4(a)2
|
|
9/7/22
|
New
|
50,000
|
Common
|
$.01
|
Yes
|
Leung Yu Chan
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Bo Chen
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
Richard F Cindric
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
500,000
|
Common
|
$.01
|
Yes
|
International Professional Training Group LTD
Weng Lok Toh
Manager
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Jie Chen
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
150,000
|
Common
|
$.01
|
Yes
|
Chun Cheung
Lai
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
140,000
|
Common
|
$.01
|
Yes
|
Leung Shiu
Chung
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
55,000
|
Common
|
$.01
|
Yes
|
Ma Sui Ming
|
Acquisition
|
Restricted
|
4(a)1
|
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 8 of 26
|
|
9/7/22
|
New
|
25,000
|
Common
|
$.01
|
Yes
|
Shek Hei Man
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Shen Xuan
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Wei Han Hui
|
Acquisition
|
Restricted
|
4(a)1
|
|
9/7/22
|
New
|
200,000
|
Common
|
$.01
|
Yes
|
Zhang Hoa Xia
|
Acquisition
|
Restricted
|
4(a)1
|
|
8/9/22
|
New
|
10,000,000
|
Preferred
|
$.001
|
No
|
Dimitar
Slavchev Savov
|
Acquisition
|
Restricted
|
4(a)1
|
|
Shares Outstanding on Date of This Report:
Ending Balance
Ending Balance:
Date 09/30/23 Common: 204,205,027
Preferred: 10,000,000
|
|
Example: A company with a fiscal year end of December 31, in addressing this item for its Annual Report, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2021 through December 31,
2022 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
B. Promissory and Convertible Notes
Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any
other debt instruments that may be converted into a class of the issuer’s equity securities:
No: ☒ Yes: ☐ (If yes, you must complete the table below)
|
Date of Note Issuance
|
Outstanding
Balance ($)
|
Principal Amount at Issuance ($)
|
Interest Accrued ($)
|
Maturity
Date
|
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
|
Name of Noteholder.
*You must disclose the control person(s) for any entities listed.
|
Reason for Issuance (e.g. Loan, Services, etc.)
|
|
|
|
|
|
|
|
|
|
Use the space below to provide any additional details, including footnotes to the table above:
______________
4) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations.
(Please ensure that these descriptions are updated on the Company’s Profile on
www.otcmarkets.com).
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
Nika BioTechnology, Inc. is a biotechnological company, which specializes in the treatment of AIDS, Chronic Hepatitis B and C, Rheumatoid Arthritis, Cancer, Diabetes, and all diseases, for which a strengthened cell immunity is of vital importance. NIKA specializes in the field of scientific research with the goal of creating and developing new drugs and dietary supplements. At this moment in time, NIKA's intellectual property includes six drugs in injection form - two of
which have successfully undergone clinical trials with good treatment results - and eight dietary supplements. The goal of NIKA is to not only achieve corporate profits, but to also improve the quality of life of the population by providing better and easier access to life-saving medicinal drugs and useful dietary supplements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 9 of 26
|
B. Please list any subsidiaries, parents, or affiliated companies.
Subsidiary: Nika Europe, Ltd., UIC: 206925008, 40% ownership, effective October 11, 2022
C. Describe the issuers’ principal products or services.
ITV-1 is presented in the form of 16 injections — one vial of the medicine contains 3 ml of the active compound per injection — which are administered biweekly on consecutive days for eight weeks using an intramuscular method. At this stage, a complete treatment of AIDS with ITV-1 requires only 2 sets of 16 injections. ITV-1 has undergone through Phases I, II and III, the latter of which is comprised of a clinical trial conducted in Specialized Hospital for Active Treatment of Infectious and Parasitic Deceases “Professor Ivan Kirov”, Sofia on 31 patients suffering from AIDS in the advanced stages of the disease. The results of the clinical trial can be summarized as follows:
• improvement in the immune indices in the absolute number of Ly, CD3 T, CD4 T, CD8 T, B Ly, NK and in the percentage of CD3 T, CD4 T, CD8 T, B Ly, NK, and of the index CD4/CD8,
• decrease in the viral load; a good treatment effect on opportunistic infections,
• very good compatibility with all of the other modern antiretroviral drugs,
• very good tolerance in all patients and complete absence of side effects.
We can add to this information that we have tested ITV-1 on volunteers suffering from other diseases such as Cancer, Chronic Hepatitis B and C, Diabetes A and B, Rheumatoid Arthritis, and others with tremendous results.
Thymus Nuclear Glycoprotein (“TNG”) is presented in the form of 16 injections — one vial of the medicine contains 2 ml of the 11mg/mL active compound per injection — which are administrated biweekly on consecutive days for eight weeks using an intramuscular method. At this stage, a treatment of AIDS with TNG requires only 2 sets of 16 injections. we have completed Phase III for TNG, which is comprised of a clinical trial conducted in 1998 in Specialized Hospital for Active Treatment of Infectious and Parasitic Deceases “Professor Ivan Kirov”, 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 and can be summarized as follows:
• General decrease in the viral load and general increase in the number of CD4+ cells.
• No unwelcome medical reactions and unwanted events.
• Total absence of toxicity in comparison to contemporary antiretroviral remedies.
• Substantial improvement of the general condition and lack of opportunistic infections in almost all patients.
• Easy short-term application that does not require hospitalization.
Carotilen improves and regulates the metabolism of the epithelial cells and protects them from degenerative alterations. 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. Carotilen may be used in cases of malnutrition or impairment of intestinal resorption, connected with avitaminosis — A: during strict diets for weight reduction, impaired fat metabolism, protein deficiency, diseases of the pancreas, pregnant individuals with malnutrition, users of cigarettes and alcohol. Carotilen can also be included as part of a complex therapy of many diseases — acute and chronic infections, hepatitis, cirrhosis, cystic fibrosis and erythropoietic porphyria. Carotilen, as a dietary supplement, is a prophylactic candidate for malignant neoplasms.
Physiolong is one of those compositions whose active principles harmoniously bind to cellular metabolism and normalize the functioning of various organs - brain, muscles, internal organs, etc. Physiolong is an original biostimulator, the composition of which includes natural biologically active substances with a favorable rapid effect on the energy balance of the human organism. Physiolong may be used in a period of convalescence, after undergoing major surgery interventions, acute and chronic diseases, with increased physical and mental strain and in sports. Physiolong may be used for prophylactic in a period of influenza epidemics and during preoperative preparation or by athletes during the building of sports physical condition, pre-launch preparation and as a means of recovery.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 10 of 26
|
Boza is a nonalcoholic drink made from rye and wheat, which contains the same amount of protein in a 13.5 oz glass, as a 6.75oz of milk. Boza contains all essential amino acids and contains very little fat, which makes it suitable for people who are predisposed to obesity and atherosclerosis. Boza contains vitamin B complex, vitamin PP and mineral salts that include phosphorus, potassium, magnesium, calcium, sodium. Boza attributes its spicy taste and cooling properties to the organic acids that comprise it, namely lactic acid, malic acid, tartaric acid, succinic acid, carbonic acid. Despite its many benefits, in general, Boza has a significant disadvantage in its continuous fermentation, which leads to a short expiry date. Our proprietary formula, Dry Boza, fixes this disadvantage, as it is presented in dry granular form that can be mixed with water, which has an expiry term of 2 years while completely retaining its taste qualities and biological properties.
Fructin is a healing food, which has very good hepatoprotective, cardioprotective and general biostimulating effect. It provides three times higher glycogen synthesis, while having insulin-independent action, which explains its high treatment effect in liver diseases. Fructin provides very good effect in heart diseases connected with different stages of myocardial insufficiency, as well as in cases of liver parenchyma damage of different nature, in diabetes, gastric and duodenal ulcer. Fructin can also serve as prophylactic candidate against household and professional poisoning with lead, phosphorus, barbiturates, carbon monoxide, alcohol intoxication and can be used as a general strengthening agent in the stage of convalescence after severe surgical interventions and illnesses. Fructin has rapid resorption, in which it exhibits high energy activity, being easily absorbed by the body and the effects of its action occur quickly.
Biodetoxin is applicable in the treatment and prophylactic of poisoning of the human body by toxic substances taken orally or by inhalation in a dusty environment, and in particular in poisoning with nitrates and nitrites, as well as with heavy metals such as lead, copper, cobalt, zinc, manganese, thallium, etc. The importance of Biodetoxin is ever increasing, as the human population continues to aggregate in larger metropolitan areas with high air pollution and consumes more foods than ever that contain high number of nitrates, which are linked to many negative effects to the human organism.
Hypocholestin can be used a supplement during treatment of the gastrointestinal tract and all forms (types) of hypolipoproteinemia and related complications, concerning the occurrence of conditions of generalized or local vascular sclerosis with subsequent manifestations of myocardial infarction, cerebral stroke, etc. Hypocholestin may also be used in the fields of Dietetics and Gerontology.
Silymaron is a product, which finds its application for the assistance of treatments of hepatitis, cirrhosis, liver intoxication, and for the reduction of the recovery period after intense physical activity. Silymaron is a hepatoprotective agent, which is soluble in water, while retaining high effectiveness.
Anhtocylen C is applicable in the prophylactic and in the treatment of radiation sickness and decorporation of radioactive elements that have entered the human body, induced osteosarcomas - bone cancer - as well as in medical practice.
5) Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases. Provided by the President of the Company.
6) Officers, Directors, and Control Persons
Using the table below, please provide information, as of the period end date of this report, regarding any officers, or directors of the company, individuals or entities controlling more that 5% of any class of the issuer’s securities, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are
corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or
controlling such corporate shareholders, or the name and contact information (City, State) of an individual
representing the corporation or entity in the note section.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 11 of 26
|
Include Company Insiders who own any outstanding units or shares of any class of any equity security of the issuer.
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
|
Names of All
Officers, Directors and Control Persons
|
Affiliation with
Company (e.g. Officer Title
/Director/Owner of more than 5%)
|
Residential Address
(City / State Only)
|
Number of
shares owned
|
Share
type/class
|
Ownership
Percentage of Class Outstanding
|
Names of control
person(s) if a corporate entity
|
|
Dimitar Slavchev
Savov
|
President/Chairman
|
61 Nishava str., ent. A Sofia 1680, Bulgaria
|
141,619,500
10,000,000
|
Common
Preferred A
|
69%
100%
|
|
|
Clifford Paul
Redekop
|
Secretary/Director
|
2269 Merrimack Valley
Ave Henderson NV,
89044
|
4,196,500
|
Common
|
2.06%
|
Owned by ACFT LLC Cliff. Redekop Managing Member
|
|
Dr. Darena
Stoykova Zlateva
|
Chief Scientific
Officer
|
Kniaz Bogoridi str.2
Plovdiv, Bulgaria
|
200,000
|
Common
|
0.09%
|
|
7) Legal/Disciplinary History
A. Identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
None
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding, or judgment has not been reversed, suspended, or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or
otherwise limited such person’s involvement in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject.
Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
None
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 12 of 26
|
8) Third Party Service Providers
Provide the name, address, telephone number and email address of each of the following outside providers. You may add additional space as needed.
Securities Counsel (must include Counsel preparing Attorney Letters).
| Name: |
_____________ |
| Firm: |
_____________ |
| Address 1: |
_____________ |
| Address 2: |
_____________ |
| Phone: |
_____________ |
| Email: |
_____________ |
Accountant or Auditor
Name: Carol Beere
Firm: Green Stone Group Holdings LLC
Address 1: 2420 Carland Rd
Address 2: Owosso, MI 48867
Phone: 443-745-6619
Email: Carolb444@hotmail.com
Investor Relations
| Name: |
_____________ |
| Firm: |
_____________ |
| Address 1: |
_____________ |
| Address 2: |
_____________ |
| Phone: |
_____________ |
| Email: |
_____________ |
All other means of Investor Communication:
Twitter: Discord: LinkedIn Facebook: [Other ]
Other Service Providers
Provide the name of any other service provider(s) that assisted, advised, prepared, or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s), consultant(s) or any entity/individual that provided assistance or services to the issuer during the reporting period.
| Name: |
_____________ |
| Firm: |
_____________ |
| Address 1: |
_____________ |
| Address 2: |
_____________ |
| Phone: |
_____________ |
| Email: |
_____________ |
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 13 of 26
|
9) Financial Statements
A. The following financial statements were prepared in accordance with:
☐ IFRS
☒ U.S. GAAP
B. The following financial statements were prepared by (name of individual):
Name: Carol J Beere
Title: None
Relationship to Issuer: None
Describe the qualifications of the person or persons who prepared the financial statements:
Ms. Beere holds a Bachelors in Business Degree with a major in accounting from the University of Maryland and more than 46 years of accounting experience.
Provide the following financial statements for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
a. Audit letter, if audited;
b. Balance Sheet;
c. Statement of Income;
d. Statement of Cash Flows;
e. Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)
f. Financial Notes
Attached below the officer certifications.
3 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS and by persons with sufficient financial skills.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 14 of 26
|
10) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.
The certifications shall follow the format below: I, Dimitar Slavchev Savov certify that:
1. I have reviewed this Disclosure Statement for Nika BioTechnolgy, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
October 11, 2023
/s/Dimitar Slavchev Savov
Principal Financial Officer:
I, Dimitar Slavchev Savov certify that:
1. I have reviewed this Disclosure Statement for Nike BioTechnology, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
October 11, 2023
/s/Dimitar Slavchev Savov
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 15 of 26
|
Nika Biotechnology Inc Balance Sheet (unaudited)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
September 30, |
|
|
December 31, |
|
| |
|
2023 |
|
|
2022 |
|
| ASSETS |
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
| Cash |
|
S - |
|
|
S - |
|
| Accounts receivable |
|
- |
|
|
- |
|
| Total Current Assets
|
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Fixed Assets |
|
|
|
|
|
|
| Fixed assets, net |
|
- |
|
|
- |
|
| Total Fixed Assets |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Other Assets |
|
|
|
|
|
|
| Cooperation Agreement |
|
176,691 |
|
|
176,691 |
|
| Minority Interest Europe |
|
10,000 |
|
|
10,000 |
|
| Total Other Assets |
|
186,691 |
|
|
186,691 |
|
| |
|
|
|
|
|
|
| TOTAL ASSETS |
$ |
186,691 |
|
|
S 186,691 |
|
| |
|
|
|
|
|
|
| LIABILITIES & STOCKHOLDERS’ EQUITY
(DEFICIT) |
|
|
|
|
|
|
| Current Liabilities
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
$ |
41,589 |
|
|
S 28,474 |
|
| Current notes payable |
|
- |
|
|
- |
|
| Total Current Liabilities |
|
41,589 |
|
|
28,474 |
|
| |
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
41,589 |
|
|
28,474 |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Stockholders’ Equity
(Deficit) |
|
|
|
|
|
|
Common stock, 500,000,000 authorized, par
value $.001,
issued and outstanding 204,205,027 and 204,205,027 at
September 30, 2023, and December 31, 2022, respectively |
|
204,205 |
|
|
204,205 |
|
Preferred stock, 10,000,000
authorized, par value $.001,
Issued and outstanding 10,000,000 and 0
at September 30, 2023 and December 31, 2022, respectively |
|
10,000 |
|
|
10,000 |
|
| Paid in capital |
|
5,174,079 |
|
|
5,174,079 |
|
| Retained deficit |
|
(5,243,182 |
)
|
|
(5,230,067 |
)
|
| Total Stockholders’ Equity (Deficit)
|
|
145,102 |
|
|
158,217 |
|
| |
|
|
|
|
|
|
| Total Liabilities and Stockholders’
Deficit |
$ |
186,691 |
|
|
S 186,691 |
|
The accompanying notes are an integral part of these consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 16 of 26
|
Nika Biotechnology Inc Statement of Operations (unaudited)
| |
|
Period Ended |
|
| |
|
September 30,
2023 |
|
| |
|
|
|
| Revenue |
|
|
|
| Sales |
$ |
- |
|
| Total Revenue |
|
- |
|
| |
|
|
|
| Cost of Goods Sold |
|
|
|
| Cost of Goods Sold |
|
- |
|
| Total Cost of Goods
|
|
- |
|
| |
|
|
|
| Gross Profit |
$ |
- |
|
| |
|
|
|
| Expenses |
|
|
|
| Bank fees |
$ |
- |
|
|
Consulting |
|
- |
|
| Professional fees |
|
- |
|
| Public
company |
|
9,065 |
|
| State and resident agent
fees |
|
1,300 |
|
|
Professional fees |
|
2,750 |
|
| Commissions |
|
- |
|
| General
and administrative |
|
- |
|
| Total Expenses |
|
13,115 |
|
| |
|
|
|
| Income (Loss) from Operations |
|
|
|
| |
|
|
|
| Other Income (Expenses) |
|
|
|
| Interest expense |
|
- |
|
| Other income (loss) |
|
- |
|
| Total Other Income
(Expense) |
|
- |
|
| |
|
|
|
| Net (Loss) Before
Provision for Income Tax |
|
(13,115 |
) |
| |
|
|
|
| Provision for income
taxes |
|
- |
|
| |
|
|
|
| Net Loss |
$ |
(13,115 |
) |
| |
|
|
|
| Basic and diluted loss per
share |
$ |
(.00 |
) |
| |
|
|
|
| Weighted average number of
common shares – basic and diluted |
|
204,205,027 |
|
The accompanying notes are an integral part of these consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 17 of 26
|
Statement of Cash Flows
(unaudited)
| |
|
Period Ended |
|
| |
|
September 30,
2023 |
|
| |
|
|
|
| CASH FLOWS FROM
OPERATING ACTIVITIES |
|
|
|
| |
|
|
|
| Net income (loss) |
$ |
(13,115 |
)
|
| Adjustments to reconcile net loss to net cash
Provided by (used in) operating activities: |
|
|
|
| Stock issued for services |
|
- |
|
| Amortization |
|
- |
|
| |
|
|
|
| Changes in operating assets and liabilities:
|
|
|
|
| (Increase) decrease in
accounts receivable, prepaid taxes and due from related parties |
|
- |
|
| (Increase) decrease in inventory |
|
- |
|
| Increase (decrease) in
accounts payable, accrued expenses, deposits, prepaid and due related
parties |
|
13,115 |
|
| Net cash used by operating activities
|
|
- |
|
| |
|
|
|
| CASH FLOWS FROM INVESTING
ACTIVITIES |
|
|
|
| Acquisition of property and
equipment |
|
- |
|
| Net cash (used) in investing
activities |
|
- |
|
| |
|
|
|
| CASH FLOWS FROM FINANCIANG
ACTIVITIES |
|
|
|
| Proceeds from notes payable,
net |
|
- |
|
| Proceeds from sale of common stock |
|
- |
|
| Net cash provided by
financing activities |
|
- |
|
| |
|
|
|
| Net increase (decrease) in
cash and cash equivalents |
$ |
-
|
|
| Cash at beginning of period |
$ |
- |
|
| Cash at end of period
|
$ |
- |
|
| |
|
|
|
| SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION |
|
|
|
| |
|
|
|
| Interest paid |
$ |
-
|
|
| Income taxes paid |
$ |
- |
|
These financial statements present fairly, in all respects, the financial position of the company and the results of its oper ations and cash flows for the periods. presented in conformity with GAAP in the United States consistently applied and hereby certified by Dimitar Savov, President
The accompanying notes are an integral part of these consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 18 of 26
|
Statement of Stockholders’ Deficit
(unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
| |
|
Preferred Stock |
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
| Balance, December 31, 2018 |
|
- |
|
$ |
- |
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183 |
|
$ |
(4,681,448 |
)
|
$ |
(175,628 |
)
|
| Net loss for the year ended December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,647 |
) |
|
(6,647 |
) |
| Balance, December 31, 2019 |
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183 |
|
$ |
(4,688,095 |
) |
$ |
(182,275 |
) |
| Net loss for the year ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,615 |
) |
|
(6,615 |
) |
| Balance, December 31, 2020 |
|
- |
|
$ |
|
|
|
38,637,175 |
|
$ |
38,637 |
|
$ |
4,467,183 |
|
|
S (4,694,710 |
) |
$ |
(188,890 |
) |
| Shares cancelled for reverse 1:15 |
|
|
|
|
|
|
|
(36,060,048 |
) |
|
(36,060 |
) |
|
36,060 |
|
|
|
|
|
- |
|
| Shares issued for merger |
|
|
|
|
|
|
|
40,220,000 |
|
|
40,220 |
|
|
361,980 |
|
|
|
|
|
402,200 |
|
| Shares issued for debt conversion |
|
|
|
|
|
|
|
12,213,600 |
|
|
12,214 |
|
|
109,922 |
|
|
|
|
|
122,136 |
|
| Net loss for year ended December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(465,728 |
) |
|
(465,728 |
) |
| Balance, December 31, 2021 |
|
- |
|
|
S - |
|
|
55,010,727 |
|
$ |
55,011 |
|
$ |
4,975,145 |
|
$ |
(5,160,438 |
) |
$ |
(130,282 |
) |
| Shares issued for services |
|
|
|
|
|
|
|
22,104,300 |
|
|
22,104 |
|
|
30,295 |
|
|
- |
|
|
52,399 |
|
| Shares issued for acquisitions |
|
10,000,000 |
|
|
10,000 |
|
|
127,090,000 |
|
|
127,090 |
|
|
168,639 |
|
|
- |
|
|
305,729 |
|
| Net loss for year ended December 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69,629 |
) |
|
(69,629 |
) |
| Balance, December 31, 2022 |
|
10,000,000 |
|
|
10,00 $ 0 |
|
|
204,205,027 |
|
$ |
204,205 |
|
$ |
5,174,079 |
|
$ |
(5,230,067 |
) |
$ |
158,217 |
|
| Shares issued for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for period ended September 30, 2023 |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(13,115 |
) |
|
(13,115 |
) |
| Balance, September 30, 2023 |
|
10,000,000 |
|
|
10,00 $ 0 |
|
|
204,205,027 |
|
$ |
204,205 |
|
$ |
5,174,079 |
|
$ |
(5,243,182 |
) |
$ |
145,102 |
|
The accompanying notes are an integral part of these consolidated financial statements.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 19 of 26
|
NOTE 1: Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates: Nature of Business
International Professional Training Group LTD (the "Company") was incorporated under the laws of the State of Nevada under the name Longevity Store.COM on March 25, 1999. On August 29, 2022, the Company changed its name to Nika BioTechnology, Inc.
Nika BioTechnology, Inc. is a biotechnological company, which specializes in the treatment of AIDS, Chronic Hepatitis B and C, Rheumatoid Arthritis, Cancer, Diabetes, and all diseases, for which a strengthened cell immunity is of vital importance. NIKA specializes in the field of scientific research with the goal of creating and developing new drugs and dietary supplements. At this moment in time, NIKA's intellectual property includes six drugs in injection form - two of which have successfully undergone clinical trials with good treatment results - and eight dietary supplements. The goal of NIKA is to not only achieve corporate profits, but to also improve the quality of life of the population by providing better and easier access to life-saving medicinal drugs and useful dietary supplements.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements, including the estimated useful lives of tangible and intangible assets. Management believes the estimates used in preparing the financial statements are reasonable and accurate. Actual results could differ from these estimates.
Consolidation
The accompanying condensed financial statements of the Company include the financial position, results of operations and cash flows of the Company. The Company has no operating subsidiaries.
Revenue Recognition
Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements”. The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and a regulation, including factors such as when there is evidence of a sale arrangement, delivery has occurred, or service has been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions, which 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.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 20 of 26
|
Cash and Cash Equivalents
Cash and Cash equivalents are considered to be highly liquid investments purchased with an initial maturity of three (3)
months or less.
Inventories
Inventories are valued at the lower of cost or net realizable value with cost using the first in first out method.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company's assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the account receivable balances and current economic conditions.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and improvements are capitalized. The Company depreciates the costs of these assets over their estimated useful lives. When assets are retired or disposed of, the asset's original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.
Depreciation and amortization are generally accounted for using the straight-line method over the estimated useful lives of the assets as follows:
| Office, protective and demonstration, and computer
equipment |
4 Years |
| Manufacturing equipment |
10 Years |
| Leasehold improvements |
lease term |
Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable.
Intangibles
The Company's intangible assets consist of goodwill from the recently completed merger.
Research and Development
Research and development costs are expensed as incurred in accordance with SFAS No. 2 Accounting for Research and Development Costs. Material and equipment are capitalized and amortized over their estimated useful lives should management determine that such expenditures meet the criteria.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 21 of 26
|
Accounting for Stock Based Compensation
The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation awards issued to non-employees for services and financing arrangements, as prescribed by FASB ASC 505-50, Equity-Based Payments to Non-Employees, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The fair value of common stock issued for services is based on the closing stock price on the date the common stock was issued.
In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal three months and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
• Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
• Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
The fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the three months 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 as income in the period that included the enactment date. Due to the Company’s continued losses, the Company has placed a full valuation allowance against the deferred tax assets.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 22 of 26
|
The Company records stock as issued at the time consideration is received or the obligation is incurred.
Basic and diluted earnings per share are computed by dividing net income (loss) by the weighted-average number of shares of common shares outstanding during the six months. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the three months. Common stock to be issued upon conversion of preferred stock, convertible debt and common stock options has not been included in dilutive earnings per share due to the Company’s losses and their anti-dilutive effect.
Foreign Currency Translation
The accompanying consolidated financial statements are expressed in United States dollars, which is the Company's functional currency. All transactions in foreign currencies have been converted to United States dollar transactions or balances are included in the determination of net and comprehensive income. Transactions in foreign currency are translated into United States dollars in accordance with SFAS No. 52, Foreign Currency Translation, as follows:
i. monetary items at the rate prevailing, at the balance sheet date;
ii non-monetary items at the historical exchange rate;
iii revenue and expenses at the average rate in effect during the applicable reporting period.
Income Taxes
The Company complies with the Provisions of SFAS No. 109 “Accounting for Income Taxes”. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.
Income (Loss) Per Share
In accordance with SFAS No. 128, “Earnings Per Share”, the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of the date of these financial statements, diluted net loss per share is equivalent to basic net loss per share as there were no dilutive securities outstanding, and the Company net loss is deemed anti-dilutive.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivables. The Company places its cash with high quality financial institutions which at times may exceed the FDIC $250,000 insurance limit. The Company extends credit based on an evaluation of the customer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company monitors its exposure to credit losses and maintains allowances for
anticipated losses, as required. Accounts are “written-off” when deemed uncollectible.
New Accounting Pronouncements
None that will have a material effect in fiscal 2023 on company operations.
| OTC Markets Group Inc. |
|
| OTC Pink Basic Disclosure Guidelines
(January 1, 2023) |
Page 23 of 26
|
NOTE 2: Related Party Transactions
Certain stockholders have made certain advances to the Company on an interest-free basis, payable upon demand. The Company has not computed interest on the advances and has treated the interest of $0 as contributed capital with an offset to interest expense.
During the period ended September 30, 2023, the officer paid expenses on the Company’s behalf and advanced the
Company a net amount of $13,115.
NOTE 3: Non-Cash Transactions
The following non-cash investing and financing activities occurred during the period from January 1, 2023, through
September 30, 2023: None
Prior Non-cash transactions affecting the comparative period balance sheet:
On July 26, 2022, the Company entered into an Asset Sale Agreement whereby the U.S. publicly traded company was separated from the Chinese operations and to acquire certain rights to products and developing patents for which
127,090,000 common shares and 10,000,000 Preferred A shares were issued. Certain other shareholders relinquished their shares and were reissued to a party in the transaction. Certain parties related to the Chinese operations were issued a total of 4,960,000 common shares.
Also, pursuant to the terms of the terms of the Asset Sale Agreement, on August 1, 2022, the company entered into a cooperation agreement whereby it will jointly and equally develop, market and deliver new products with Nika Pharmaceutical, Inc. .
NOTE 4: Management's discussion and analysis or plan of operations.
A. Plan of Operation
(i) We cannot currently satisfy our existing cash needs and will need to raise additional capital unless a substantial improvement in sales occurs during the next twelve months.
(ii) The Company currently has limited revenue from its product sales and is seeking capital, the acquisition of new products and market newly acquired assets to facilitate our business plan.
(iii) We do not expect to purchase additional plants or equipment except as required from sales growth. (iv) We expect to hire additional full-time staff with the increase in sales or as required by expansion.
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B. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
1. Six months ended period.
(i) The accompanying financial statements represent accurately the condition of the business showing limited sales. We expect growth as capital is raised to facilitate our business plan.
(ii) The Company does not have sufficient working capital to meet our capital requirements for the coming twelve months.
(iii) We have no commitments for capital expenditures.
(iv) No known trends are expected that have not already impacted us.
(v) All significant elements of income or loss come from our continued operations.
(vi) The company increased its expenses in the six months ended September 30, 2023, with the completion of our acquisition during the period as indicated in the Profit and Loss Statement attached above.
(vii) Our products are not seasonal C. Off Balance Sheet Arrangements None known or anticipated.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern no adjustments have been made for any other outcome.
We are currently seeking financing to continue our business. There is no assurance that we will find financing to continue our projects.
NOTE 5: Legal proceedings.
Legal/Disciplinary History
1. No officer or director has not been convicted in a criminal proceeding and has not been named as a defendant in a pending criminal proceeding.
2. No officer or director has had the entry of an order, judgment, or decree, by a court of competent jurisdiction, that permanently or temporarily enjoined, barred, suspended, or limited his involvement in any type of business, securities, commodities, or banking activities.
3. No officer or director has had a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding, or judgment has not been reversed, suspended, or vacated.
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4. No officer or director has had the en
try of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited either person's involvement in any type of business or securities activities.
NOTE 6: Subsequent Events
None.
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