Quarterly Report (10-q)

Date : 05/20/2019 @ 7:15PM
Source : Edgar (US Regulatory)
Stock : Astika Holdings, Inc. (PN) (ASKH)
Quote : 0.0226  0.0 (0.00%) @ 3:21PM

Quarterly Report (10-q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended  March 31, 2019
OR

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

For the transition period from ___________ to ___________

Commission file number  000-54855

ASTIKA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction of incorporation or organization)
27-4601693
(I.R.S. Employer Identification Number)

Level 1, 725 Rosebank Road
Avondale, Auckland, 1348, New Zealand
(Address of principal executive offices)

(64) 9 929 0502
(Issuer’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [  ]  No [X]

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

Large accelerated filer [  ]
 
Accelerated filer [  ]
Non-accelerated filer [  ]
 
Smaller reporting company  [X]
(Do not check if smaller reporting company)
 
Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X]  No [  ]

The number of shares outstanding of the issuer's common stock, as of May 20, 2019 was 29,890,066.


ASTIKA HOLDINGS, INC.
 
TABLE OF CONTENTS

 
PAGE
 
 
PART I. FINANCIAL INFORMATION
3
 
 
Item 1. Financial Statements (unaudited)
3
 
 
Balance Sheets
3
 
 
Statements of Operations
4
 
 
Statements of Cash Flows
7
 
 
Notes to Unaudited Interim Financial Statements
8
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
14
 
 
Item 4. Controls and Procedures
14
 
 
PART II. OTHER INFORMATION
15
 
 
Item 1. Legal Proceedings
15
 
 
Item 1A. Risk Factors
15
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
15
 
 
Item 3. Defaults Upon Senior Securities
15
 
 
Item 4. Mine Safety Disclosures
15
 
 
Item 5. Other Information
15
 
 
Item 6. Exhibits
16
 
 
SIGNATURES
17

2

  PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ASTIKA HOLDINGS, INC.
 
BALANCE SHEETS
 
   
   
 
March 31,
2019
   
December 31,
2018
 
     
(Unaudited)
   
(Audited)
 
ASSETS            
 Cash
 
$
-
   
$
-
 
TOTAL ASSETS
 
$
-
   
$
-
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current Liabilities
               
Accounts payable and accrued liabilities
 
$
90,383
   
$
115,325
 
Loan payable and accrued interest
   
3,608
     
3,589
 
Due to related party
   
36,107
     
5,807
 
Total Current Liabilities
   
130,098
     
124,721
 
 
               
Stockholders' Deficit
               
Preferred Stock:  10,000,000  shares authorized; par value $0.001;  2,090,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018
   
2,090
     
2,090
 
Common Stock:  140,000,000 shares authorized; par value $0.001; 29,890,066 shares issued and outstanding as of March 31, 2019 and December 31, 2018
   
29,890
     
29,890
 
Additional paid-in capital less Pref B issuing costs
   
471,595
     
471,595
 
Accumulated deficit
   
(633,673
)
   
(628,296
)
Total Stockholders’ Deficit
   
(130,098
)
   
(124,721
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
$
-
   
$
-
 
 
The accompanying notes are an integral part of these financial statements.
3

 
ASTIKA HOLDINGS, INC.
 
STATEMENTS OF OPERATIONS
 
(UNAUDITED)
 
             
   
For The
Three Months Ended
 
   
March 31,
2019
   
March 31,
2018
 
REVENUE
           
Revenue  
$
-
   
$
-
 
TOTAL REVENUE
   
-
     
-
 
                 
OPERATING EXPENSES
               
General and administrative    
5,359
     
11,617
 
Total Operating Expenses
   
5,359
     
11,617
 
                 
OPERATING LOSS
   
(5,359
)
   
(11,617
)
                 
OTHER EXPENSE
               
Interest expense, net    
(18
)
   
(17
)
Total Other Expense
   
(18
)
   
(17
)
                 
NET LOSS
 
$
(5,377
)
 
$
(11,634
)
                 
BASIC AND DILUTED NET LOSS PER COMMON SHARE  
$
(0.00
)
 
$
(0.00
)
                 
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
   
29,890,066
     
29,890,066
 
 
The accompanying notes are an integral part of these financial statements.
4


ASTIKA HOLDINGS, INC.
 
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
 
FOR THE THREE MONTHS ENDED MARCH 31, 2019
 
(UNAUDITED)
 
                                           
   
Preferred Stock
   
Common Stock
   
Additional
Paid In
Capital
   
Accumulated
(Deficit)
   
Total
Stockholders’
Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Balance at December 31, 2018
   
2,090,000
   
$
2,090
     
29,890,066
   
$
29,890
   
$
471,595
   
$
(628,296
)
 
$
(124,721
)
Net loss
                                           
(5,377
)
   
(5,377
)
Balance at March 31, 2019
   
2,090,000
   
$
2,090
     
29,890,066
   
$
29,890
   
$
471,595
   
$
(633,673
)
 
$
(130,098
)

The accompanying notes are an integral part of these financial statements.
5


ASTIKA HOLDINGS, INC.
 
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
 
FOR THE THREE MONTHS ENDED MARCH 31, 2018
 
(UNAUDITED)
 
                                           
                                           
   
Preferred Stock
   
Common Stock
   
Additional
Paid In
Capital
   
Accumulated
(Deficit)
   
Total
Stockholders’
Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Balance at December 31, 2017
   
2,090,000
   
$
2,090
     
29,890,066
   
$
29,890
   
$
471,595
   
$
(572,775
)
 
$
(69,200
)
Net loss
                                           
(11,634
)
   
(11,634
)
Balance at March 31, 2018
   
2,090,000
   
$
2,090
     
29,890,066
   
$
29,890
   
$
471,595
   
$
(584,409
)
 
$
(80,834
)
 
The accompanying notes are an integral part of these financial statements.
6

 
ASTIKA HOLDINGS, INC.
 
STATEMENTS OF CASH FLOWS
 
(UNAUDITED)
 
             
   
     
For The Three Months
Ended
 
     
March 31,
2019
   
March 31,
2018
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
 
$
(5,377
)
 
$
(11,634
)
Adjustments to reconcile net loss to net cash used in
               
Changes in Operating assets & liabilities
               
(Increase) decrease in prepaid expenses
   
-
     
42,101
 
Increase (decrease) in accounts payable and accrued liabilities
   
(24,923
)
   
1,226
 
Net Cash Provided by (Used in) Operating Activities
   
(30,300
)
   
31,693
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Payback to related party
   
-
     
(42,101
)
Due to releted party
   
30,300
     
10,408
 
Common shares issued for cash
   
-
         
     Net cash provided by (Used in) Financing Activities
   
30,300
     
(31,693
)
                 
NET INCREASE IN CASH
   
-
     
-
 
CASH AT BEGINNING OF PERIOD
   
-
     
-
 
CASH AT END OF PERIOD
 
$
-
   
$
-
 
                 
 
               
CASH PAID FOR:
               
Interest
 
$
-
   
$
-
 
Income taxes
 
$
-
   
$
-
 

The accompanying notes are an integral part of these financial statements.
7

 
ASTIKA HOLDINGS, INC.
  NOTES TO FINANCIAL STATEMENTS
  MARCH 31, 2019
  (UNAUDITED)
 


NOTE 1 - DESCRIPTION OF BUSINESS
 
Astika Holdings, Inc. (the “Company”, “we”, “us”, “our”), Astika Holdings, Inc., a Florida corporation, is refocusing and preparing to relaunch the Company through a variety of strategic acquisitions in the textile, service, and industrial sectors to complement and capture the next wave of growth companies from Asia and New Zealand.
 
NOTE 2- GOING CONCERN ANALYSIS AND MANAGEMENT PLANS
 
The Company’s unaudited interim financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit and no cash flows from operating activities at March 31, 2019. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans focus is on a variety of strategic acquisitions in service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.’s business. The Company is positioning to capture the next wave of growth companies from Asia. As the centerpieces for Astika Holdings in Asia, the focus is on rapid economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization. Astika’s planned focus is also on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure jurisdictions. Management’s plan to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company.  However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of presentation
 
The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  The accompanying financial statements should be read in conjunction with the December 31, 2019 financial statements that were filed in our annual report on Form 10-K.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three-month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019.
8

  Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.
 
Stock-Based Compensation
 
We recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.
 
Income Taxes
 
The Company accounts for income taxes as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share
 
The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share” (ASC 260). Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive shares of common stock outstanding during the period. The Company had net losses for the three months ended March 31, 2019 and 2018, as such, the diluted earnings per share excludes all dilutive potential shares because their effect is anti-dilutive.
 
Related Parties
 
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
 
Fair Value of Financial Instruments
 
ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825) requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
9

  Level 1 – quoted prices in active markets for identical assets or liabilities.
 
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.
 
Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
 
The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Recent accounting pronouncements

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

NOTE 4 - LOAN TRANSACTION
 
The Company purchased a recorded music compilation from EuGene Gant for a purchase price of $5,000 pursuant to a Bill of Sale and Assignment dated June 15, 2012, an Exclusive Songwriter Agreement dated June 15, 2012, and a Promissory Note that the Company concurrently executed and delivered to him on the same date.  The Company made a payment to Mr. Gant in the amount of $1,000 on June 15, 2012 and $2,000 on October 1, 2012, and $1,000 on June 15, 2013, and the remaining $1,000 principal amount under Promissory Note bears interest at five percent (5%) per annum, and there is one remaining principal installment payment in the amount of $1,162 due. Accrued and unpaid interest on the Promissory Note is also due in the amount of $18 for the three-month period ended March 31, 2019, and $17 for the three-month period ended March 31, 2018.  As of March 31, 2019 and December 31, 2018, total outstanding short-term debt was $1,508 and $1,490, respectively.  The note matured on June 15, 2013 and the loan is currently in default.
 
On October 22, 2015, Artfield Investment paid $2,100 in expenses on behalf of the Company. This loan is unsecured, due on demand, and carries no interest. At March 31, 2019 and December 31, 2018, the total amount owed was $2,100 and $2,100, respectively.
 
NOTE 5 - RELATED PARTY TRANSACTIONS
 
The Company has entered into transactions with the related party, IQ Acquisition (NY), Ltd, owned by Mr. Richards, the CEO of the Company. IQ Acquisition (NY), Ltd, the major shareholder of the Company, has paid expenses on behalf of the Company in the amount of $30,300 and $10,408 during the three-months ended March 31, 2019 and 2018, respectively.  The Company reimbursed IQ acquisition (NY) in the amount of $0 and $42,101 during the three months ended March 31, 2019 and 2018, respectively. The balance due to related party as of March 31, 2019 and December 31, 2018 was $36,107 and $5,807, respectively. The advances are unsecured, payable on demand, and carry no interest.
 
NOTE 6 - EQUITY TRANSACTIONS
 
The Company has authorized 10,000,000 shares of Preferred Stock and 140,000,000 shares of Common Stock at par value of $0.001. As of March 31, 2019 and December 31, 2018, the Company had 29,890,066 and 29,890,066 shares of common stock, and 2,090,000 and 2,090,000 preferred shares, issued and outstanding, respectively.
10

During the three months ended March 31, 2019 and 2018, the Company did not issue any additional shares of common stock.  As of March 31, 2019, no preferred shares have been converted to shares of common stock.
 
NOTE 7 - SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events that have occurred after the date of the balance sheet through the date of issuance of these financial statements and determined that no subsequent event requires recognition or disclosure to the financial statements.
11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this Form 10-K and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
 
These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers;  and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
 
Overview
 
Astika Holdings, Inc. was incorporated under the laws of the State of Florida on January 13, 2011. We are refocusing and preparing to relaunch the Company through a variety of strategic acquisitions in the textile, service, agricultural, and industrial sectors to complement and capture the next wave of growth companies from Asia and New Zealand.  
 
Results of Operations for the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018
 
Revenues
 
The Company’s revenues were $0 for the three-month period ended March 31, 2019 and March 31, 2018.
 
General and Administrative Expenses
 
General and administrative expenses for the three months ended March 31, 2019 were $ 5,359 as compared to $11,617 for the three months ended March 31, 2018 general and administrative expenses. The decrease in general and administrative expenses was primarily due to the lower legal and consulting fees.
 
Liquidity and Capital Resources
 
The Company has had only nominal operations and does not have any cash generated from business operations. We funded our operating expenses by issuing notes to related and unrelated parties, borrowing loans from our related parties, and issuing convertible preferred stock to unrelated parties. Our plan is to obtain financing from various investors and complete our acquisition project. 
12

As of March 31, 2019 and December 31, 2018, we had working capital deficits of $130,098 and $124,721, respectively. 
 
The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.
 
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans focus is on a variety of strategic acquisitions in service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.’s business. The Company is positioning to capture the next wave of growth companies from Asia. As the centerpieces for Astika Holdings in Asia, the focus is on rapid economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization. Astika’s planned focus is also on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure. to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company.  However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Net Cash Used in Operating Activities
 
Net cash used in operating activities was $30,300 for the three months ended March 31, 2019.  Net cash provided by operating activities was $31,693 for the three months ended March 31, 2018 due to the decrease in prepaid expense of $42,101.
 
Net Cash Used in Investing Activities
 
The net cash used in investing activities during the three months ended March 31, 2019 and 2018 was $0.
 
Net Cash Provided by Financing Activities
 
Net cash provided by financing activities during the three months ended March 31, 2019 was $30,300.  Net cash used in financing activities during the three months ended March 31, 2018 was $31,693 due to payback of a related party’s loan in the amount of $42,101.
 
Availability of Additional Funds
 
Based on our working capital deficit as of March 31, 2019 and zero revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through December 2019.
 
13

Critical Accounting Policies and Estimates
 
Our unaudited interim financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of unaudited interim financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.
 
Material Commitments
 
There was no material commitment during the three months ended March 31, 2019.
 
Recent Accounting Pronouncements
 
Management does not believe that any recently issued, but not yet effective accounting pronouncements will have a material effect on the accompanying financial statements.
 
Off Balance Sheet Arrangements
 
As of March 31, 2019, we had no off-balance sheet arrangements.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
Disclosure under this section is not required for a smaller reporting company.
 
Item 4. Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at March 31, 2019.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
14

Management's Remediation Initiatives
 
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:
 
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.
 
 
Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II OTHER INFORMATION


Item 1. Legal Proceedings
 
None.
 
Item 1A. Risk Factors
 
A smaller reporting company is not required to provide the information required by this Item.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
None.
15

Item 6. Exhibits

Exhibit No.
Description
 
 
31.1
 
 
32.1
 
 
101 INS
XBRL Instance Document*
 
 
101 SCH
XBRL Schema Document*
 
 
101 CAL
XBRL Calculation Linkbase Document*
 
 
101 LAB
XBRL Labels Linkbase Document*
 
 
101 PRE
XBRL Presentation Linkbase Document*
 
 
101 DEF
XBRL Definition Linkbase Document*
 
*  The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
16

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
ASTIKA HOLDINGS, INC.
 
DATE:  May 20, 2019
 

By:
/s/  Mark W. Richards
        
Mark W. Richards
     
President, Chief Executive Officer,
 
(Principal Executive Officer), Treasurer
 
(Principal Financial and Accounting Officer), Chairman

  17

 
 

 
 

 

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