Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2024

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

For the transition period

Commission File No.: 000-56234

'NIKA PHARMACEUTICALS, INC.
(Exact name of the small business issuer as specified in its charter)

colorado		90-0292940
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

2269 Merrimack Valley Avenue, Henderson, NV 89044
(Address of principal executive offices)

(702)-326-3615
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

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	☒
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 Act).
Yes ☐ No ☒

The number of shares of Common Stock, $0.0001 par value of the registrant outstanding at May 24, 2024 was 1,018,519,500.

TABLE OF CONTENTS

	Page
	No.
PART I.	3

Item 1. Financial Statements.	3

Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (Unaudited)	3

Condensed Consolidated Statements of Operations for the three months Ended March 31, 2024 and 2023 (Unaudited)	4

Condensed Consolidated Statements of Stockholders’ Deficit for the three months Ended March 31, 2024 and 2023 (Unaudited)	5

Condensed Consolidated Statements of Cash Flows for the three months Ended March 31, 2024 and 2023 (Unaudited)	6

Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3. Quantitative and Qualitative Disclosures About Market Risks.	13

Item 4. Controls and Procedures	13

PART II.	14

Item 1. Legal Proceedings.	14

Item 1A. Risk Factors.	14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	14

Item 3. Defaults Upon Senior Securities.	14

Item 4. Mine Safety Disclosures.	14

Item 5. Other Information.	14

Item 6. Exhibits.	14

EXHIBIT INDEX	15

SIGNATURES	15

Item 1. Consolidated Financial Statements

NIKA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31, 2024			December 31, 2023
ASSETS		(Unaudited)
Current Assets:
Cash	$	24,466		$	19,596
Inventory		17,007			—
Total current assets		41,473			19,596
Total Assets	$	41,473		$	19,596

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accruals	$	9,333		$	—
Due to related parties		256,622			101,745
Total Current Liabilities		265,955			101,745

Total Liabilities		265,955			101,745

Commitments and contingencies		—			—

Stockholders' Deficit:
Preferred Stock; par value $0.0001; 15,000,000 shares authorized; 10,000,000 shares issued and outstanding 15,000,000		1,000			1,000
Common Stock; par value $0.0001; 2,700,000,000 shares authorized; 876,090,000 shares issued and outstanding		87,609			87,609
Additional paid-in capital		8,617,773			3,229,489
Accumulated deficit		(8,930,864	)		(3,400,247	)
Total Stockholders' Deficit		(224,482	)		(82,149	)
Total Liabilities and Stockholders' Deficit	$	41,473		$	19,596

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

NIKA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		For the Three Months Ended
		March 31,
		2024			2023
Operating Expenses:
General and administrative	$	65,988		$	19,570
Total operating expenses		65,988			19,570

Loss from operations		(65,988	)		(19,570	)

Loss before provision for income taxes		(65,988	)		(19,570	)
Provision for income taxes		—			—

Net Loss	$	(65,988	)	$	(19,570	)

Loss per share, basic and diluted	$	(0.00)		$	(0.00	)

Weighted average common shares outstanding,
basic and diluted		876,090,000			876,090,000

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

NIKA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

								Additional					Total
	Preferred Stock			Common Stock				Paid		Accumulated			Stockholders’
	Shares		Amount	Shares		Amount		in Capital		Deficit			Equity
Balance, December 31, 2023	10,000,000	$	1,000	876,090,000	$	87,609	$	3,229,489	$	(3,400,247	)	$	(82,149	)
Common control acquisition	—		—	—		—		5,388,284		(5,464,629	)		(76,345	)
Net loss	—		—	—		—		—		(65,988	)		(65,988	)
Balance, March 31, 2024	10,000,000	$	1,000	876,090,000	$	87,609	$	8,617,773	$	(8,930,864	)	$	(224,482	)

													Total
	Preferred Stock			Common Stock				Additional Paid		Accumulated			Stockholders’
	Shares		Amount	Shares		Amount		in Capital		Deficit			Deficit
Balance, December 31, 2022	10,000,000	$	1,000	876,090,000	$	87,609	$	3,229,489	$	(3,335,414	)	$	(17,316	)
Net loss	—		—	—		—		—		(19,570	)		(19,570	)
Balance, March 31, 2023	10,000,000	$	1,000	876,090,000	$	87,609	$	3,229,489	$	(3,354,984	)	$	(36,886	)

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

NIKA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		For the Three Months Ended
		March 31,
		2024			2023
Cash flows from operating activities:
Net Loss	$	(65,988	)	$	(19,570	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common control merger		(76,345	)		—
Changes in operating assets and liabilities:
Inventory		(17,007	)		—
Accounts payable and accruals		9,333			—
Net cash used in operating activities		(150,007	)		(19,570	)

Cash flows from investing activities:		—			—

Cash flows from financing activities:
Loans from related parties		154,877			23,165
Net cash provided by financing activities		154,877			23,165

Net change in cash		4,870			3,595

Cash, beginning of period		19,596			864

Cash, end of period	$	24,466		$	4,459

Supplemental disclosure of cash flow information:
Cash paid for taxes	$	—		$	—
Cash paid for interest	$	—		$	—

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

NIKA PHARMACEUTICALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024

NOTE 1 – ORGANIZATION AND OPERATIONS

Nika Pharmaceuticals, Inc. (the “Company” “Nika”), was incorporated in the State of Colorado on June 8, 2000.

On February 19, 2020, the Company created a subsidiary, Venture Growth Equities, Inc., a Colorado corporation, of which 100 shares of common stock was issued to the Company, making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.

On February 28, 2020, the Company created a subsidiary, Centennial Ventures, Inc., a Colorado corporation, of which 100 shares of common stock was issued to the Company., making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.

Mr. Ray was appointed as a Director, CEO, CFO, Secretary and Treasurer of the Company and Mrs. A. Terry Ray, the wife of Mr. Ray, was appointed as a Director of the Company.

On January 6, 2022, Venture Growth Equities, Inc, was spun out and signed over to Mr. Ray, thus no longer making it a subsidiary of the Company.

As a result of the purchase by Dimitar Slavchev Savov of a total of 11,489,000 (87%) shares of common stock of the Corporation from Mr. Ray and other shareholders, a change in control of the Company occurred as of April 1, 2022.

Effective as of March 31, 2022, the board of directors appointed Dimitar Slavchev Savov, and Clifford Redekop to serve as the Registrant’s Directors.

On March 31, 2022, Mr. Phil E. Ray resigned his position as a Director, President and Chief Executive Officer of the Company.

On March 31, 2022, Mrs. A. Terry. Ray resigned her position as a Director and Secretary of the Company.

On April 1, 2022, the board of directors accepted the resignations of Mr. Phil E. Ray and Mrs. A. Terry Ray and appointed Dimitar Slavchev Savov to serve as President, CEO, CFO and Clifford Redekop to serve as Secretary of the Corporation.

As of April 11, 2022, due to the acquisitions of Exclusive Rights Agreements (Note 5) and the updated business scope, the Company is no longer designated as a shell company.

On May 17, 2022, the Company files Amended and Restated Articles of Incorporation changing the name of the Company from Centennial Growth Equities, Inc to Nika Pharmaceuticals, Inc.

On October 11, 2022, the Company acquired a 40% stake in Nika Europe, Ltd. through which the company will have a firm foothold on the markets of Europe, Asia, and Africa. Nika Europe is preparing the construction of a pharmaceutical factory that is comprised of different manufacturing facilities for the production of drugs in injection, tablet and other forms.

As of January 25, 2024, the Company’s common stock is listed on OTC Markets PINK under the symbol, NKPH,

Common Control Mergers

On February 12, 2024, the Company 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), was merged with and into the Company, the separate corporate existence of the Targetshall cease, and the Company shall continue as the surviving consolidated entity. Nika BioTechnology, Inc., owned a 40% stake in Nika Europe, Ltd, which was transferred to the Company pursuant to the merger terms effective April 12, 2024. Given that on October 11, 2022, the Company acquired a 40% stake in Nika Europe, Ltd., as of April 12, 2024, the Company has an 80% controlling interest in Nike Europe. 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.

The transaction was accounted for as a common control merger. As a result, the assets and liabilities assumed will be recorded on the Company’s financial statements at their respective carry-over basis. Under ASC 805, “Business Combinations,” the Company will record the common control merger as of the earliest date presented in the financial statements. Although the accounting is not yet complete, the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. All amounts are considered provisional until a more thorough analysis of the acquisition can be completed.

On March 4, 2024, the Company amended its Articles of Incorporation, in which the authorized Preferred Stock was increased to 15,000,000 pursuant to the approved by the BOD and shareholders Plan and Merger Agreement

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had no cash equivalents.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Centennial Ventures, Inc. and our 80% owned subsidiary, Nika Europe. There has been no activity in Centennial Ventures, Inc. as of March 31, 2024.

Translation Adjustment

The accounts of the Company’s subsidiary Nika Europe, Ltd are maintained in Bulgarian Lev. In accordance with the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.

Inventories

Inventories are valued using the weighted average cost method. The Company’s current inventory is with Nika Europe and is comprised of trial batches of the dietary supplements Hypocholestin, Silymaron, Anthocylen C, Biodetoxin that were produced on March 29, 2024. The value of the inventory is the direct cost of production by a third-party manufacturer. If there is evidence that the inventory’s value is less than its stated cost, the inventory is reduced to market value. As of March 31, 2024, the Company has $17,007 of inventory.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques, used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below.

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Stock-Based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Net Income (Loss)Per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock including all potentially outstanding shares of common stock during the period, unless the effect is anti-dilutive. There are no potentially dilutive shares as of March 31, 2024 or 2023.

Recent Accounting Pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

As reflected in the unaudited consolidated financial statements, the Company has an accumulated deficit of $8,930,864 as of March 31, 2024 and has generated no income to date. These factors raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through offerings of debt securities, or through borrowings from financial institutions. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

When needed, Dimitar Slavchev Savov, CEO, advances the Company funds to pay for general operating expenses. As of March 31, 2024, the total amount due to Mr. Savov is $256,622. The advance in non-interest bearing and due on demand.

Exclusive Rights Agreements

On April 7, 2022, the Company signed with “VITAL FE” Joint Stock Company (“VITAL”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of Thymus Nuclear Glycoprotein (“TNG”). VITAL holds the technology to manufacture TNG and the intellectual property for Phase III Clinical Trial on TNG, started in 1997 and completed in 1998 in Infectious Diseases Hospital, Sofia on 20 patients suffering from AIDS in the advanced stages of the disease. The results of the clinical trial show that TNG has a significant place in the treatment of HIV. Under the terms of the agreement the Company issued 8,000,000 shares of Preferred stock to be issued in the name of Dimitar Slavchev Savov. Dimitar Savov is Managing Director and owner of 70% stake in VITAL. The shares were valued based on the equivalent number of votes for common shares. The 8,000,000,000 (8 billion) equivalent common shares were valued at $0.0003, the last sale price for common shares, (as there is currently no trading volume), for total non-cash expense of $2,400,000.

On April 7, 2022, the Company signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely Carotilen and Physiolong. Carotilen is a dietary supplement in the form of soft gelatin capsules that improves and regulates the metabolism of the epithelial cells and protects them from degenerative alterations. It favorably affects embryonic development; the regulation of the growth and division of the cells; stimulates the growth of the bone tissue; favorably affects the function of the gonads; increases and maintains high level of the immune system. Physiolong is a dietary food supplement in the form of hard gelatin capsules, which serves as general stimulant for those in a period of convalescence, as well as in situations of high mental and physical loads, and for the recovery in sports. Under the terms of the agreement the Company issued 2,000,000 shares of Preferred stock to be issued in the name of Dimitar Slavchev Savov. MICAR is wholly owned 100% by Dimitar Savov and he acts as its Managing Director. The shares were valued based on the equivalent number of votes for common shares. The 2,000,000,000 (2 billion) equivalent common shares were valued at $0.0003, the last sale price for common shares, (as there is currently no trading volume), for total non-cash expense of $600,000.

NOTE 5 – PREFERRED STOCK

On April 8, 2022, the Company filed a certificate of designation establishing the rights and preference of preferred stock with the Secretary of State of Colorado, which modified the rights of owners of Preferred Stock. Each outstanding share of the series of Preferred Stock shall be entitled to one thousand (1,000) votes on each matter submitted to a vote. Shares of Preferred Stock shall, with respect to dividend rights, rights on redemption and rights on liquidation, winding up and dissolution, rank pari passu with all classes of Common Stock.

On August 19, 2022, the Company filed an Article of Amendment to reflect a change of the par value of the Preferred Stock from $0.001 to $0.0001 per share.

NOTE 6 – COMMON CONTROL MERGERS

On February 12, 2024, the Company signed an Agreement and Plan of Merger (the “Merger”) with Nika BioTechnology, Inc. Pursuant to the Merger agreement Nika BioTechnology, Inc., (the Target company), was 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. Nika BioTechnology, Inc., owned a 40% stake in Nika Europe, Ltd, which was transferred to the Company pursuant to the merger, increasing the Company’s ownership to 80%. The accounts and amounts included in the Company’s consolidated financial statements are as follows.

Cash	$	322
Inventory	$	17,007
Accruals	$	(3,833)
Due to related parties	$	(109,877)
Additional paid in capital	$	(5,388,284)
Accumulated deficit	$	5,464,629
General and administrative expenses	$	20,036

NOTE 7 – OTHER EVENTS

On August 31, 2022, the company signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which Nika is appointed as an exclusive representative for the production and sale of the dietary supplements Hypocholestin, Dry Boza, Anthocylen C, Fructin, Biodetoxin, Sylimaron within the territories of Europe, Asia, Africa, South America, North America and Australia.

On August 1, 2022, the Company signed a Joint Business Agreement with Immunotech Laboratories BG, Ltd. through which the two companies are combining their efforts to realize the registration, production and distribution of medicinal products based on the Inactivated Pepsin Fraction (“IPF”) platform with U.S. Patents Nº 7,479,538, 7,625,565, 8,066,982, 8,067,531, 8,309,072. There have been no additional consideration or assets involved as part of the transaction. The duration of the agreement is for a period of 9 years and will renew automatically for another 9 years unless there are reasonable objections to the renewal by one of the parties. Dimitar Slavchev Savov owns 51% in Immunotech Laboratories BG, Ltd. and is the company’s general manager.

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to March 31, 2024, the Company issued 142,429,500 shares of common stock of the 204,205,027 shares to be issued, pursuant to the terms of the Merger with Nika BioTechnology, Inc (Note 1).

On April 12, 2024, Nika Pharmaceuticals, Inc., through its subsidiary Nika Europe Ltd., acquired four technologies, three of which are for generic drugs and one for a dietary supplement. The technologies were purchased from Alliance for Intellectual Property in the Field of Pharmacy, Chemistry, and Biology (“AIPFPCB”) for a total price of 45,000 BGN (equivalent to around 24,683 USD) that was paid by Dimitar Slavchev Savov who is an officer and director of Nika Pharmaceuticals, Inc. and the general manager of Nika Europe, Ltd. With the trade names pending, the three technologies for drugs in tablet form are scientifically named as MENTHYL VALERATE 0.06g, METAMIZOLE SODIUM 500mg, VINPOCETINE 10mg, with the dietary supplement named as TRIBULUS TERRESTRIS HERBA EXTRACTUM SICCUM 250mg.

On April 23, 2024, Nika Europe, Ltd. signed a Supply Agreement with Shanghai Marya Pharmaceutical Engineering & Project Co., Ltd. for the purchase, supply, and installation of a complete vial production line equipment adhering to Good Manufacturing Practice (GMP) standards, costing $957,670. Dimitar Savov has paid the initial down payment of $191,534 from his personal money. The equipment is scheduled to be produced, delivered, and installed in the Bulgarian production building by the end of Q4, 2024.

Effective April 29, 2024, Nika Pharmaceuticals, Ltd., a limited liability company registered in Bulgaria with UIC: 175420503, made a non-monetary in-kind contribution of a production building and land to the capital of Nika Europe, Ltd. The building and land were officially valued at 3,683,800 BGN (2,045,209) USD by three independent valuators appointed by the Bulgarian Registry Agency. As a result, the capital of Nika Europe, Ltd. was increased to 3,684,300 BGN. At the time of the transaction, Dimitar Savov owned 100% of Nika Pharmaceuticals, Ltd. and was the company’s general manager.

Effective May 6, 2024, the Company completed a voluntary symbol change from NKPH to NIKA, and will trade its common stock under NIKA from hereon.

Effective May 9, 2024, Nika Pharmaceuticals, Inc. acquired 100% of Nika Pharmaceuticals, Ltd. The ownership was acquired from Dimitar Slavchev Savov for the nominal value of the capital of the company, 5,000 BGN. Simply put, with the May 9, 2024 acquisition of Nika Pharmaceuticals, Ltd., Nika Pharmaceuticals, Inc. now practically owns 99.99% in Nika Europe, Ltd. and becomes the beneficial owner of a factory building and land valued at 2,045,209 USD, situated in a strategic location in Sofia Province, which were originally purchased and renovated by Dimitar Savov at his own personal expense.

On May 13, 2024, Nika Pharmaceuticals, Inc., through its subsidiary Nika Europe Ltd., acquired three technologies, one of which is for a generic drug in tablet form and two for dietary supplements. The technologies were purchased from Alliance for Intellectual Property in the Field of Pharmacy, Chemistry, and Biology (“AIPFPCB”) for a total price of 30,000 BGN (equivalent to around 15,951 USD). With the trade names of each pending, the technology for the drug in tablet form is used for the treatment of forms of dementia, whereas one dietary supplement supports the body’s need for calcium and phosphorus, with the other being an anti-acid aid in the form of chewing tablet.

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

Forward-Looking Statements

Unless the context indicates otherwise, as used in this Quarterly Report, the terms “Nika,” “we,” “us,” “our,” “our company” and “our business” refer to Nika Pharmaceuticals, Inc.., including its subsidiaries. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include but are not limited to:changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Business Overview

Nika Pharmaceuticals, Inc. was incorporated in the State of Colorado on June 6, 2000. Pursuant to the terms of a stock purchase agreement resulting in a change of control the Company is changing its business to focus on the following.

On April 7, 2022, signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely Carotilen and Physiolong. Carotilen is a dietary supplement in the form of soft gelatin capsules that improves and regulates the metabolism of the epithelial cells and protects them from degenerative alterations. It favorably affects embryonic development; the regulation of the growth and division of the cells; stimulates the growth of the bone tissue; favorably affects the function of the gonads; increases and maintains high level of the immune system. Physiolong is a dietary food supplement in the form of hard gelatin capsules, which serves as general stimulant for those in a period of convalescence, as well as in situations of high mental and physical loads, and for the recovery in sports.

On August 1, 2022, the Company signed a Joint Business Agreement with Immunotech Laboratories BG, Ltd. through which the two companies are combining their efforts to realize the registration, production and distribution of medicinal products based on the Inactivated Pepsin Fraction (“IPF”) platform with U.S. Patents Nº 7,479,538, 7,625,565, 8,066,982, 8,067,531, 8,309,072. The duration of the agreement is for a period of 9 years and will be renewed automatically for another 9 years unless there are reasonable objections to the renewal by one of the parties.

On August 31, 2022, the company signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which Nika is appointed as an exclusive representative for the production and sale of additional 6 dietary supplements –Hypocholestin, Biodetoxin, Dry Boza, Fructin, Anthocylen C, Silymaron - within the territories of Europe, Asia, Africa, South America, North America and Australia.

On February 12, 2024, the Company 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), was mergedwithand into the Company, the separate corporate existence of the Targetshall cease, and the Company shall continue as the surviving consolidated entity. Nika BioTechnology, Inc., owned a 40% stake in Nika Europe, Ltd. On October 11, 2022, the Company had acquired a 40% stake in Nika Europe, Ltd., so as of April 12, 2024, the Company has an 80% controlling interest in Nike Europe, through which the company will have a firm foothold on the markets of Europe, Asia, and Africa. Nika Europe is preparing the construction of a pharmaceutical factory that is comprised of different manufacturing facilities for the production of drugs in injection, tablet and other forms. The factory will have enough production capacity to secure the needs of Nika.

Effective May 6, 2024, the Company completed a voluntary symbol change from NKPH to NIKA, and will trade its common stock under NIKA from hereon.

Effective May 9, 2024, Nika Pharmaceuticals, Inc. acquired 100% of Nika Pharmaceuticals, Ltd.The ownership was acquired from Dimitar Slavchev Savov for the nominal value of the capital of the company, 5,000 BGN. Simply put, with the May 9, 2024 acquisition of Nika Pharmaceuticals, Ltd., Nika Pharmaceuticals, Inc. now practically owns 99.99% in Nika Europe, Ltd. and becomes the beneficial owner of a factory building and land valued at 2,045,209 USD, situated in a strategic location in Sofia Province, which were originally purchased and renovated by Dimitar Savov at his own personal expense.

Results of Operations for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

There has been no revenue to date.

General and Administrative

General and Administrative (“G&A”)expenses have primarily consisted of costs related to filing the Form 10-K and Form 10-Qs for the Company, including audit and accounting expense and filing fees. For the three months ended March 31, 2024, G&A expenses were $65,988 compared to $19,570 during the three months ended March 31, 2023, an increase of $46,418. In the current period we had an increase of legal fees of $15,000 and accounting and audit fees of $3,800. We also had increased edgar and transfer agent fees.

Net Loss

During the three months ended March 31, 2024, the Company incurred a net loss of $65,988, compared to a net loss of $19,570 during the three months ended March 31, 2023.

Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities was $150,007 for the three months ended March 31, 2024, compared to $19,570 for the three months ended March 31, 2023. The increase in net cash used is due to the additional activity for the Nika Bio and Nika Europe.

Investing Activities

We neither generated nor used cash in investing activities during the three months ended March 31, 2024 and 2023.

Financing Activities

During the three months ended March 31, 2024, we received $154,877 in loan proceeds from related parties. Compared to $23,165 in the prior period.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations and no revenue. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Critical Accounting Policies, Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended March 31, 2024.

The following aspects of the Company were noted as potential material weaknesses:

• lack of an audit committee

•lack of separation of duties

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.

Item 1A. Risk Factors.

In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under 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.

None

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit
No.	Description
31.1	Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS*	Inline XBRL Instance Document(1)
101.SCH*	Inline XBRL Taxonomy Extension Schema Document(1)
101.CAL*	Inline XBRL Taxonomy Extension Calculation Link base Document(1)
101.DEF*	Inline XBRL Taxonomy Extension Definition Link base Document(1)
101.LAB*	Inline XBRL Taxonomy Extension Label Link baseD ocument(1)
101.PRE*	Inline XBRL Taxonomy Extension Presentation Link base Document(1)

Signatures

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nika Pharmaceuticals, Inc.

Date: May 28, 2024	By:	/s/ Dimitar Slavchev Savov
		Dimitar Slavchev Savov, Chief Executive Officer,
		Director

EXHIBIT 31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Dimitar Slavchev Savov, certify that:

1.	I have reviewed this report on Form 10-Q.

2.	Based on my knowledge, this report 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 report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as

	a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 28, 2024	By:	/s/ Dimitar Slavchev Savov
		Dimitar Slavchev Savov
		Chief Executive Officer, Director

EXHIBIT 32.1

CERTIFICATION

Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Nika Pharmaceuticals, Inc. (the “Company”) for the quarterended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dimitar SlavchevSavov, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 28, 2024	By:	/s/ Dimitar Slavchev Savov
		Dimitar Slavchev Savov
		Chief Executive Officer, Director

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 24, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56234
Entity Registrant Name	'NIKA PHARMACEUTICALS, INC
Entity Central Index Key	0001145604
Entity Tax Identification Number	90-0292940
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	2269 Merrimack Valley Avenue
Entity Address, City or Town	Henderson
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89044
City Area Code	702
Local Phone Number	326-3615
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,018,519,500

Statement -CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 24,466	$ 19,596
Inventory	17,007
Total current assets	41,473	19,596
Total Assets	41,473	19,596
Current Liabilities:
Accounts payable and accruals	9,333
Due to related parties	256,622	101,745
Total Current Liabilities	265,955	101,745
Total Liabilities	265,955	101,745
Commitments and contingencies
Stockholders' Deficit:
Preferred Stock; par value $0.0001; 15,000,000 shares authorized; 10,000,000 shares issued and outstanding 15,000,000	1,000	1,000
Common Stock; par value $0.0001; 2,700,000,000 shares authorized; 876,090,000 shares issued and outstanding	87,609	87,609
Additional paid-in capital	8,617,773	3,229,489
Accumulated deficit	(8,930,864)	(3,400,247)
Total Stockholders' Deficit	(224,482)	(82,149)
Total Liabilities and Stockholders' Deficit	$ 41,473	$ 19,596

Statement -CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	15,000,000	10,000,000
Preferred Stock, Shares Outstanding	10,000,000	10,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	2,700,000,000	2,700,000,000
Common Stock, Shares, Issued	876,090,000	876,090,000
Common Stock, Shares, Outstanding	876,090,000	876,090,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Expenses:
General and administrative	$ 65,988	$ 19,570
Total operating expenses	65,988	19,570
Loss from operations	(65,988)	(19,570)
Loss before provision for income taxes	(65,988)	(19,570)
Provision for income taxes
Net Loss	$ (65,988)	$ (19,570)

CONSOLIDATED STATEMENTS OF OPERATIONS - $ / shares	3 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Loss Per Share, Basic	$ 0.00	$ 0.00
Loss Per Share,Diluted	$ 0.00	$ 0.00
Weighted Average Common Shares Outstanding, Basic	876,090,000	876,090,000
Weighted Average Common Shares Outstanding, Diluted	876,090,000	876,090,000

Statement -CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 1,000	$ 87,609	$ 3,229,489	$ (3,335,414)	$ (17,316)
Beginning Balance, Preferred Shares at Dec. 31, 2022	10,000,000
Common control acquisition
Net loss				(19,570)	(19,570)
Ending balance, value at Mar. 31, 2023	$ 1,000	$ 87,609	3,229,489	(3,354,984)	(36,886)
Ending Balance, Preferred Shares at Mar. 31, 2023	10,000,000
Ending Balance, Common Shares at Mar. 31, 2023		876,090,000
Beginning balance, value at Dec. 31, 2023	$ 1,000	$ 87,609	3,229,489	(3,400,247)	$ (82,149)
Beginning Balance, Preferred Shares at Dec. 31, 2023	10,000,000				10,000,000
Beginning Balance, Common Shares at Dec. 31, 2023		876,090,000			876,090,000
Common control acquisition			5,388,284	(5,464,629)	$ (76,345)
Net loss				(65,988)	(65,988)
Ending balance, value at Mar. 31, 2024	$ 1,000	$ 87,609	$ 8,617,773	$ (8,930,864)	$ (224,482)
Ending Balance, Preferred Shares at Mar. 31, 2024	10,000,000				10,000,000
Ending Balance, Common Shares at Mar. 31, 2024		876,090,000			876,090,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net Loss	$ (65,988)	$ (19,570)
Adjustments to reconcile net loss to net cash used in operating activities:
Common control merger	(76,345)
Changes in operating assets and liabilities:
Inventory	(17,007)
Accounts payable and accruals	9,333
Net cash used in operating activities	(150,007)	(19,570)
Cash flows from investing activities:
Cash flows from financing activities:
Loans from related parties	154,877	23,165
Net cash provided by financing activities	154,877	23,165
Net change in cash	4,870	3,595
Cash, beginning of period	19,596	864
Cash, end of period	24,466	4,459
Supplemental disclosure of cash flow information:
Cash paid for taxes
Cash paid for interest

ORGANIZATION AND OPERATIONS

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS