NIKA PHARMACEUTICALS, INC (NIKA) — 10-K

Filed 2026-03-25 · Period ending 2025-12-31 · 15,526 words · SEC EDGAR

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# NIKA PHARMACEUTICALS, INC (NIKA) — 10-K

**Filed:** 2026-03-25
**Period ending:** 2025-12-31
**Accession:** 0001826466-26-000026
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1145604/000182646626000026/)
**Origin leaf:** 08d0e31348ada7c6223ee208dc8c4df8edee3da5733821c64d987f82fd63532f
**Words:** 15,526



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**UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C.
20549**
**FORM 10-K**
(Mark One) 
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934**
**For the fiscal year Ended December 31, 2025**
**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 No.: 000-56234**
**NIKA PHARMACEUTICALS, INC.**(Exact
name of the small business issuer as specified in its charter) 
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colorado | 
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90-0292940 | 
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(State or Other Jurisdiction of | 
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(I.R.S. Employer | 
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Incorporation or Organization) | 
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Identification No.) | 
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2269 Merrimack Valley Avenue, Henderson, NV 89044
*(Address of principal executive offices)*
(702)-326-3615 
*(Registrants telephone number,
including area code)*
(Former name, former address and former fiscal year, if changed
since last report) 
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No 
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. 
Yes
No 
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. 
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Large accelerated filer | 
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Accelerated filer | 
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Non-accelerated filer | 
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Smaller reporting company | 
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Emerging growth company | 
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant has filed a
report on and attestation to its managements assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. 
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). 
Yes
No 
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates on the last business day of the
registrants most recently completed second fiscal quarter. N/A 
Since December 9, 2024, Companys common stock is listed on
OTCQB under the symbol NIKA. 
As of December 31, 2025, there were 1,047,549,224 shares of the
issuers common stock outstanding. 
As of March 9, 2026, the total outstanding common stock are
1,047,549,224
2
**TABLE OF CONTENTS**
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Page | |
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PART
I | 
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Item 1. | 
Business | 
4 | |
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Item 1A. | 
Risk
Factors | 
5 | |
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Item 1B. | 
Unresolved
Staff Comments | 
5 | |
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Item 1C. | 
Cybersecurity | 
5 | |
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Item 2. | 
Properties | 
5 | |
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Item 3. | 
Legal
Proceedings | 
5 | |
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Item 4. | 
Mine Safety
Disclosures | 
5 | |
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PART
II | 
6 | |
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Item 5. | 
Market for
Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities | 
6 | |
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Item 6. | 
[Reserved] | 
6 | |
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Item 7. | 
Managements Discussion and Analysis of Financial Condition
and Results of Operation | 
6 | |
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Item 7A. | 
Quantitative and Qualitative Disclosure About Market Risk | 
8 | |
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Item 8. | 
Financial
Statements and Supplementary Data | 
8 | |
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Item 9. | 
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure | 
19 | |
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Item 9A. | 
Controls
and Procedures | 
19 | |
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Item 9B. | 
Other
Information | 
20 | |
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Item 9C. | 
Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections. | 
20 | |
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PART
III | 
21 | |
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Item 10. | 
Directors, Executive Officers and Corporate Governance | 
21 | |
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Item 11. | 
Executive
Compensation | 
22 | |
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Item 12. | 
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters | 
24 | |
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Item 13. | 
Certain
Relationships and Related Transactions, and Director Independence | 
24 | |
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Item 14. | 
Principal
Accountant Fees and Services | 
25 | |
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PART
IV | 
26 | |
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Item 15. | 
Exhibits
and Financial Statement Schedules | 
26 | |
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Item 16 | 
Form 10-K
Summary | 
26 | 
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Signatures | 
27 | |
3 
**PART I** 
**ITEM 1. BUSINESS** 
**Forward-Looking Statements** 
Unless the context indicates
otherwise, as used in this Annual Report, the terms Nika, we, us, our,
our company and our business refer, to Nika Pharmaceuticals, Inc..,
including its subsidiaries. Certain statements, other than purely historical
information, including estimates, projections, statements relating to our
business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are forward-looking statements. These
forward-looking statements generally are identified by the words believes,
project, expects, anticipates, estimates, intends, strategy, plan,
may, will, would, will be, will continue, will likely result, and
similar expressions. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a material
adverse effect on our operations and future prospects include, but are not
limited to: changes in economic conditions, legislative/regulatory changes,
availability of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be considered
in evaluating forward-looking statements and undue reliance should not be placed
on such statements. 
**Business Overview**
Nika Pharmaceuticals, Inc. was
incorporated in the State of Colorado on June 6, 2000. Pursuant to the terms of
a stock purchase agreement resulting in a change of control the Company is
changing its business to focus on the following. 
On April 7, 2022, the Company
signed with VITAL FE Joint Stock Company (VITAL) an Exclusive Rights
Agreement for a term of 15 years for the production and distribution of Thymus
Nuclear Glycoprotein (TNG). VITAL holds the technology to manufacture TNG and
the intellectual property for Phase III Clinical Trial on TNG, started in 1997
and completed in 1998 in Infectious Diseases Hospital, Sofia on 20 patients
suffering from AIDS in the advanced stages of the disease. The results of the
clinical trial show that TNG has a significant place in the treatment of
HIV.
On April 7, 2022, signed with
MICAR 11 LTD. (MICAR) an Exclusive Rights Agreement for a term of 15 years
for the production and distribution of two dietary supplements, namely *Carotilen* and *Physiolong*. *Carotilen* is a dietary supplement
in the form of soft gelatin capsules that improves and regulates the metabolism
of the epithelial cells and protects them from degenerative alterations. It
favorably affects embryonic development; the regulation of the growth and
division of the cells; stimulates the growth of the bone tissue; favorably
affects the function of the gonads; increases and maintains high level of the
immune system. *Physiolong* is a dietary food supplement in the form of
hard gelatin capsules, which serves as general stimulant for those in a period
of convalescence, as well as in situations of high mental and physical loads,
and for the recovery in sports.
On August 1, 2022, the Company
signed a Joint Business Agreement with Immunotech Laboratories BG, Ltd. through
which the two companies are combining their efforts to realize the registration,
production and distribution of medicinal products based on the Inactivated
Pepsin Fraction (IPF) platform with U.S. Patents N 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 1, 2022, the Company
signed a Cooperation Agreement with Nika BioTechnology, Inc. (OTCMKTS: NIKA) a
Nevada Corporation. Pursuant to the agreement, 0ll development of the
prescription drug TNG, the dietary supplements Physiolong and Carotilen, as well
as any future acquired other patents for prescription drugs and dietary
supplements, shall be jointly developed by the parties. The costs of production
and distribution will be financed by both parties in equal parts. The net profit
after deduction of all expenses and taxes will be distributed between the
parties in equal parts. The agreement is for a period of 15 years. 
On August 31, 2022, the company
signed an Exclusive Rights Agreement with Dimitar Slavchev Savov through which
Nika is appointed as an exclusive representative for the production and sale of
additional 6 dietary supplements Hypocholestin, Biodetoxin, Dry Boza, Fructin,
Anthocylen C, Silymaron - within the territories of Europe, Asia, Africa, South
America, North America and Australia.
On October 11, 2022, the Company
acquired a 40% stake in Nika Europe, Ltd. through which the company will have a
firm foothold on the markets of Europe, Asia, and Africa. Nika Europe is
preparing the construction of a pharmaceutical factory that is comprised of
different manufacturing facilities for the production of drugs in injection,
tablet and other forms. The factory will have enough production capacity to
secure the needs of Nika. 
On January 25, 2024, the
Companys common stock was listed on OTC Markets PINK under the symbol, NKPH,
which was later voluntarily changed to NIKA effective May 6, 2024. 
4 
**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 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 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
Companys 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. 
On December 9, 2024, the
Companys common stock was uplisted to OTCQB where it is currently trading. 
**Implications of Being an Emerging Growth Company**
We qualify as an emerging growth
company as defined under the Securities Act. As a result, we are permitted to,
and intend to, rely on exemptions from certain disclosure requirements that are
otherwise applicable to public companies. These provisions include, but are not
limited to: 
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not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended
(or the Sarbanes-Oxley Act); | |
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reduced disclosure obligations regarding executive
compensation in our periodic reports, proxy statements and registration
statements; and | |
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exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. | |
In addition, an emerging growth
company can take advantage of an extended transition period for complying with
new or revised accounting standards. This provision allows an emerging growth
company to delay the adoption of some accounting standards until those standards
would otherwise apply to private companies. We have elected to avail ourselves
of this extended transition period. We will remain an emerging growth company
until the earliest to occur of: (i) our reporting $1.07 billion or more in
annual gross revenues; (ii) the end of fiscal year 2025; (iii) our issuance, in
a three year period, of more than $1 billion in non-convertible debt; and (iv)
the end of the fiscal year in which the market value of our common stock held by
non-affiliates exceeded $700 million on the last business day of our second
fiscal quarter. 
**ITEM 1A, RISK FACTORS**
We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as
such, are not required to provide the information under this Item. 
**ITEM 1B. UNRESOLVED STAFF COMMENTS**
None 
**ITEM 1C. CYBERSECURITY AND INSIDER TRADING POLICIES AND
PROCEDURES******
The Company does not have any processes for identifying and
managing material risks from cybersecurity threats. The Company considers that
at the current stages of its development and information systems there are no
risks of cybersecurity incidents that have materially affected and are
reasonably likely to materially affect the company, including its business
strategy, results of operations, or financial condition.
Because the Company is not reasonably likely to be materially
affected by cybersecurity threats at the current stages of its development,
there are no particular directors oversight of risks from cybersecurity threats
and management does not have an active role in assessing and managing the
Companys material risks from cybersecurity threats. 
Pursuant to Item 408(a) of Regulation S-K, the Company is
required to disclose whether it has adopted insider trading policies and
procedures governing the purchase, sale, and other dispositions of the Company's
securities by its directors, officers, and employees.
Insider Trading Policy
As of December 31, 2025, the Company has not adopted formal written insider trading policies and procedures
governing the purchase, sale, and other dispositions of its securities.
The Company currently operates with two executive officers, Mr.
Dimitar Slavchev Savov, who serves as both Chief Executive Officer and Chief
Financial Officer, and Mr. Clifford P. Redekop who serves as Corporate
Secretary. Given this organizational structure and the Company's early stage of
development, the Company has relied on the general requirement that all
directors, officers, and employees comply with applicable federal securities
laws, including Section 10(b) of the Securities Exchange Act of 1934, as
amended, and Rule 10b-5 promulgated thereunder, which prohibit trading on the
basis of material non-public information. 
The Company recognizes that as it continues to grow and expand
its operations and personnel, the adoption of formal written insider trading
policies and procedures will become appropriate and necessary to provide clear
guidance regarding trading restrictions, blackout periods, pre-clearance
requirements, and disclosure obligations. 
Rule 10b5-1 Trading Arrangements 
During the fiscal year ended December 31, 2025, no director or
officer of the Company: 
Adopted any Rule 10b5-1 trading arrangement or non-Rule 10b5-1
trading arrangement (as such terms are defined in Item 408(a) of Regulation
S-K); or 
Terminated any Rule 10b5-1 trading arrangement or non-Rule
10b5-1 trading arrangement. 
As of December 31, 2025, no director or officer of the Company
has any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement
in effect.
**ITEM 2. PROPERTIES**
We do not currently own any
property. 
**ITEM 3. LEGAL PROCEEDINGS**
There are no material claims,
actions, suits, proceedings, or investigations that are currently pending or, to
the Companys knowledge, threatened by or against the Company or respecting its
operations or assets, or by or against any of the Companys officers, directors,
or affiliates. 
**ITEM 4. MINE SAFETY DISCLOSURES**
Not applicable. 
5
**Part II** 
**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND********ISSUER********PURCHASES OF EQUITY
SECURITIES**
**Market Information**
Our common stock is quoted under
the symbol NIKA on the The Venture Market (f/k/a OTCQB) published by OTC Markets
Group, Inc. (OTCQB). 
**Common Stock**
There are 2,700,000,000 shares of
Common Stock, $0.0001 par value, authorized, with 1,047,549,224 shares issued
and outstanding. The holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of shareholders. The holders of
Common Stock have no preemptive, subscription, redemption or conversion rights. 
**Preferred Stock**
We have 15,000,000 shares of Preferred Stock, $0.0001 par
value, authorized of which 15,000,000 are issued and outstanding. 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.
**Security Holders**
As of February 2, 2026, there
were approximately 92 holders of record of our common stock, although we believe
that there are other persons who are beneficial owners of our common stock held
in street name. The transfer agent and registrar for our common stock is
Securities Transfer Corporation, 2901 N Dallas Parkway, Suite 380, Plano, Texas
75093. Their telephone number is 469-633-0101. 
**Dividend Policy**
We have never paid any cash
dividends and intend, for the foreseeable future, to retain any future earnings
for the development of our business. Our Board of Directors will determine our
future dividend policy on the basis of various factors, including our results of
operations, financial condition, capital requirements and investment
opportunities.
**Recent Issuance of Unregistered Securities**
During the year ended December 31, 2025, pursuant to the terms
of the Merger with Nika BioTechnology, Inc (Note 1), the Company issued
17,961,501 shares of common stock of the 204,205,027 shares to be issued. 
On October 31, 2025, pursuant to a Services Agreement with AJO
Capital Inc., the Company issued 200,000 shares of common stock as consideration
for services outlined in the agreement. 
**Securities Authorized for Issuance Under Equity Compensation
Plans**
None. 
**Item 6. [Reserved]**
**Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operation**
*The following discussion and
analysis of our consolidated financial condition and results of operations for
years ended December 31, 2025 and 2024 should be read in conjunction with the
consolidated financial statements and notes related thereto included elsewhere
in this report.*
6
**Results of Operations for the Year Ended December 31,
2025 compared to the Year Ended December 31, 2024**
*General and Administrative***
General and Administrative (G&A) expenses have primarily
consisted of costs related to transfer agent fees, website maintenance expenses,
and fees. For the years ended December 31, 2025 and 2024 we had G&A expense
of $53,026 and $35,174. An increase of $17,852 or 50.75% . 
*Professional fees***
Professional fees expenses have primarily consisted of costs
related to filing the Form 10-K and Form 10-Qs for the Company, including audit,
legal and accounting expense and filing fees. For the years ended December 31,
2025 we had expense of $23,372 and $60,618 for 2024. A decrease of $37,246 or
61.44% . 
*Net Loss***
During the year ended December 31, 2025, the Company incurred a
net loss of $76,398, compared to a net loss of $95,792 during the year ended
December 31, 2024.
**Liquidity and Capital Resources**
**Operating Activities**
Net cash used in operating activities was $79,654 during the
year ended December 31, 2025, compared with $154,932 used in operating
activities during the year ended December 31, 2024.
**Investing Activities**
We neither generated nor used cash in investing activities
during the years ended December 31, 2025 and 2024. 
**Financing Activities**
During the year ended December 31, 2025, we received $79,460 in
loan proceeds from a related party. During the year ended December 31, 2024, we
received $137,419 in loan proceeds from related parties.
**Off-Balance Sheet Arrangements**
We have not entered into any off-balance sheet arrangements. 
**Going Concern**
We have not yet generated
sustained profits from our operations. Our independent accountants have
expressed a "going concern" opinion. As of December 31, 2025, we had an
accumulated deficit of $9,004,009 and a net loss of $76,398 for the year ended
December 31, 2025. 
Management believes the Company
will continue to incur losses and negative cash flows from operating activities
for the foreseeable future and will need additional equity or debt financing to
sustain its operations until it can achieve profitability and positive cash
flows, if ever. Management plans to seek additional debt and/or equity financing
for the Company but cannot assure that such financing will be available on
acceptable terms. 
Our current management has agreed
to advance funds to the Company on an as needed basis. Should existing
management, stockholders or our affiliates refuse to advance needed funds,
however, we would be forced to turn to outside parties to either lend funds to
us or buy our securities. There is no assurance that we will be able to raise
the necessary funds, when needed, from outside sources.
7 
The Companys continuation as a
going concern is dependent upon its ability to ultimately attain profitable
operations, generate sufficient cash flow to meet its obligations, and obtain
additional financing as may be required. Our auditors have included a going
concern qualification in their Report of Independent Certified Public
Accountants accompanying our audited consolidated financial statements appearing
elsewhere herein which cites substantial doubt about our ability to continue as
a going concern. Such a going concern qualification may make it more difficult
for us to raise funds when needed. The outcome of this uncertainty cannot be
assured.
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK**
We are a smaller reporting company as defined by Rule 12b-2 of
the Securities Exchange Act of 1934 and are not required to provide the
information under this item. 
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA** 
**NIKA PHARMACEUTICALS, INC.** 
**TABLE OF CONTENTS**
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Report of Independent Registered Public Accounting Firm (Boladale Lawal & Co) PCAOB ID (6993) | 
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Consolidated Balance Sheets as of December 31,
2025 and 2024 | 
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Consolidated Statements of Operations for the years ended December
31, 2025 and 2024 | 
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Consolidated Statement of Stockholders Deficit for the years
ended December 31, 2025 and 2024 | 
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Consolidated Statements of Cash Flows for the
years ended December 31, 2025 and 2024 | 
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Notes to Consolidated Financial Statements | 
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8
**Report of Independent Registered Public Accounting Firm**
To the Board of Directors and Stockholders of 
**NIKA PHARMACEUTICALS,
INC.**
Opinion on the Financial Statements 
We have audited the accompanying consolidated balance sheets of
Nika Pharmaceuticals, Inc (the Company) as of December 31, 2025 and 2024, and
the related consolidated statements of operations and changes in stockholders
(deficit) and cash flows for each of the two years in the period ended December
31, 2025 and 2024, and the related notes (collectively referred to as the
financial statements). 
In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2025 and 2024, and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 2025
and 2024, in conformity with accounting principles generally accepted in the
United States of America. 
Going Concern 
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 3, the Company suffered an accumulated deficit of
$(9,004,009), net loss of $(76,398) and a negative working capital of
$(297,628). The Company is dependent on obtaining additional working capital
funding from the sale of equity and/or debt securities to execute its plans and
continue operations. These conditions raise substantial doubt about the
Companys ability to continue as a going concern. These financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. 
Basis for Opinion 
These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on the
Companys financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB. 
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion. 
Our audits included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion. 
Critical Audit
Matters 
Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. Communication of
critical audit matters does not alter in any way our opinion on the financial
statements taken as a whole and we are not, by communicating the critical audit
matters, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which they relate. 
**Going Concern Uncertainty**
As described in Note 3 to the consolidated financial
statements, the Company did not generate any income, has significant operating
losses, accumulated deficit and a working capital deficiency. The ability of the
Company to continue as a going concern is dependent on obtaining additional
working capital funding from the sale of equity and/or debt securities to
execute its plans and continue operations. These conditions raise substantial
doubt about the Companys ability to continue as a going concern. 
**The procedures performed to address the matter included.**
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We inquired of executive officers, and key members of
management, of the Company regarding factors that would have an impact on
the Companys ability to continue as a going concern, | |
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We evaluated managements plan for addressing the adverse
effects of the conditions identified, including assessing the
reasonableness of forecasted information and underlying assumptions by
comparing to actual results of prior periods and actual results achieved
to date, and utilizing our knowledge of the entity, its business and
management in considering liquidity needs and the Companys ability to
generate sufficient cash flow, | |
| 
| 
| 
We assessed the possibility of raising
additional debt or credit from the related party. | |
| 
| 
| 
We evaluated the completeness and accuracy of
disclosures in the consolidated financial statements. | |
/S/ Boladale Lawal 
**BOLADALE LAWAL & CO.**
**(Chartered Accountants)** 
**(PCAOB ID 6993)** 
Lagos,
Nigeria 
We have served as the Companys auditor since 2025.
March 24, 2026 
9
| 
NIKA PHARMACEUTICALS, INC. | |
| 
CONSOLIDATED
BALANCE SHEETS | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
December 31, 2025 | 
| 
| 
December 31, 2024 | 
| |
| 
ASSETS | 
| 
| 
| 
| 
| 
| |
| 
Current Assets: | 
| 
| 
| 
| 
| 
| |
| 
Cash | 
$ | 
1,889 | 
| 
$ | 
2,083 | 
| |
| 
Prepaid expenses | 
| 
19,107 | 
| 
| 
15,851 | 
| |
| 
Total current assets | 
| 
20,996 | 
| 
| 
17,934 | 
| |
| 
Total Assets | 
$ | 
20,996 | 
| 
$ | 
17,934 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
LIABILITIES AND STOCKHOLDERS
DEFICIT | 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Current Liabilities: | 
| 
| 
| 
| 
| 
| |
| 
Due to
related party | 
$ | 
318,624 | 
| 
$ | 
239,164 | 
| |
| 
Total Current Liabilities | 
| 
318,624 | 
| 
| 
239,164 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Total Liabilities | 
| 
318,624 | 
| 
| 
239,164 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Commitments and contingencies | 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Stockholders' Deficit: | 
| 
| 
| 
| 
| 
| |
| 
Preferred
Stock; par value $0.0001;
15,000,000shares
authorized; 15,000,000
sharesissued
and outstanding | 
| 
1,500 | 
| 
| 
1,500 | 
| |
| 
Common
Stock; par value $0.0001;
2,700,000,000shares
authorized; 1,047,549,224
sharesissued
and outstanding | 
| 
104,756 | 
| 
| 
102,168 | 
| |
| 
Additional paid-in capital | 
| 
8,600,125 | 
| 
| 
8,602,714 | 
| |
| 
Accumulated deficit | 
| 
(9,004,009 | 
) | 
| 
(8,927,612 | 
) | |
| 
Total Stockholders' Deficit | 
| 
(297,628 | 
) | 
| 
(221,230 | 
) | |
| 
Total Liabilities and Stockholders' Deficit | 
$ | 
20,996 | 
| 
$ | 
17,934 | 
| |
*The accompanying notes are an integral part of these
consolidated financial statements.*
10 
| 
NIKA PHARMACEUTICALS, INC. | |
| 
CONSOLIDATED
STATEMENTS OF OPERATIONS | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
For the Years Ended | 
| |
| 
| 
| 
December 31, | 
| |
| 
| 
| 
2025 | 
| 
| 
2024 | 
| |
| 
Operating Expenses: | 
| 
| 
| 
| 
| 
| |
| 
General and administrative | 
$ | 
53,026 | 
| 
$ | 
35,174 | 
| |
| 
Professional
fees | 
| 
23,372 | 
| 
| 
60,618 | 
| |
| 
Total operating expenses | 
| 
76,398 | 
| 
| 
95,792 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Loss from operations | 
| 
(76,398 | 
) | 
| 
(95,792 | 
) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Loss before provision for
income taxes | 
| 
(76,398 | 
) | 
| 
(95,792 | 
) | |
| 
Provision for income taxes | 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Net Loss | 
$ | 
(76,398 | 
) | 
$ | 
(95,792 | 
) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Loss per share, basic and
diluted | 
$ | 
(0.00 | 
) | 
$ | 
(0.00 | 
) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Weighted average common
shares outstanding, basic and diluted | 
1,047,549,224 | 
1,021,674,500 | 
|
The accompanying notes are an integral part of these
consolidated financstatementsial . 
11
| 
NIKA PHARMACEUTICALS, INC. | |
| 
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT | |
| 
FOR THE YEARS
ENDED DECEMBER 31, 2025 AND 2024 | |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
Total | 
| |
| 
| 
| 
Preferred Stock | 
| 
| 
Common Stock | 
| 
| 
Additional 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 merger | 
| 
5,000,000 | 
| 
| 
500 | 
| 
| 
145,584,500 | 
| 
| 
14,558 | 
| 
| 
5,373,225 | 
| 
| 
(5,431,573 | 
) | 
| 
(43,289 | 
) | |
| 
Net loss | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
(95,792 | 
) | 
| 
(95,792 | 
) | |
| 
Balance, December 31, 2024 | 
| 
15,000,000 | 
| 
$ | 
1,500 | 
| 
| 
1,021,674,500 | 
| 
$ | 
102,168 | 
| 
$ | 
8,602,714 | 
| 
$ | 
(8,927,612 | 
) | 
$ | 
(221,230 | 
) | |
| 
Common control merger | 
| 
| 
| 
| 
| 
| 
| 
25,874,724 | 
| 
| 
2,588 | 
| 
| 
(2588) | 
| 
| 
| 
| 
| 
| 
| |
| 
Net loss | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
(76,398 | 
) | 
| 
(76,398 | 
) | |
| 
Balance, December 31, 2025 | 
| 
15,000,000 | 
| 
$ | 
1,500 | 
| 
| 
1,047,549,224 | 
| 
$ | 
104,756 | 
| 
$ | 
8,600,125 | 
| 
$ | 
(9,004,009 | 
) | 
$ | 
(297,628 | 
) | |
*The accompanying notes are an integral part of these
consolidated financial statements.*
12
| 
NIKA PHARMACEUTICALS, INC. | |
| 
CONSOLIDATED
STATEMENTS OF CASH FLOWS | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
For the Years
Ended | 
| |
| 
| 
| 
December 31, | 
| |
| 
| 
| 
2025 | 
| 
| 
2024 | 
| |
| 
Cash flows from operating
activities: | 
| 
| 
| 
| 
| 
| |
| 
Net Loss | 
$ | 
(76,398 | 
) | 
$ | 
(95,792 | 
) | |
| 
Adjustments to reconcile net loss to net cash used in operating
activities: | 
| 
| 
| 
| 
| 
| |
| 
Net change in prepaid expenses | 
| 
(3,256 | 
) | 
| 
(15,851 | 
) | |
| 
Common control merger | 
| 
| 
| 
| 
(43,289 | 
) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Net cash used in operating
activities | 
| 
(79,654 | 
) | 
| 
(154,932 | 
) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash flows from investing
activities: | 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash flows from financing
activities: | 
| 
| 
| 
| 
| 
| |
| 
Loans from
related party | 
| 
79,460 | 
| 
| 
137,419 | 
| |
| 
Net cash provided by
financing activities | 
| 
79,460 | 
| 
| 
137,419 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Net change in cash | 
| 
(194 | 
) | 
| 
(17,513 | 
) | |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash, beginning of year | 
| 
2,083 | 
| 
| 
19,596 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Cash, end of year | 
$ | 
1,889 | 
| 
$ | 
2,083 | 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Supplemental disclosure of
cash flow information: | 
| 
| 
| 
| 
| 
| |
| 
Cash paid for taxes | 
$ | 
| 
| 
$ | 
| 
| |
| 
Cash paid
for interest | 
$ | 
| 
| 
$ | 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| |
| 
Supplemental disclosure of
non-cash investing and financing activity: | 
| 
| 
| 
| 
| 
| |
| 
Forgiveness of related
party debt | 
$ | 
| 
| 
$ | 
| 
| |
*The accompanying notes are an integral part of these
consolidated financial statements.* 
13
**NIKA PHARMACEUTICALS, INC.**
**NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS**
**DECEMBER 31, 2025******
**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 Registrants
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. 
On January 25, 2024, the Companys common
stock was listed on OTC Markets PINK under the symbol, NKPH, which was later
voluntarily changed to NIKA effective May 6, 2024. 
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 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
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 Companys 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. 
On December 9, 2024, the Companys common stock was uplisted to
OTCQB where it is currently trading. 
**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
*Basis of Presentation***
The Companys audited consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP).
*Use of Estimates***
The preparation of financial statements in conformity with
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. 
14
*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 December 31, 2025 and 2024,
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. There has
been no activity in either subsidiary as of December 31, 2025. 
*Fair Value of Financial Instruments*
The Company follows paragraph 825-10-50-10 of the FASB
Accounting Standards Codification for disclosures about fair value of its
financial instruments and paragraph 820-10-35-37 of the FASB Accounting
Standards Codification (Paragraph 820-10-35-37) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 establishes a framework for
measuring fair value in accordance with U.S. GAAP and expands disclosures about
fair value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques, used to
measure fair value into three (3) broad levels. The fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs.
The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37
are described below.
| 
Level 1: | 
Quoted market prices available in active
markets for identical assets or liabilities as of the reporting date. | |
| 
Level 2: | 
Pricing inputs other than quoted prices in active markets
included in Level 1, which are either directly or indirectly observable as
of the reporting date. | |
| 
Level 3: | 
Pricing inputs that are generally unobservable
inputs and not corroborated by market data. | |
*Income Taxes*
The Company follows Section 740-10-30 of the FASB Accounting
Standards Codification, which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the fiscal year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the fiscal years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
the Statements of Income in the period that includes the enactment date. 
The Company follows section 740-10-25 of the FASB Accounting
Standards Codification (Section 740-10-25) with regards to uncertainty income
taxes. Section 740-10-25 addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under Section 740-10-25, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in
the financial statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent (50%) likelihood of being
realized upon ultimate settlement. Section 740-10-25 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures. The Company
had no material adjustments to its liabilities for unrecognized income tax
benefits according to the provisions of Section 740-10-25. 
*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. 
15
*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 December
31, 2025 or 2024. 
*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. 
*Prepaid Expenses***
The Company records payments made in advance for goods and
services as prepaid expenses in accordance with the Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) 340, "Other
Assets and Deferred Costs." Prepaid expenses primarily consist of payments for
website services and fees, which provide future economic benefits. 
Prepaid expenses are initially recorded at cost and amortized
over the applicable benefit period on a straight-line basis. The amortization of
prepaid expenses is recognized as an expense in the statement of operations over
the period in which the related benefits are realized. 
The Company evaluates prepaid expenses for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be
recoverable. If an impairment is identified, the carrying value of the prepaid
expense is adjusted accordingly. 
Significant judgments and estimates may be involved in
determining the amortization period, particularly when contracts do not
explicitly define the service period. The Company reassesses its prepaid
balances periodically to ensure proper matching of expenses with the periods
benefited.
**NOTE 3 - GOING CONCERN**
As reflected in the consolidated**financial statements,
the Company has an accumulated deficit of $9,004,009 as of December 31, 2025
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**
During the year ended December 31, 2025, Nika Europe LTD,
advanced the Company $79,460, to pay for general operating expenses. Nika Europe
LTD is incorporated in Bulgaria with UIC: 206925008, the ownership of the
company is divided by CEO Dimitar Slavchev Savov, Nika Pharmaceuticals, Inc. and
Nika Pharmaceuticals Ltd. Dimitar Savov and Nika Pharmaceuticals, Inc. are
holding below 1% of the shares of the company. Dimitar Savov is the general
manager of Nika Europe. As of December 31, 2025, the total amount due to Nika
Europe LTD is $79,460. The advance in non-interest bearing and due on
demand.
During the year ended December 31, 2024, Dimitar Slavchev
Savov, CEO, advanced the Company $103,419 to pay for general operating expenses.
As of December 31, 2025, the total amount due to Mr. Savov is $205,164. The
advance in non-interest bearing and due on demand.
During the year ended December 31, 2024, Nika Pharmaceuticals
LTD, advanced the Company $34,000, to pay for general operating expenses. Nika
Pharmaceuticals LTD is incorporated in Bulgaria with UIC: 175420503 and is
wholly-owned and managed by CEO Dimitar Slavchev Savov. As of December 31, 2025,
the total amount due to Nika Pharmaceuticals LTD is $34,000. The advance in
non-interest bearing and due on demand.
16
**NOTE 5 - COMMON STOCK**
During the year ended December 31, 2025, pursuant to the terms
of the Merger with Nika BioTechnology, Inc (Note 1), the Company issued
145,584,500 shares of common stock of the 204,205,027 shares to be issued.
During the year ended December 31, 2025, upon reconciliation of
the DTC FAST balance transferred from Nika BioTechnology, Inc. pursuant to the
Agreement and Plan of Merger dated February 12, 2024, the Transfer Agent of the
Company identified and recorded 7,713,223 shares of common stock that had been
reflected in the DTC system effective March 21, 2024, but had not been recorded
in the Company's shareholder records. These shares were recorded in the
Company's transaction journal and shareholder list during the year ended
December 31, 2025 to reflect the appropriate balance as of the appropriate date. 
During the year ended December 31, 2025, pursuant to the terms
of the Merger with Nika BioTechnology, Inc (Note 1), the Company issued
17,961,501 shares of common stock of the 204,205,027 shares to be issued. As of
December 31, 2025, the total shares of common stock issued pursuant to the terms
of the Merger with Nika BioTechnology, Inc. (Note 1) is 171,259,224 shares of
common stock out of 204,205,027 to be issued. 
On October 31, 2025, pursuant to a Services Agreement with AJO
Capital Inc., the Company issued 200,000 shares of common stock as consideration
for services outlined in the agreement. 
**NOTE 6 PREFERRED STOCK**
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. 
As of December 31, 2024, pursuant to the terms of the Merger
with Nika BioTechnology, Inc (Note 1), the Company issued 5,000,000 shares of
preferred stock. Currently, there are 15,000,000 Preferred Stock issued and
outstanding. 
**NOTE 7 COMMON CONTROL MERGER**
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 Companys
ownership to 80%. The accounts and amounts included in the Companys
consolidated financial statements upon acquisition 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 8 OTHER EVENTS**
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 75,000 BGN (equivalent to
around 42,491 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 companys general manager. 
On April 29, 2024 pursuant to decision of the shareholders for
in-kind contribution of factory building and land the capital of Nika Europe,
Ltd. increased to 3,684,300 BGN (2,016,562) USD. Effective May 9, 2024 the
Company acquired 100% of the share capital of Nika Pharmaceuticals, Ltd. as
effect of this event the Company has a 99.99% controlling interest in Nika
Europe, Ltd. and becomes the beneficial owner of a factory building and land
valued at 3,683,800 BGN ($2,016,562) USD, situated in a strategic location in
Sofia Province, which were originally purchased and renovated by Dimitar Savov
at his own personal expense. 
The accounts and amounts included in the Companys consolidated
financial statements upon acquisition are as follows.
| 
Cash | 
$ | 
2,732 | 
| |
| 
Accounts receivable | 
$ | 
196,394 | 
| |
| 
Other receivables | 
$ | 
4,080 | 
| |
| 
Accounts payable | 
$ | 
(4,638 | 
) | |
| 
Due to related parties | 
$ | 
(427,133 | 
) | |
| 
Additional paid in capital | 
$ | 
(2,791 | 
) | |
| 
Accumulated deficit | 
$ | 
(49,212 | 
) | |
| 
General and administrative expenses | 
$ | 
(39,210 | 
) | |
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. 
17
On August 18, 2024, based on recommendation of Clifford
Redekop, officer and director, the board of directors found it in the Nika
Pharmaceuticals Inc.s best interest to cancel the acquisition of Nika
Pharmaceuticals, Ltd., UIC: 175420503 that was made effective on May 9, 2024 and
disclosed via Form 8-K on May 10, 2024. The procedure to return the 100% to
Dimitar Slavchev Savov, who is an officer and director of Nika Pharmaceuticals,
Inc. and general manager of Nika Pharmaceuticals, Ltd., was initiated on August
19, 2024 and was made effective on August 23, 2024, resulting in Nika
Pharmaceuticals, Ltd. no longer being a wholly owned subsidiary of Nika
Pharmaceuticals, Inc. As a result, Nika Pharmaceuticals, Inc. no longer
practically owns 99.99% in Nika Europe, Ltd. and is no longer the beneficial
owner of the factory building and land disclosed in the aforementioned Form 8-K
dated May 10, 2024. 
On September 11, 2024, Nika Pharmaceuticals, Inc. signed a
production agreement with Nika Europe, Ltd., under which Nika Europe will
produce ITV-1 for an estimated framework price of $580 per set once the
pharmaceuticals factory is completed. In this way, Nika Europe, Ltd. will
organize and bear the costs of production for ITV-1, whilst Nika
Pharmaceuticals, Inc. will receive the same expected profit of around $1,120 per
set that it has previously estimated. 
On December 9, 2024, Nika Pharmaceuticals, Inc.s common stock
was uplisted to OTCQB where it is currently trading. 
**NOTE 9 INCOME TAX**
Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment. The Company is using the U.S. federal income tax rate of 21%.
The provision for Federal income tax consists of the following
December 31:
| 
| 
| 
2025 | 
| 
| 
2024 | 
| |
| 
Federal income tax benefit attributable to: | 
| 
| 
| 
| 
| 
| |
| 
Current Operations | 
$ | 
(16,044 | 
) | 
$ | 
(23,445 | 
) | |
| 
Less: change in valuation allowance | 
| 
16,044 | 
| 
| 
23,445 | 
| |
| 
Net provision for Federal
income taxes | 
$ | 
| 
| 
$ | 
| 
| |
The cumulative tax effect at the expected rate of 21% of
significant items comprising our net deferred tax amount is as follows:
| 
| 
| 
2025 | 
| 
| 
2024 | 
| |
| 
Deferred tax asset attributable to: | 
| 
| 
| 
| 
| 
| |
| 
Net operating loss carryover | 
$ | 
(1,894,171 | 
) | 
$ | 
(1,878,127 | 
) | |
| 
Less: valuation allowance | 
| 
1,894,171 | 
| 
| 
1,878,127 | 
| |
| 
Net deferred tax asset | 
$ | 
| 
| 
$ | 
| 
| |
At December 31, 2025, the Company had net operating loss carry
forwards of approximately $1,894,171 maybe offset against future taxable income.
No tax benefit has been reported in the December 31, 2025 or 2024 financial
statements since the potential tax benefit is offset by a valuation allowance of
the same amount. 
Due to the change in ownership provisions of the Tax Reform Act
of 1986, net operating loss carry forwards for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur,
net operating loss carry forwards may be limited as to use in future years. 
ASC Topic 740 provides guidance on the accounting for
uncertainty in income taxes recognized in a companys financial statements.
Topic 740 requires a company to determine whether it is more likely than not
that a tax position will be sustained upon examination based upon the technical
merits of the position. If the more-likely-than-not threshold is met, a company
must measure the tax position to determine the amount to recognize in the
financial statements. 
The Company files income tax returns in the U.S. federal
jurisdiction, and various state and local jurisdictions. 
The Company includes interest and penalties arising from the
underpayment of income taxes in the statements of operations in the provision
for income taxes. As of December 31, 2025, the Company had no accrued interest
or penalties related to uncertain tax positions. 
18
**NOTE 10 - SUBSEQUENT EVENTS** 
Management has performed an evaluation of subsequent events
through the date that the financial statements were issued and has determined
that it has no material subsequent events to disclose in these consolidated
financial statements other than the following.
**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND********FINANCIAL********DISCLOSURES** 
On February 14, 2024, the Company
dismissed its independent accountant B F Borgers CPA PC and engaged the firm of
Fruci & Associates II, PLLC to serve as the independent accountant to audit
the companys financial statements. 
On August 21, 2024 Nika
Pharmaceuticals, Inc.s independent accountant Fruci & Associates II, PLLC
tendered its resignation. The members of the board of directors have discussed
the issue with the former independent accountant, and Nika Pharmaceuticals, Inc.
has authorized the former independent accountant to respond fully to the
inquiries of the successor accountant concerning historical data. 
We have had no disagreements
(as such term is defined in Item 304 of Regulation S-K) with our Accountant on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures. 
On September 23, 2024, Nika
Pharmaceuticals, Inc. engaged the firm of OLAYINKA OYEBOLA & CO (Chartered
Accountants) to serve as the independent accountant to audit the companys
financial statements. 
On October 2, 2024, Nika
Pharmaceuticals, Inc. made a discovery, which led it to consider that it is in
the best interest not to continue its engagement of independent accountant
OLAYINKA OYEBOLA & CO (Chartered Accountants). No services had been
performed by OLAYINKA OYEBOLA & CO (Chartered Accountants) prior to the
termination of the engagement on October 2, 2024. 
On October 5, 2024, Nika
Pharmaceuticals, Inc. engaged the firm of Boladale Lawal & Co (Chartered
Accountants) to serve as the independent accountant to audit the companys
financial statements. 
**ITEM 9A. CONTROLS AND PROCEDURES** 
**Evaluation of Disclosure Controls and Procedures** 
Under the supervision and with
the participation of our management, including our chief executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) and Rule
15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as
of December 31, 2025. Based on this evaluation, our chief executive officer and
principal financial officer have concluded such controls and procedures to be
ineffective as of December 31, 2025, to ensure that information required to be
disclosed by the issuer in the reports that it files or submits under the Act is
recorded, processed, summarized and reported, within the time periods specified
in the Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under the Act
is accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. 
**Managements Annual Report on Internal Control over
Financial Reporting** 
Management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rules 13a-15 (f) and 15d- 15 (f) under the Exchange
Act, for the Company. 
Our internal control over
financial reporting is the process designed by and under the supervision of our
CEO and CFO, or the persons performing similar functions, to provide reasonable
assurance regarding the reliability of our financial reporting and the
preparation of our financial statements for external reporting in accordance
with accounting principles generally accepted in the United States of America.
In making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control Integrated Framework (2013).
19
Under the supervision and with
the participation of our CEO and CFO, or the persons performing similar
functions, our management has assessed the effectiveness of our internal control
over financial reporting as of December 31, 2025, and concluded that it is not
effective because of the material weakness described below: 
We are aware of the following
material weaknesses in internal control that could adversely affect the
Companys ability to record, process, summarize and report financial data: 
| 
| 
| 
Lack of an audit committee | |
| 
| 
| 
Lack of segregation of duties | |
A material weakness is a
significant deficiency in one or more of the internal control components that
alone or in the aggregate precludes our internal controls from reducing to an
appropriately low level the risk that material misstatements in our consolidated
financial statements will not be prevented or detected on a timely basis. 
This annual report does not
include an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject
to attestation by the registrants registered public accounting firm pursuant to
rules of the Securities and Exchange Commission that permit the registrant to
provide only managements report in this annual report. 
**Evaluation of Changes in Internal Control over Financial
Reporting**
During the year ended December
31, 2025 there were no changes in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Securities Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting. We intend to recruit additional professionals, as our business
conditions warrant, to ensure that we include all necessary disclosure in our
filings with the Securities and Exchange Commission. Although we believe that
these corrective steps will enable management to conclude that the internal
controls over our financial reporting are effective when the staff is in place
and trained, we cannot provide assurance that these steps will be sufficient. We
may be required to expend additional resources to identify, assess and correct
any additional weaknesses in internal control. 
**Important Considerations**
The effectiveness of our
disclosure controls and procedures and our internal control over financial
reporting is subject to various inherent limitations, including cost
limitations, judgments used in decision making, assumptions about the likelihood
of future events, the soundness of our systems, the possibility of human error,
and the risk of fraud. Moreover, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions and the risk that the degree of compliance with
policies or procedures may deteriorate over time. Because of these limitations,
there can be no assurance that any system of disclosure controls and procedures
or internal control over financial reporting will be successful in preventing
all errors or fraud or in making all material information known in a timely
manner to the appropriate levels of management. 
**ITEM 9B. OTHER INFORMATION**
None. 
**ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTIONS**
None. 
20 
**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE** 
**Identity of
Officers and Directors** 
The following table sets forth the names,
ages, and titles of our executive officers and directors. 
| 
Name | 
Age | 
Positions Held | 
Since | |
| 
Dimitar Slavchev Savov | 
68 | 
President, CEO,
CFO, Director | 
April 1, 2022 | |
| 
| 
| 
| 
| |
| 
Clifford Redekop | 
76 | 
Secretary&
Director | 
April 1, 2022 | |
**Dimitar Slavchev Savov**,
Mr. Savov was born in Sofia, Bulgaria on March 03, 1958. Savov graduated at the *Dimitar A. Tsenov Academy of Economics* as a magister of economics with a
specialty in accounting and control with a minor in finance. During the
political changes of November 10, 1989, Mr. Savov started a private business by
importing crude oil and creating the first private petrol company and in a time
of crisis with a lack of fuel, Mr. Savov created a chain of the first private
and modern gas stations in Bulgaria named Elpida 3. He brought the company to a
highly competitive level and practically saved Neftohim Burgas from bankruptcy
and Bulgaria from a fuel shortage. For the past 25 years, Mr. Savov has invested
and developed projects in the pharmaceutical field with the goal to provide
medicine for treatment of various life-threatening diseases including AIDS,
Cancer and others.
**Clifford Redekop,**Mr,****Redekop has an honors liberal arts degree from Brock University and served
in the Canadian Navy for 12 years. His first five years in the Navy were as a
destroyer weapons officer and the remainder as a public affairs officer.
Postings and assignments were across Canada and in Germany, and with many
experiences as Defense Department spokesman for multiple casualties and
politically sensitive situations. Further education included graduate school
training in communications management and journalism. After leaving the Navy,
Redekop moved to Las Vegas, Nevada and became a commercial real estate
broker/investor/developer. Redekop is a licensed broker in Nevada and Utah.
Currently, and for the past six years, he has specialized in assisting companies
launch major expansions and in merging private businesses into public companies.
He has also worked with a number of Native American Tribes in assisting them to
bring economic development to their reservations. 
None of our directors or officers
are related to each other. There are no arrangements or understandings with any
of our principal stockholders, customers, suppliers, or any other person,
pursuant to which any of our directors or executive officers were appointed. 
**Significant Employees**
We have no significant employees other than our officers. 
**Director or Officer Involvement in Certain Legal
Proceedings**
During the past five (5) years,
none of the following occurred with respect to one of our present or former
directors or executive officers: (1) any bankruptcy petition filed by or against
any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two (2) years prior to that time;
(2) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
being subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (4) being found
by a court of competent jurisdiction (in a civil action), the Securities and
Exchange Commission or the Commodities Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated. 
**Director Independence**
We are not at this time required
to have our board comprised of a majority of independent directors as we are
not subject to the listing requirements of any national securities exchange or
association, 
21
**Section 16(a) Beneficial Ownership Reporting Compliance** 
Section 16(a) of the Exchange Act
requires a companys directors, officers, and stockholders who beneficially own
more than 10% of any class of equity securities of the Company registered
pursuant to Section 12 of the Exchange Act (collectively referred to herein as
the Reporting Persons), to file initial statements of beneficial ownership of
securities and statements of changes in beneficial ownership of securities with
respect to the companys equity securities with the SEC. All Reporting Persons
are required by SEC regulation to furnish us with copies of all reports that
such Reporting Persons file with the SEC pursuant to Section 16(a). 
Based solely on review of the copies of such forms furnished to
Nika Pharmaceuticals' directors have filed Forms 4 on March 19, 2024 and March
19, 2025. 
**Code of Ethics**
We have not yet adopted a code of
ethics that applies to our principal executive officer, principal financial
officer, principal accounting officer or controller or persons performing
similar functions. 
**Corporate Governance**
There have been no changes in any state law or other procedures
by which security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for this purpose, we currently have
no specific audit committee and no audit committee financial expert. Based on
the fact that our current business affairs are simple, any such committees are
excessive and beyond the scope of our business and needs. 
**Audit Committee and Audit Committee Financial Expert** 
We do not currently have an audit
committee financial expert, nor do we have an audit committee. Our board of
directors, handles the functions that would otherwise be handled by an audit
committee. We do not currently have the capital resources to pay director fees
to a qualified independent expert who would be willing to serve on our board and
who would be willing to act as an audit committee financial expert. As our
business expands and as we appoint others to our board of directors, we expect
that we will seek a qualified independent expert to become a member of our board
of directors. Before retaining any such expert our board would make a
determination as to whether such person is independent. 
**ITEM 11, EXECUTIVE COMPENSATION**
**Summary Compensation Table**
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
Change in | 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
Non- | 
| 
Pensions | 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
Equity | 
| 
Value and | 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
Incentive | 
| 
Nonqualifie | 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
Plan | 
| 
d Deferred | 
| 
All | 
| 
| 
| |
| 
Name and | 
| 
| 
| 
| 
| 
| 
| 
Stock | 
| 
Option | 
| 
Compen | 
| 
Compensati | 
| 
Other | 
| 
| 
| |
| 
Principal | 
| 
| 
| 
Salary | 
| 
Bonus | 
| 
Awards | 
| 
Awards | 
| 
sation | 
| 
on Earnings | 
| 
Compens | 
| 
Total | 
| |
| 
Position | 
| 
Year | 
| 
($) | 
| 
($) | 
| 
($) | 
| 
($) | 
| 
($) | 
| 
($) | 
| 
ation ($) | 
| 
($) | 
| |
| 
(a) | 
| 
(b) | 
| 
(c) | 
| 
(d) | 
| 
(e) | 
| 
(f) | 
| 
(g) | 
| 
(h) | 
| 
(i) | 
| 
(j) | 
| |
| 
Dimitar | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Slavchev | 
| 
2025 | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Savov (CEO, | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Director) | 
| 
2024 | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Clifford | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Redekop | 
| 
2025 | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
(corporate | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
secretary) | 
| 
2024 | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
|
22
No officer or director of the
Company has received any compensation in 2025 or 2024. 
Our directors and officers do not
have unexercised options, stock that has not vested, or equity incentive plan
awards. 
We do not currently have a stock
option plan. No individual grants of stock options, whether or not in tandem
with stock appreciation rights known as SARs or freestanding SARs have been made
to any executive officer or any director since our inception; accordingly, no
stock options have been granted or exercised by any of the officers or directors
since inception. 
We do not have any long-term
incentive plans that provide compensation intended to serve as incentive for
performance. No individual grants or agreements regarding future payouts under
non-stock price-based plans have been made to any executive officer or any
director or any employee or consultant since our inception; accordingly, no
future payouts under non-stock price-based plans or agreements have been granted
or entered into or exercised by our officer or director or employees or
consultants since inception. 
To the knowledge of management,
during the past five years, no present or former director, or executive officer
of the Company: 
1.Has filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he or she was a general partner at or within two years
before the time of such filing, or any corporation or business association of
which he or she was an executive officer at or within two years before the time
of such filing; 
2.Was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations and other minor
offenses); 
3.Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise
limiting, the following activities: 
i.Acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, associated person of any of
the foregoing, or as an investment advisor, underwriter, broker or dealer
in securities, or as an affiliate person, director or employee of any
investment company, or engaging in or continuing any conduct or practice
in connection with such activity; 
ii.Engaging in any type of business practice; 
iii.Engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
23
4. Was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any such activity
5. Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated. 
6. Was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated. 
Director Compensation
We do not currently pay any
compensation to our directors, nor do we pay directors expenses in attending
board meetings. 
Employment Agreements
The Company is not a party to any employment agreements. 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth,
as of December 31, 2025, the number and percentage of our outstanding shares of
common stock owned by (i) each person known to us to beneficially own more than
5% of our outstanding common stock, (ii) each director, (iii) each named
executive officer, and (iv) all officers and directors as a group. Common stock
beneficially owned and percentage ownership was based on 1,047,549,224 shares
outstanding on December 31, 2025.
| 
| 
| 
| 
| 
| 
| 
Shares of | 
| 
Percent of | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
Percent of | 
| 
Series A | 
| 
Series A | 
| 
Number of | 
| 
Percent of | |
| 
| 
| 
Shares of | 
| 
Common | 
| 
Preferred | 
| 
Preferred | 
| 
Voting | 
| 
Voting | |
| 
| 
| 
Common | 
| 
Stock | 
| 
Stock | 
| 
Stock | 
| 
Shares | 
| 
Shares | |
| 
| 
| 
Stock Beneficially | 
| 
Beneficially | 
| 
Beneficially Beneficially | 
| 
| 
| 
Beneficially | 
| 
Beneficially | |
| 
Name of
Beneficial Owner | 
| 
Owned** | 
| 
Owned(1)** | 
| 
Owned | 
| 
Owned** | 
| 
Owned** | 
| 
Owned(1)** | |
| 
5% Beneficial Owners | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
ACFT LLC | 
| 
151,446,500 | 
| 
14.46% | 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Mariya S Radivoeva | 
| 
94,500,000 | 
| 
9.02% | 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Noble Investment Corp | 
| 
138,208,256 | 
| 
13.19% | 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Kubrat Radivoev | 
| 
75,000,000 | 
| 
7.16% | 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Directors and Officers | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Dimitar Slavchev Savov | 
| 
445,589,500 | 
| 
42.54% | 
| 
15,000,000 | 
| 
100% | 
| 
150,000,000 | 
| 
51.87% | |
| 
Clifford Redekop | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
|
| 
All directors and executive officers as a group (2 persons) | 
| 
445,589,500 | 
| 
42.54% | 
| 
15,000,000 | 
| 
100% | 
| 
150,000,000 | 
| 
51.87% | 
|
| 
** | 
Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days. | |
| 
(1) | 
Percentage of voting stock is based on 1,047,549,224 shares of our common stock and 15,000,000 shares of Series A Preferred Stock outstanding on December 31, 2025. | |
**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE** 
*The following information
summarizes transactions we have either engaged in for the past two fiscal years
or propose to engage in, involving our executive officers, directors, more than
5% stockholders, or immediate family members of these persons. These
transactions were negotiated between related parties without arms length
bargaining and, as a result, the terms of these transactions may be different
than transactions negotiated between unrelated persons.*
During the year ended December 31, 2025, Nika Europe LTD,
advanced the Company $79,460, to pay for general operating expenses. Nika Europe
LTD is incorporated in Bulgaria with UIC: 206925008, the ownership of the
company is divided by CEO Dimitar Slavchev Savov, Nika Pharmaceuticals, Inc. and
Nika Pharmaceuticals Ltd. Dimitar Savov and Nika Pharmaceuticals, Inc. are
holding below 1% of the shares of the company. Dimitar Savov is the general
manager of Nika Europe. As of December 31, 2025, the total amount due to Nika
Europe LTD is $79,460. The advance in non-interest bearing and due on
demand.
24
During the year ended December 31, 2024, Dimitar Slavchev
Savov, CEO, advanced the Company $103,419 to pay for general operating expenses.
As of December 31, 2025, the total amount due to Mr. Savov is $205,164. The
advance in non-interest bearing and due on demand.
During the year ended December 31, 2024, Nika Pharmaceuticals
LTD, advanced the Company $34,000, to pay for general operating expenses. Nika
Pharmaceuticals LTD is incorporated in Bulgaria with UIC: 175420503 and is
wholly-owned and managed by CEO Dimitar Slavchev Savov. As of December 31, 2025,
the total amount due to Nika Pharmaceuticals LTD is $34,000. The advance in
non-interest bearing and due on demand.
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 75,000 BGN (equivalent to
around 42,491 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. 
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 companys general manager. 
On April 29, 2024 pursuant to decision of the shareholders for
in-kind contribution of factory building and land the capital of Nika Europe,
Ltd. increased to 3,684,300 BGN (2,016,562) USD. Effective May 9, 2024 the
Company acquired 100% of the share capital ot Nika Pharmaceuticals, Ltd. as
effect of this event the Company has a 99.99% controlling interest in Nika
Europe, Ltd. and becomes the beneficial owner of a factory building and land
valued at 3,683,800 BGN ($2,016,562) USD, situated in a strategic location in
Sofia Province, which were originally purchased and renovated by Dimitar Savov
at his own personal expense. 
On August 18, 2024, based on recommendation of Clifford
Redekop, officer and director, the board of directors found it in the Nika
Pharmaceuticals Inc.s best interest to cancel the acquisition of Nika
Pharmaceuticals, Ltd., UIC: 175420503 that was made effective on May 9, 2024 and
disclosed via Form 8-K on May 10, 2024. The procedure to return the 100% to
Dimitar Slavchev Savov, who is an officer and director of Nika Pharmaceluticals,
Inc. and general manager of Nika Pharmaceuticals, Ltd., was initiated on August
19, 2024 and was made effective on August 23, 2024, resulting in Nika
Pharmaceuticals, Ltd. no longer being a wholly owned subsidiary of Nika
Pharmaceuticals, Inc. As a result, Nika Pharmaceuticals, Inc. no longer
practically owns 99.99% in Nika Europe, Ltd. and is no longer the beneficial
owner of the factory building and land disclosed in the aforementioned Form 8-K
dated May 10, 2024. 
**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** 
**Audit Fees**
The following table presents the
aggregate fees billed for each of the last two fiscal years in connection with
the audit of our consolidated financial statements and other professional
services rendered by this accounting firm.
| 
| 
| 
2025 | 
| 
| 
2024 | 
| |
| 
Audit fees | 
$ | 
14,545 | 
| 
$ | 
4,000 | 
| |
| 
Audit related fees | 
| 
| 
| 
| 
| 
| |
| 
Tax fees | 
| 
| 
| 
| 
| 
| |
| 
All other fees | 
| 
| 
| 
| 
| 
| |
| 
Total fees | 
$ | 
14,545 | 
| 
$ | 
4,000 | 
| |
Audit fees represent fees for
professional services rendered by our principal accountants for the audit of our
annual financial statements and review of the financial statements included in
our Forms 10-Q or services that are normally provided by our principal
accountants in connection with statutory and regulatory filings or engagements. 
25
Audit-related fees represent
professional services rendered for assurance and related services by the
accounting firm that are reasonably related to the performance of the audit or
review of our financial statements that are not reported under audit fees. 
Tax fees represent professional
services rendered by the accounting firm for tax compliance, tax advice, and tax
planning. 
All other fees represent fees
billed for products and services provided by the accounting firm, other than the
services reported for the other three categories. 
**Pre-Approval Policies**
Our board of directors approves
the engagement of the auditor before the firm renders audit and non-audit
services. Our audit committee does not rely on pre-approval policies and
procedures. 
**PART IV** 
**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES** 
The following documents have been
filed as part of this report. 
| 
Exhibit No. | 
Description | |
| 
31.1 | 
- | 
Rule
13a14(a)/15d-14(a) Certification of Chief Executive Officer and
Chief Financial Officer | |
| 
32.1 | 
- | 
Section 1350 Certification of Chief
Executive Officer and Chief Financial Officer | |
| 
101.INS* | 
- | 
Inline XBRL Instance
Document(1) | |
| 
101.SCH* | 
- | 
XBRL Taxonomy Extension Schema
Document(1) | |
| 
101.SCH* | 
- | 
XBRL Taxonomy Extension
Schema Document(1) | |
| 
101.CAL* | 
- | 
Inline XBRL Taxonomy Extension
Calculation Linkbase Document(1) | |
| 
101.DEF* | 
- | 
Inline XBRL Taxonomy
Extension Definition Linkbase Document(1) | |
| 
101.LAB* | 
- | 
Inline XBRL Taxonomy Extension Label
Linkbase Document(1) | |
**ITEM 16. 10-K SUMMARY******
None.
26
**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: March 25, 2026 | 
By: | 
/s/
Dimitar Slavchev Savov | |
| 
| 
| 
Dimitar Slavchev Savov | |
| 
| 
| 
Chief Executive Officer, Director | |
| 
| 
| 
| |
| 
Date: March 25, 2026 | 
By: | 
/s/ Clifford Redekop | |
| 
| 
| 
Clifford Redekop | |
| 
| 
| 
Director | |
27