UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2018

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

For the transition period from ___________ to ___________

Commission file number ~~333~~000-~~182113~~54855

ASTIKA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

27-4601693

(I.R.S. Employer Identification Number)

Level 1, 725 Rosebank Road

Avondale, Auckland, 1348, New Zealand

(Address of principal executive offices)

(64) 9 929 0502

(Issuer’s telephone number, including area code)

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

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

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

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

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

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

~~State~~The ~~the~~ number of shares outstanding of ~~each of~~ the issuer’'s ~~classes of~~ common ~~equity~~stock, as of ~~the~~May ~~latest~~9, ~~practicable~~2019 ~~date~~was 29,890,066.

Class		Outstanding at November 10, 2017
Common Stock, par value $.001 per share		25,291,838 shares

ASTIKA HOLDINGS, INC.

TABLE OF CONTENTS

PAGE PART I. FINANCIAL INFORMATION 4 Item 1. Financial Statements (unaudited) 4 Balance Sheets 4 Statements of Operations 5 Statements of Cash Flows 6 Notes to Unaudited Interim Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 17 Item 4. Controls and Procedures 17 PART II. OTHER INFORMATION 19 Item 1. Legal Proceedings 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 19 SIGNATURES 20


	PAGE

PART I. FINANCIAL INFORMATION	3

Item 1. Financial Statements (unaudited)	3

Balance Sheets	3

Statements of Operations	4

Statements of Cash Flows	5

Notes to Unaudited Interim Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3. Quantitative and Qualitative Disclosures About Market Risk	15

Item 4. Controls and Procedures	15

PART II. OTHER INFORMATION	16

Item 1. Legal Proceedings	16

Item 1A. Risk Factors	16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3. Defaults Upon Senior Securities	16

Item 4. Mine Safety Disclosures	16

Item 5. Other Information	16

Item 6. Exhibits	17

SIGNATURES	18

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ASTIKA HOLDINGS, INC.

ASTIKA HOLDINGS, INC.
BALANCE SHEETS
(UNAUDITED)

	June 30, 2018			December 31, 2017

ASSETS
Prepaid expenses	$	-		$	42,101
TOTAL ASSETS	$	-		$	42,101

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	79,158		$	70,282
Loan payable and accrued interest		3,553			3,519
Due to related party		5,807			37,500
Total Current Liabilities		88,518			111,301

Stockholders' Deficit
Preferred Stock: 10,000,000 shares authorized; par value $0.001; 2,090,000 shares issued and outstanding as of June 30, 2018 and December 31, 2017		2,090			2,090
Common Stock: 140,000,000 shares authorized; par value $0.001; 29,890,066 shares issued and outstanding at June 30, 2018 and December 31, 2017		29,890			29,890
Additional paid-in capital less Pref B issuing costs		471,595			471,595
Accumulated deficit		(592,093	)		(572,775	)
Total Stockholders’ Deficit		(88,518	)		(69,200	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	42,101

~~BALANCE~~The ~~SHEETS~~accompanying notes are an integral part of these financial statements.

~~Unaudited~~3

		September 30, 2017			December 31, 2016
ASTIKA HOLDINGS, INC.
ASSETS
STATEMENTS OF OPERATIONS
TOTAL ASSETS		$	-		$	-
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS’ DEFICIT
		For The Three Months Ended							For The Six Months Ended
Current Liabilities
		June 30, 2018				June 30, 2017			June 30, 2018			June 30, 2017
	Accounts payable and accrued expenses	$	57,565		$	63,750
REVENUE
	Loan payable and accrued interest		3,501			3,450
Revenue		$	-			$	-		$	-		$	-
	Due to related party		142,779			45,264
TOTAL REVENUE			-				-			-			-
	Convertible note and accrued interest		12,643			28,821
OPERATING EXPENSES
	Derivative liability		21,771			23,347
General and administrative			7,667				45,165			19,283			62,465
Total Current Liabilities		$	238,259		$	164,632
Total Operating Expenses			7,667				45,165			19,283			62,465
Shareholders' Deficit
OPERATING LOSS			(7,667	)			(45,165	)		(19,283	)		(62,465	)
	Preferred Stock: 10,000,000 shares authorized; par value $0.001; none issued and outstanding		-			-
OTHER INCOME (EXPENSE)
	Common Stock: 140,000,000 shares authorized; par value $0.001; 20,819,457 and 11,626,857 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		20,819			11,627
Interest expense, net			(18	)			(459	)		(35	)		(955	)
	Additional paid-in capital		194,547			126,916
Loss on change in fair value of derivative			-				(33,159	)		-			(44,731	)
	Accumulated deficit		(453,625)			(303,175)
Total Other Income (Expense)			(18	)			(33,618	)		(35	)		(45,686	)
Total Shareholders’ Deficit			(238,259)			(164,632)
NET LOSS		$	(7,684	)		$	(78,783	)	$	(19,318	)	$	(108,151	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT		$	-		$	-
BASIC AND DILUTED NET LOSS PER COMMON SHARE		$	(0.00	)		$	(0.01	)	$	(0.00	)	$	(0.01	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING			29,890,066				12,507,595			29,890,066			12,104,451

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

ASTIKA HOLDINGS, INC.

ASTIKA HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)


	For the Six Months Ended
	June 30, 2018			June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(19,318	)	$	(108,151	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on derivative		-			44,731
Changes in Operating assets & liabilities:
(Increase) decrease in prepaid expenses		42,101			-
Increase (decrease) in accounts payable and accrued expenses		8,910			63,420
Net Cash Used by Operating Activities		31,693			-

CASH FLOWS FROM FINANCING ACTIVITIES
Payback to related party		(42,101	)		-
Due to related party	$	10,408			-
Net cash provided by Financing Activities		(31,693	)		-

NET INCREASE IN CASH		-			-
CASH AT BEGINNING OF PERIOD		-			-
CASH AT END OF PERIOD	$	-		$	-

CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Extinguishment of derivative to Additional Paid In Capital	$	-		$	38,530
Common stock issued for convertible debt	$	-		$	6,795
Expense paid by related party on behalf of the company	$	-		$	54,000

~~STATEMENTS~~The OFaccompanying ~~OPERATIONS~~notes are an integral part of these financial statements.

~~Unaudited~~5

		Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
		September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
OPERATING EXPENSES
	Selling, general & administrative	$	28,865	$	1,350	$	91,330	$	11,501
Total Operating Expenses			28,865		1,350		91,330		11,501
OPERATING LOSS			(28,865)		(1,350)		(91,330)		(11,501)
OTHER INCOME (EXPENSE)
	Interest expense, net		(276)		(510)		(1,231)		(1,520)
	Gain (Loss) on change in fair value of derivative		(13,158)		8,436		(57,889)		(35)
Total Other Income (Expense)			(13,434)		7,926		(59,120)		(1,555)
NET INCOME / (LOSS)		$	(42,299)	$	6,576	$	(150,450)	$	(13,056)
BASIC NET INCOME (LOSS) PER COMMON SHARE		$	(0.00)	$	0.00	$	(0.01)	$	(0.00)
DILUTED NET LOSS PER COMMON SHARE		$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			17,069,714		11,626,857		13,777,726		11,626,857
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			17,069,714		13,843,049		13,777,726		11,626,857

ASTIKA HOLDINGS, INC.

~~The~~NOTES ~~accompanying~~TO ~~notes~~FINANCIAL ~~are an integral part of these unaudited condensed consolidated financial statements.~~STATEMENTS

5JUNE 30, 2018

~~ASTIKA HOLDINGS, INC.~~(UNAUDITED)

~~STATEMENTS~~NOTE OF1 ~~CASH~~- ~~FLOWS~~DESCRIPTION OF BUSINESS

~~Unaudited~~Astika Holdings, Inc. (the “Company”, “we”, “us”, “our”), Astika Holdings, Inc., a Florida corporation, is refocusing and preparing to relaunch the Company through a variety of strategic acquisitions in the textile, service, and industrial sectors to complement and capture the next wave of growth companies from Asia and New Zealand.

				For the Nine Months Ended
				September 30, 2017		September 30, 2016
	CASH FLOWS FROM OPERATING ACTIVITIES
		Net loss		$	(150,450)	$	(13,056)
		Adjustments to reconcile net loss to net cash used in
		operating activities:
			Loss on derivative		57,889		35
		Changes in Operating assets & liabilities
			Decrease in prepaid expenses		-		2,051
			Increase in accounts payable and accrued expenses		92,561		10,970
			Net Cash Used by Operating Activities		-		-
NET INCREASE IN CASH					-		-
CASH AT BEGINNING OF PERIOD					-		-
CASH AT END OF PERIOD				$	-	$	-
CASH PAID FOR:
			Interest	$	-	$	-
			Income taxes		-		-
NON-CASH INVESTING AND FINANCING ACTIVITIES
		Extinguishment of derivative to Additional Paid In Capital		$	59,465	$	-
		Common stock issued for convertible debt			17,357		-
		Expense paid by related party on behalf of the company			97,515		19,915

NOTE 2- GOING CONCERN ANALYSIS AND MANAGEMENT PLANS

The ~~accompanying~~Company’s ~~notes~~unaudited interim financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an ~~integral~~accumulated ~~part~~deficit and no cash flows from operating activities at June 30, 2018. The Company has not yet established an ongoing source of ~~these~~revenue ~~unaudited~~sufficient ~~condensed~~to ~~consolidated~~cover ~~financial~~its ~~statements~~operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

6In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans focus is on a variety of strategic acquisitions in service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.’s business. The Company is positioning to capture the next wave of growth companies from Asia. As the centerpieces for Astika Holdings in Asia, the focus is on rapid economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization. Astika’s planned focus is also on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure jurisdictions. Management’s plan to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~ASTIKA~~NOTE ~~HOLDINGS,~~3 ~~INC.~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~NOTES~~Basis TOof ~~UNAUDITED INTERIM FINANCIAL STATEMENTS~~presentation

~~September~~The 30accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2017 financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the year ended December 31, 2018.

~~NOTE 1 - BASIS OF PRESENTATION~~6

~~The~~Use ~~accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations~~ of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2016 financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017.Estimates

~~NOTE~~The 2-preparation ~~GOING~~of ~~CONCERN~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

~~The~~Stock-Based Company’s unaudited interim financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit and no cash flows from operating activities at September 30, 2017. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern.Compensation

InWe ~~order~~recognize tocompensation ~~continue~~cost asfor astock-based ~~going~~awards ~~concern,~~to ~~the~~employees ~~Company will need, among other things, additional capital resources. Management’s plans focus is on a variety of strategic acquisitions~~ in ~~service,~~accordance ~~agriculture~~with ~~and~~ASC ~~industrial~~Topic ~~companies to compliment and grow Astika Holdings~~718, ~~Inc.’s business. The Company is positioning to capture~~ over the ~~next~~requisite ~~wave~~service ofperiod ~~growth companies from Asia. As the centerpieces~~ for ~~Astika~~each ~~Holdings~~separately investing ~~Asia~~tranche, ~~the~~as ~~focus~~if ismultiple onawards ~~rapid~~were ~~economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization~~granted. ~~Astika’s~~Compensation ~~planned~~cost ~~focus~~ is ~~also~~based on ~~adding~~grant-date fair value ~~through~~using ~~successful~~quoted ~~project~~market ~~development,~~prices ~~efficient~~for ~~operations,~~our ~~and~~common ~~opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure jurisdictions~~stock. ~~Management’s~~We ~~plan~~recognize tocompensation ~~obtain~~cost ~~such resources~~ for stock-based ~~the~~awards ~~Company include (i) obtaining capital from management and significant stockholders sufficient~~ to ~~meet~~nonemployees ~~its~~in ~~minimal~~accordance ~~operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger~~ with orASC ~~acquisition~~Topic ~~of an existing operating company~~505. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7Basic and diluted loss per share

~~NOTE~~The 3Company -computes ~~FAIR~~earnings ~~VALUE~~per OFshare ~~FINANCIAL~~in ~~INSTRUMENTS~~accordance with ASC 260, “Earnings Per Share” (ASC 260). Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive shares of common stock outstanding during the period. The Company had net losses as of June 30, 2018 and 2017, as such, the diluted earnings per share excludes all dilutive potential shares because their effect is anti-dilutive.

~~ASC~~Recent ~~820,~~accounting “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:pronouncements

~~Level~~In 1June 2018, the FASB issued ASU 2018-07, ~~Level~~“Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) ~~applies~~financing to ~~assets~~the issuer or ~~liabilities~~(2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for ~~which~~under ~~there~~Revenue ~~are~~from ~~quoted~~Contracts ~~prices~~with inCustomers ~~active~~(Topic 606). ~~markets~~ASU 2018-07 is effective for ~~identical~~fiscal ~~assets~~years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company will adopt the provisions of ASU 2018-07 in the quarter beginning January 1, 2019. The adoption of ASU 2018-07 is not expected to have a material impact on the Company’s financial statement presentation or ~~liabilities~~disclosures.

~~Level~~Management 2does -not ~~Level~~believe 2that ~~applies~~any toother ~~assets~~recently orissued, ~~liabilities~~but ~~for~~not ~~which~~yet ~~there~~effective ~~are~~accounting pronouncements ~~inputs~~will ~~other~~have ~~than~~a ~~quoted~~material ~~prices~~effect ~~that~~on ~~are observable for~~ the ~~asset~~accompanying orfinancial liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market datastatements.

~~Level~~NOTE 34 - ~~Level~~FAIR 3VALUE ~~applies~~OF FINANCIAL ~~to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.~~INSTRUMENTS

~~The~~ASC ~~carrying~~820, ~~values~~“Fair ofValue ~~cash,~~Measurements” ~~accounts~~(ASC ~~payable,~~820) and ~~accrued~~ASC ~~liabilities~~825, ~~approximate~~“Financial ~~fair~~Instruments” ~~value.~~(ASC ~~Pursuant~~825), requires an entity to ~~ASC~~maximize ~~820~~the use of observable inputs and ~~825,~~minimize the use of unobservable inputs when measuring fair value. ofIt ~~cash~~establishes a isfair ~~determined~~value hierarchy based on ~~"Level~~the 1"level ~~inputs~~of independent, ~~which~~objective ~~consist~~evidence ofsurrounding ~~quoted~~the ~~prices~~inputs inused ~~active~~to ~~markets~~measure ~~for~~fair ~~identical assets~~value. ~~The~~A ~~recorded~~financial ~~values~~instrument's ofcategorization ~~all~~within ~~other~~the ~~financial~~fair ~~instruments~~value ~~approximate~~hierarchy ~~their~~is ~~current~~based ~~fair~~upon ~~values~~the ~~because~~lowest level of ~~their~~input ~~nature~~that ~~and~~is significant ~~respective~~to ~~maturity~~the ~~dates~~fair orvalue ~~durations~~measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

~~The~~Level ~~following~~1 ~~table~~- Level ~~sets~~1 ~~forth~~applies byto ~~level~~assets ~~within~~or ~~the~~liabilities ~~fair~~for ~~value~~which ~~hierarchy~~there ~~the~~are ~~Company's~~quoted ~~financial~~prices ~~assets~~in ~~and~~active ~~liabilities~~markets ~~that~~for ~~are~~identical ~~measured~~assets ator ~~fair value on a recurring basis:~~liabilities.

September 30, 2017:
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative financial instruments	$	--	$	--	$	21,771	$	21,771
December 31, 2016:
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative financial instruments	$	--	$	--	$	23,347	$	23,347

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~NOTE~~Level 43 - Level ~~CONVERTIBLE~~3 ~~NOTE~~applies ~~PAYABLE~~to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

~~During October 2014, the Company issued an 8.0% convertible debenture for $31,500 in cash.~~ The ~~convertible~~carrying ~~debenture~~values ~~accrues~~of ~~interest at 8.0% per annum~~cash, isaccounts ~~unsecured~~payable, ~~due~~and inaccrued ~~one~~liabilities ~~year~~approximate ~~from~~fair ~~the~~value. ~~date~~Pursuant ofto ASC ~~issuance~~820 and is825, ~~convertible~~the ~~into~~fair ~~shares~~value of ~~the~~cash ~~Company’s~~is ~~common~~determined ~~stock~~based ~~after~~on ~~180~~"Level ~~days~~1" atinputs, ~~the~~which ~~option~~consist of ~~the~~quoted ~~holder~~prices atin aactive ~~rate~~markets ~~equal~~for toidentical ~~55%~~assets. ofThe ~~the~~recorded ~~lowest~~values ~~trading price~~ of ~~the~~all ~~Company’s~~other ~~common~~financial ~~stock~~instruments ~~out~~approximate oftheir ~~the~~current ~~last~~fair 20values because ~~trading trades including the date~~ of ~~conversion.~~their Atnature ~~September~~and ~~30,~~respective ~~2017,~~maturity ~~the~~dates ~~loan~~or ~~is in default at a default interest rate of 24%~~durations.

OnNOTE ~~March~~5 ~~21,~~- ~~2017,~~CONVERTIBLE ~~the Company issued 572,476 common shares in the conversion of $2,000 principal and $834 in interest due to LG Capital Funding, LLC at $0.00495 per share, as calculated per the loan agreement.~~NOTE PAYABLE

OnDuring ~~June~~October 82014, ~~2017,~~ the Company issued ~~603~~an 8.0% convertible debenture for $31,~~038~~500 ~~common~~in ~~shares~~cash. The convertible debenture accrued interest at 8.0% per annum, was unsecured, due in one year from the ~~conversion~~date of ~~$700~~issuance ~~principal~~ and ~~$328~~was inconvertible ~~interest~~into ~~due~~shares toof LGthe ~~Capital~~Company’s ~~Funding,~~common ~~LLC~~stock after 180 days at ~~$0.00171~~the ~~per~~option ~~share,~~of asthe ~~calculated~~holder ~~per~~at a rate equal to 55% of the ~~loan~~lowest ~~agreement~~trading price of the Company’s common stock out of the last 20 trading trades including the date of conversion.

On ~~June~~March 1321, 2017, the Company issued ~~638~~572,~~926~~476 shares of common ~~shares~~stock in the conversion of $~~740~~2,000 principal and $~~350~~834 in interest due to LG Capital Funding,. LLC at $0.~~00171~~00495 per share, as calculated per the loan agreement.

On June 278, 2017, the Company issued ~~670~~603,~~334~~038 shares of common ~~shares~~stock in the conversion of $~~1,245~~700 principal and $~~598~~328 in interest due to LG Capital Funding, LLC at $0.~~00275~~00171 per share, as calculated per the loan agreement.

On ~~July~~June 1813, 2017, the Company issued ~~701~~638,~~519~~926 shares of common ~~shares~~stock in the conversion of $~~800~~740 principal and $~~396~~350 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement.

On ~~July~~June 2427, 2017, the Company issued ~~735~~670,~~903~~334 shares of common ~~shares~~stock in the conversion of $~~810~~1,245 principal and $~~404~~598 in interest due to LG Capital Funding, LLC at $0.~~00165~~00275 per share, as calculated per the loan agreement.

On ~~August~~July 318, 2017, the Company issued ~~775~~701,~~636~~519 shares of common ~~shares~~stock in the conversion of $~~850~~800 principal and $~~430~~396 in interest due to LG Capital Funding, LLC at $0.~~00165~~00171 per share, as calculated per the loan agreement.

On ~~August~~July 1824, 2017, the Company issued ~~812~~735,~~860~~903 shares of common ~~shares~~stock in the conversion of $~~885~~810 principal and $~~456~~404 in interest due to LG Capital Funding, LLC at $0.00165 per share, as calculated per the loan agreement.

On August 253, 2017, the Company issued ~~852~~775,~~841~~636 shares of common ~~shares~~stock in the conversion of $~~1,080~~850 principal and $~~562~~430 in interest due to LG Capital Funding, LLC at $0.~~00193~~00165 per share, as calculated per the loan agreement.

On August 3118, 2017, the Company issued ~~897~~812,~~810~~860 shares of common ~~shares~~stock in the conversion of $~~810~~885 principal and $~~424~~456 in interest due to LG Capital Funding, LLC at $0.~~00138~~00165 per share, as calculated per the loan agreement.

On ~~September~~August 1325, 2017, the Company issued ~~941~~852,~~854~~841 shares of common ~~shares~~stock in the conversion of $~~845~~ 1,080 principal and $~~450~~562 in interest due to LG Capital Funding, LLC at $0.~~00138~~00193 per share, as calculated per the loan agreement.

On ~~September~~August 2031, 2017, the Company issued ~~989~~897,~~403~~810 shares of common ~~shares~~stock in the conversion of $~~885~~810 principal and $~~475~~424 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement.

~~The~~On ~~balance~~September of13, 2017, the ~~convertible~~Company ~~debenture~~issued at941,854 ~~September~~shares ~~30,~~of ~~2017~~common ~~and~~stock ~~December~~in ~~31,~~the ~~2016~~conversion ~~was~~of $~~12,643~~845 principal and $~~24,500,~~450 ~~respectively. The~~in ~~amount of accrued~~ interest due atto ~~September~~LG 30Capital Funding, ~~2017~~LLC isat $0,.00138 ~~with~~per $4share,~~321~~ atas ~~December~~calculated ~~31,~~per ~~2016~~the loan agreement.

9On September 20, 2017, the Company issued 989,403 shares of common stock in the conversion of $885 principal and $475 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement.

~~NOTE~~On 5October -3, ~~DERIVATIVE~~2017, ~~LIABILITY~~the Company issued 1,038,870 shares of common stock in the conversion of $1,035 principal and $565 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement.

~~The~~On ~~Company~~October ~~analyzed~~16, ~~the~~2017, ~~conversion option embedded in~~ the ~~convertible~~Company ~~debenture~~issued ~~for~~1,090,032 ~~derivative~~shares ~~accounting~~of ~~consideration~~common ~~under~~stock ~~ASC~~in ~~815 and determined that~~ the ~~embedded~~conversion ~~instrument~~of ~~should~~$1,080 principal ~~be classified as a liability~~ and ~~recorded~~$599 atin ~~fair~~interest ~~value~~ due to ~~the~~LG ~~variable~~Capital ~~conversion prices. The fair value of the conversion options was determined to be $52~~Funding,~~267~~ asLLC ofat ~~the issuance date using a Black-Scholes option-pricing model~~$0.00154 ~~Upon~~per ~~the date of issuance of the convertible debenture~~share, ~~$31,500 was recorded~~ as ~~debt~~calculated ~~discount~~per ~~and~~the ~~$20,767~~loan ~~was recorded as day one loss on derivative liability~~agreement.

Between March and September 2017, the holder of the convertible debenture elected to convert $11,857 in principal and $5,500 in interest due of the convertible debenture into 9,192,600 shares of the Company’s common stock. As a result, $59,465 of derivative liability was extinguished through a charge to paid-in capital.8

~~During~~On ~~the~~October ~~nine~~19, ~~months~~2017, ~~ended~~the ~~September~~Company 30issued 1,141,941 ~~2017~~shares of common stock in the conversion of $1,130 principal and $57629 in interest due to LG Capital Funding,~~889~~ ~~was~~LLC ~~recorded~~at as$0.00154 aper ~~loss~~share, onas ~~mark-to-market~~calculated ofper the ~~conversion~~loan ~~options~~agreement.

~~The~~On ~~following~~November ~~table~~6, ~~summarizes~~2017, the ~~derivative~~Company ~~liability~~issued ~~included~~1,201,538 shares of common stock in the ~~balance~~conversion ~~sheet~~of $1,180 principal and $670 in interest due to LG Capital Funding. LLC at ~~September~~$0.00154 30per share, ~~2017~~as ~~and~~calculated ~~December~~per ~~31,~~the ~~2016:~~loan agreement.

Balance, December 31, 2016		23,347
Reclassification of derivative liability to paid-in capital due to conversion		(59,465)
Loss on change in fair value		57,889
Balance, September 30, 2017	$	21,771

On November 28, 2017, the Company issued 1,262,260 shares of common stock in the conversion of $2,325 principal and $1,354 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement.

~~The~~On ~~Company~~December ~~estimated~~6, 2017, the ~~fair~~Company ~~value~~issued of1,326,373 ~~the~~shares ~~derivative~~of ~~liabilities~~common ~~using~~stock in the ~~Black-Scholes~~conversion ~~option~~of ~~pricing~~$2,435 principal ~~model~~ and ~~the~~$1,431 ~~following~~in ~~key~~interest ~~assumptions~~due ~~during~~to ~~the~~LG ~~nine~~Capital ~~months~~Funding. ~~ended~~LLC ~~September~~at 30$0.00292 per share, ~~2017:~~as calculated per the loan agreement.

Expected dividends	--	%
Expected term (years)	0.12
Volatility	273% - 617	%
Risk-free rate	0.74% - 0.89	%

On December 22, 2017, the Company issued 2,009,595 shares of common stock in the conversion of the remaining $3,665 in principal and $2,193 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement.

~~NOTE~~As 6of -December ~~LOAN~~31, ~~TRANSACTION~~2017, the convertible debenture was fully converted to shares of the Company’s common stock and the balance of the convertible debenture was reduced to $0.

~~The~~NOTE ~~Company~~6 purchased a recorded music compilation from EuGene Gant for a purchase price of $5,000 pursuant to a Bill of Sale and Assignment dated June 15, 2012, an Exclusive Songwriter Agreement dated June 15, 2012, and a Promissory Note that the Company concurrently executed and delivered to him on the same date. The Company made a payment to Mr. Gant in the amount of $1,000 on June 15, 2012 and $2,000 on October 1, 2012, and $1,000 on June 15, 2013, and the remaining $1,000 principal amount under Promissory Note bears interest at five percent (5%) per annum, and there is one remaining principal installment payment in the amount of $1,162 due. Accrued and unpaid interest on the Promissory Note is also due in the amount of $51 for the nine-~~month~~ period ended September 30, 2017, and $47 for the nine-month period ended September 30, 2016. As of September 30, 2017 and December 31, 2016, total outstanding short-term debt is $1,401 and $1,350, respectively. The note matured on June 15, 2013 and the loan is currently in default.DERIVATIVE LIABILITY

The ~~songwriter~~Company ~~agreement~~analyzed ~~expired~~the onconversion ~~June~~option ~~15,~~embedded ~~2014~~in the convertible debenture for derivative accounting consideration under ASC 815 and determined that the ~~Company~~embedded ~~did~~instrument ~~not~~should ~~renew~~be classified as a liability and recorded at fair value due to the variable conversion prices. The fair value of the conversion options was determined to be $52,267 as of the issuance date using a Black-Scholes option-pricing model. Upon the date of issuance of the convertible debenture, $31,500 was recorded as debt discount and $20,767 was recorded as day one loss on derivative liability.

OnDuring ~~October~~March 222017, ~~2015,~~the ~~Artfield~~holder ~~Investment~~of ~~paid~~the convertible debenture elected to convert $2,~~100~~000 in ~~expenses~~principal onand ~~behalf~~$834 in interest due of the ~~Company.~~convertible ~~This~~debenture ~~loan~~into ~~is unsecured~~572,476 ~~due~~shares onof ~~demand,~~the ~~and~~Company’s ~~carries~~common ~~no interest~~stock. AtAs ~~September~~a 30result, ~~2017 and December 31~~$4,278 ~~2016,~~of ~~the~~derivative ~~total~~liability ~~amount~~was ~~owed~~extinguished ~~was~~through ~~$2,100~~a ~~and~~charge ~~$2,100,~~to ~~respectively~~paid-in capital.

10During the six months ended June 30, 2018 and 2017, $0 and $44,731was recorded as a loss on mark-to-market of the conversion options, respectively.

~~NOTE~~As 7the convertible debt with the conversion option requiring derivative accounting was fully converted during the year ended December 31, 2017, the Company recorded the retirement of the derivative liability of $9,526 to additional paid-in ~~RELATED~~capital. ~~PARTY~~As ~~TRANSACTIONS~~a result, the balance of the convertible debt was reduced to $0 at December 31, 2017.

The Company ~~has~~estimated ~~entered into transactions with~~ the ~~related~~fair ~~party,~~value ~~IQ Acquisition (NY), Ltd, owned by Mr. Richards, the CEO~~ of the ~~Company.~~derivative IQliabilities ~~Acquisition~~using ~~(NY), Ltd,~~ the ~~major~~Black-Scholes ~~shareholder~~option ofpricing model ~~the~~and ~~Company, has paid expenses on behalf of~~ the ~~Company~~following inkey ~~the~~assumptions ~~amount of $97,515~~ during the ~~nine~~six months ended ~~September~~June 30, 2017, and $19,415 during the year ended December 31, 2016. The balance due to related party as of September 30, 2017 and December 31, 2016 was $142,779, and $45,264, respectively. The advances are unsecured, payable on demand, and carry no interest.:

The Company does not rent or own any property. The office space is provided by an officer at no charge.

Expected dividends		-%
Expected term (years)		0.12
Volatility		273 - 617%
Risk-free rate		0.74% - 0.89%

NOTE 87 - ~~MATERIAL~~LOAN ~~CONTRACTS~~TRANSACTION

OnThe ~~June 15, 2012, the~~ Company ~~entered~~purchased ~~into~~ a ~~songwriter~~recorded ~~agreement~~music ~~with~~compilation ~~Eugene~~from EuGene Gant, ~~a songwriter, which provides~~ for ~~Mr. Gant’s employment as~~ a ~~staff~~purchase ~~writer~~price onof an$5,000 pursuant ~~exclusive basis~~ to ~~write musical compositions as works for hire for~~ a ~~period~~Bill of ~~two~~Sale ~~years~~and ~~from~~Assignment ~~the~~dated ~~date of the agreement. This agreement expired on~~ June 15, ~~2014.~~2012, ~~The~~an ~~exclusive~~Exclusive ~~songwriter~~Songwriter ~~agreement~~Agreement ~~with Eugene B. Settler~~ dated June 1615, 2012, ~~provides~~and ~~for~~a ~~Mr.~~Promissory ~~Settler’s~~Note ~~employment~~that asthe aCompany ~~staff~~concurrently ~~writer~~executed onand andelivered ~~exclusive basis~~ to ~~write~~him ~~musical~~on ~~compositions~~the assame ~~works~~date. The ~~for~~Company ~~hire~~made ~~for~~ a ~~period~~payment ofto Mr. ~~five~~Gant ~~years~~in ~~from~~ the ~~date~~amount of ~~the~~$1,000 ~~agreement. This agreement expires~~ on June 1615, ~~2017.~~2012 ~~During~~and ~~Mr.~~$2,000 ~~Gant’s~~on ~~and~~October ~~Mr.~~1, ~~Settler’s~~2012, ~~tenure~~and as$1,000 ~~songwriters~~on ~~for~~June ~~the~~15, ~~Company~~2013, and the ~~copyrights~~remaining on$1,000 ~~their~~principal ~~entire~~amount ~~work~~under ~~product~~Promissory ~~will~~Note ~~belong~~bears tointerest ~~the~~at ~~Company,~~five inpercent ~~exchange~~(5%) ~~for~~per ~~our~~annum, ~~assistance~~and inthere ~~exploiting~~is ~~and~~one ~~marketing~~remaining principal ~~these~~installment ~~compositions~~payment ~~and~~in the ~~payment~~amount of a$1,162 ~~writer’s~~due. ~~fee~~Accrued toand ~~them~~unpaid ~~ranging~~interest ~~from~~on ~~10% to 50% of~~ the ~~net~~Promissory ~~amounts~~Note ~~that~~is wealso ~~collect~~due onin ~~these~~the ~~musical~~amount ~~compositions.~~of ~~The~~$35 ~~Company~~for ~~is entitled to~~ the ~~royalties~~six-months ~~for~~ended aJune ~~period~~30, of2018, 50and ~~years~~$34 ~~from~~for the ~~date~~six-months ofended ~~the~~June ~~creation~~30, 2017. As of ~~any~~June ~~work~~30, 2018 ~~for~~and ~~hire~~December ~~pursuant~~31, to2017, ~~such~~total ~~agreements.~~outstanding ~~After~~short-term ~~the~~debt ~~expiration~~was of$1,453 ~~such~~and ~~50-year period~~$1,418, ~~the~~respectively. The ~~copyright~~note matured on aJune ~~musical~~15, ~~composition~~2013 ~~reverts~~and to the ~~songwriter~~loan oris ~~his~~currently ~~heirs~~in ~~or assigns~~default.

On June 4, 2015, Artfield Investment RD, Inc. was contracted to provide restructuring consulting services to the Company for $45,000. Consultation fee shall be payable $22,500 in cash at the time of signing (6/4/2015), and the remaining fee of $22,500 to be paid through unrestricted shares. The entire $45,000 was due upon signing the agreement, and was recorded as a liability. The shares have not been issued as of the date of this filing.9

~~NOTE~~On 9October -22, ~~EQUITY~~2015, ~~TRANSACTIONS~~Artfield Investment paid $2,100 in expenses on behalf of the Company. This loan is unsecured, due on demand, and carries no interest. As of June 30, 2018 and December 31, 2017, the total amount owed was $2,100 and $2,100, respectively.

~~The~~NOTE ~~Company~~8 ~~has~~- ~~authorized~~RELATED 10,000,000 shares of Preferred Stock and 140,000,000 shares of Common Stock at par value of $0.001. At September 30, 2017 and December 31, 2016, the Company had 20,819,457 and 11,626,857 shares of common stock issued and outstanding, respectively. No preferred shares have been issued.PARTY TRANSACTIONS

OnThe ~~March~~Company 10has entered into transactions with the related party, ~~2016~~IQ Acquisition (NY), Ltd, owned by Mr. Richards, the CEO of the Company. ~~filed~~IQ anAcquisition ~~Amendment~~(NY), toLtd, the ~~Articles~~major shareholder of ~~Incorporation~~the ~~breaking~~Company, ~~out~~has paid expenses on behalf of the ~~Preferred~~Company ~~Stock~~in ~~into~~the ~~Series~~amount A,of B$10,408 C,and D$54,000 E,during F,the G,six Hmonths ended June 30, I2018 and 2017, Jrespectively. The Company reimbursed IQ acquisition (NY) in the amount of $42,101 Kand $0 during the six-months ended June 30, 2018 and L2017, ~~with~~respectively. ~~the~~The ~~series~~balance ~~designation~~due ofto ~~each~~related ~~issuance~~party as of ~~preferred~~June ~~stock~~30, ~~set~~2018 ~~forth~~and byDecember ~~the~~31, ~~Board~~2017 ofwas ~~Directors~~$5,807 atand ~~the~~$99,264, respectively. ~~time~~The ofadvances ~~issuance~~are unsecured, payable on demand, and carry no interest.

OnNOTE ~~March~~9 ~~21,~~- ~~2017,~~MATERIAL ~~the Company issued 572,476 common shares in the conversion of $2,000 principal and $834 in interest due to LG Capital Funding, LLC at $0.00495 per share, as calculated per the loan agreement.~~CONTRACTS

On June 815, ~~2017~~2012, the Company ~~issued~~entered ~~603~~into a songwriter agreement with Eugene Gant,~~038~~ ~~common~~a ~~shares~~songwriter, inwhich provides for Mr. Gant’s employment as a staff writer on an exclusive basis to write musical compositions as works for hire for a period of two years from the ~~conversion~~date of ~~$700~~the ~~principal~~agreement. This agreement expired on June 15, 2014. The exclusive songwriter agreement with Eugene B. Settler dated June 16, 2012, provides for Mr. Settler’s employment as a staff writer on an exclusive basis to write musical compositions as works for hire for a period of five years from the date of the agreement. This agreement expired on June 16, 2017. During Mr. Gant’s and ~~$328~~Mr. Settler’s tenure as songwriters for the Company, the copyrights on their entire work product will belong to the Company, in ~~interest~~exchange ~~due~~for our assistance in exploiting and marketing these compositions and the payment of a writer’s fee to LGthem ~~Capital~~ranging ~~Funding,~~from ~~LLC~~10% atto $050% of the net amounts that we collect on these musical compositions.~~00171~~ ~~per~~The ~~share~~Company is entitled to the royalties for a period of 50 years from the date of the creation of any work for hire pursuant to such agreements. After the expiration of such 50-year period, asthe ~~calculated~~copyright ~~per~~on a musical composition reverts to the ~~loan~~songwriter ~~agreement~~or his heirs or assigns.

11NOTE 10 - EQUITY TRANSACTIONS

OnThe ~~June~~Company ~~13,~~has ~~2017~~authorized 10,000,000 ~~the~~shares ~~Company~~of ~~issued~~Preferred ~~638,926~~Stock ~~common~~and 140,000,000 shares inof ~~the~~Common ~~conversion~~Stock at par value of $~~740~~0.001. As ~~principal~~of ~~and~~June ~~$350~~30, in2018 ~~interest~~and ~~due~~December to31, LG2017, ~~Capital~~the ~~Funding~~Company had 29,890,066 ~~LLC~~shares atof ~~$0.00171~~common ~~per~~stock, ~~share~~and 2,090,000 aspreferred ~~calculated~~shares, ~~per~~issued ~~the~~and ~~loan~~outstanding, ~~agreement~~respectively.

On ~~June~~March 2721, 2017, the Company issued ~~670~~572,~~334~~476 shares of common ~~shares~~stock in the conversion of $12,~~245~~000 principal and $~~598~~834 in interest due to LG Capital Funding, LLC at $0.~~00275~~00495 per share, as calculated per the loan agreement.

On ~~July~~June 188, 2017, the Company issued ~~701~~603,~~519~~038 shares of common ~~shares~~stock in the conversion of $~~800~~700 principal and $~~396~~328 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement.

On ~~July~~June 2413, 2017, the Company issued ~~735~~638,~~903~~926 shares of common ~~shares~~stock in the conversion of $~~810~~740 principal and $~~404~~350 in interest due to LG Capital Funding, LLC at $0.~~00165~~00171 per share, as calculated per the loan agreement.

On ~~August~~June 327, 2017, the Company issued ~~775~~670,~~636~~334 shares of common ~~shares~~stock in the conversion of $~~850~~1,245 principal and $~~430~~598 in interest due to LG Capital Funding, LLC at $0.~~00165~~00275 per share, as calculated per the loan agreement.

On ~~August~~July 18, 2017, the Company issued ~~812~~701,~~860~~519 shares of common ~~shares~~stock in the conversion of $~~885~~800 principal and $~~456~~396 in interest due to LG Capital Funding, LLC at $0.~~00165~~00171 per share, as calculated per the loan agreement.

On August 25, 2017, the Company issued 852,841 common shares in the conversion of $1,080 principal and $562 in interest due to LG Capital Funding, LLC at $0.00193 per share, as calculated per the loan agreement.10

On ~~August~~July 3124, 2017, the Company issued ~~897~~735,~~810~~903 shares of common ~~shares~~stock in the conversion of $810 principal and $~~424~~404 in interest due to LG Capital Funding, LLC at $0.~~00138~~00165 per share, as calculated per the loan agreement.

On ~~September~~August 133, 2017, the Company issued ~~941~~775,~~854~~636 shares of common ~~shares~~stock in the conversion of $~~845~~850 principal and $~~450~~430 in interest due to LG Capital Funding, LLC at $0.~~00138~~00165 per share, as calculated per the loan agreement.

On ~~September~~August 2018, 2017, the Company issued ~~989~~812,~~403~~860 shares of common ~~shares~~stock in the conversion of $885 principal and $~~475~~456 in interest due to LG Capital Funding, LLC at $0.~~00138~~00165 per share, as calculated per the loan agreement.

~~NOTE~~On 10August -25, ~~SUBSEQUENT~~2017, ~~EVENTS~~the Company issued 852,841 shares of common stock in the conversion of $1,080 principal and $562 in interest due to LG Capital Funding, LLC at $0.00193 per share, as calculated per the loan agreement.

AsOn ~~per~~August ~~Note 7~~31, ~~the Company has entered into transactions with the related party~~2017, ~~IQ Acquisition (NY), Ltd, owned by Mr. Richards,~~ the ~~CEO of the~~ Company~~. IQ~~ ~~Acquisition~~issued ~~(NY)~~897,810 ~~Ltd,~~shares ~~the major shareholder~~ of ~~the~~common ~~Company,~~stock ~~has paid additional expenses on behalf of the Company~~ in the ~~amount~~conversion of $~~22,908~~810 ~~between~~principal and ~~October~~$424 1,in ~~2017~~interest ~~and~~due asto ofLG ~~the~~Capital ~~date~~Funding, ofLLC ~~the~~at ~~filing~~$0. ~~The~~00138 ~~advances~~per ~~are unsecured~~share, ~~payable~~as oncalculated ~~demand,~~per ~~and~~the ~~carry~~loan ~~no interest~~agreement.

On ~~October~~September 313, 2017, the Company issued 1941,~~038,870~~854 shares of common ~~shares~~stock in the conversion of $~~1,035~~ 845 principal and $~~565~~450 in interest due to LG Capital Funding, LLC at $0.~~00154~~00138 per share, as calculated per the loan agreement.

12On September 20, 2017, the Company issued 989,403 shares of common stock in the conversion of $885 principal and $475 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement.

On October 163, 2017, the Company issued 1,~~090~~038,~~032~~870 shares of common ~~shares~~stock in the conversion of $1,~~080~~ 035 principal and $~~599~~565 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement.

On October 1916, 2017, the Company issued 1,~~141~~090,~~941~~032 shares of common ~~shares~~stock in the conversion of $1,~~130~~ 080 principal and $~~629~~599 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement.

On ~~November~~October 619, 2017, the Company issued 1,~~201~~141,~~538~~941 shares of common ~~shares~~stock in the conversion of $1,~~180~~ 130 principal and $~~670~~629 in interest due to LG Capital Funding., LLC at $0.00154 per share, as calculated per the loan agreement.

13On November 6, 2017, the Company issued 1,201,538 shares of common stock in the conversion of $1,180 principal and $670 in interest due to LG Capital Funding. LLC at $0.00154 per share, as calculated per the loan agreement.

~~Item~~On 2.November ~~Management’s~~28, ~~Discussion~~2017, ~~and~~the ~~Analysis~~Company issued 1,262,260 shares of ~~Financial~~common ~~Condition~~stock ~~and~~in ~~Results~~the conversion of ~~Operations~~$2,325 principal and $1,354 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement.

~~The~~On ~~following~~December ~~discussion~~6, ~~and analysis should be read in conjunction with our financial statements~~2017, ~~including~~ the ~~notes~~Company ~~thereto,~~issued ~~appearing in this report and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans~~1,326,373 ~~estimates~~shares ~~and~~of ~~beliefs.~~common ~~Our~~stock ~~actual results could differ materially from those discussed~~ in the ~~forward~~conversion ~~looking~~of ~~statements. Factors that could cause or contribute to such differences include~~$2,435 principal ~~but~~and ~~are not limited to~~$1,431 ~~those discussed below and elsewhere~~ in ~~this~~interest ~~report.~~due ~~You~~to ~~should~~LG ~~not~~Capital ~~place undue certainty on these forward-looking statements, which apply only as of the date of this report~~Funding. We ~~believe~~LLC itat ~~is important to communicate our expectations~~$0.00292 ~~However~~per share, ~~our management disclaims any obligation to update any forward-looking statements whether~~ as acalculated ~~result~~per ofthe ~~new~~loan ~~information, future events or otherwise~~agreement.

~~These~~On ~~forward-looking~~December ~~statements~~14, ~~are~~2017, ~~based~~in onaccordance ~~our~~with ~~management’~~the Company's ~~current~~share ~~expectations~~subscription ~~and~~agreements ~~beliefs~~with ~~and~~the ~~involve~~Series ~~numerous~~B subscribers, ~~risks~~the ~~and~~Company ~~uncertainties~~issued ~~that~~2,090,000 ~~could~~shares ~~cause~~of ~~actual~~Series ~~results~~B topreferred ~~differ~~stock ~~materially~~to ~~from expectations. You should not rely upon these forward~~twenty-~~looking~~two ~~statements~~(22) asindividual ~~predictions~~subscribers offor ~~future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify~~ a ~~forward-looking~~total ~~statement~~cash byprocced ~~the use~~ of ~~the forward-terminology~~$515,000. ~~including~~Of ~~words~~the ~~such~~total ~~as “may”~~2, ~~“will”~~090,000 ~~“believes”~~shares, ~~“anticipates”~~1, ~~“estimates”~~210,000 ~~“expects”,~~shares ~~“continues”,~~were ~~“should”,~~issued ~~“seeks”,~~at ~~“intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology~~$0. ~~These~~30 ~~forward-looking~~per ~~statements relate to~~share, ~~among other things: our sales~~380,000 shares ~~results~~were ofissued ~~operations~~at ~~and~~$0.40 ~~anticipated~~per ~~cash flows; capital expenditures; depreciation and amortization expenses; sales~~share, ~~general~~ and ~~administrative~~the ~~expenses;~~remaining ~~our ability to maintain and develop relationship with our existing and potential future customers; and~~500,000 ~~our~~shares ~~ability~~were toissued ~~maintain~~for a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the ~~acceptance~~services ofprovided ~~our products in the marketplace~~ by ~~existing~~an ~~and~~individual ~~potential~~subscriber ~~customers;~~as disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competitioncompensation.

~~Astika~~On ~~Holdings,~~December ~~Inc.~~22, ~~a Florida corporation~~2017, ~~is refocusing and preparing to relaunch~~ the Company ~~through~~issued a2,009,595 ~~variety~~shares of ~~strategic~~common ~~acquisitions~~stock in the ~~textile,~~conversion ~~service, agricultural, and industrial sectors to complement and capture the next wave~~ of ~~growth companies from Asia and New Zealand. The initial planned target acquisitions from~~ the remaining ~~Nantong~~$3,665 ~~Region~~ in ~~China~~principal ~~are private companies which have been in business for over a decade with consistent track records of delivering revenue~~ and ~~earnings~~$2,193 ~~growth~~ in ~~the~~interest ~~textile~~due ~~and~~to ~~service~~LG ~~sectors~~Capital Funding. ~~The~~LLC ~~Company~~at ~~also has plans for agricultural “Green Future” initiatives into the Industrial Hemp sector and New Zealand Dairy sector~~$0. ~~The~~00291 ~~Holdings~~per ~~would become the primary operations and management believes that focusing our efforts on the acquisition of textile~~share, ~~service,~~as ~~agricultural,~~calculated ~~and~~per ~~industrial companies would represent~~ the ~~greatest~~loan ~~potential for shareholder return~~agreement. Rapid economic growth and increased foreign investment sector companies poised for accelerated growth with national modernization are the planned centerpieces for Astika Holdings in Asia and New Zealand.

~~Plan of Operation~~11

~~Astika~~NOTE ~~Holdings’~~11 ~~planned~~- ~~focus~~CONVERTIBLE PREFERRED is on a variety of strategic acquisitions in the textile, service, agriculture and industrial sectors to compliment and capture the next wave of growth companies from Asia and New Zealand. Astika plans on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure jurisdictions.STOCK

14In December 2017, the Company issued 1,210,000 shares of its Series B convertible preferred stock at a price per share of $0.30 for gross proceeds of $363,000 and issued 380,000 shares of its Series B convertible preferred stock at a price per share of $0.40 for gross proceeds of $152,000. In December 2017, the Company also issued 500,000 shares of its Series B convertible preferred stock to a third party as compensation, totally $160,000, for his consulting services. The Series B shareholders are entitled, at their option, at any time after the issuance of the Series B convertible preferred stock, to convert all or any lesser portion of their shares into the Company’s common stock at a conversion ratio 0.2 and at price of $1.59 per share.

Management believes there will be rapid economic growth and an increase in foreign investment sector companies poised for accelerated growth with national modernization are planned centerpieces for Astika Holdings in Asia. The ~~planned~~holders ~~initial~~of ~~acquisitions from~~ the ~~Nantong~~Series ~~Region,~~B ~~private~~convertible ~~companies,~~preferred ~~have~~stock ~~all been in business for over a decade and~~ have ~~consistent~~the ~~track~~following ~~records~~rights ~~of delivering revenue~~ and ~~earnings growth.~~ privileges:

~~Astika's~~Optional ~~ongoing~~Conversion strategy through opportunistic high growth sector planned acquisitions include the dredging sector in the Nantong region of China and the Company's agriculture 'Green Future' planned initiatives into the Industrial Hemp sector. As global demand for hemp is increasing, the Company's existing relationships with China coupled with New Zealand infrastructure for seed production and food processing along with New Zealand's temperate climate and ideal soils offers Astika a position to capture the added value and economic benefits that this opportunity presents.Rights

~~Astika's~~Each ~~entrance~~share ~~into~~of ~~the~~Series ~~Industrial~~B ~~Hemp~~convertible ~~sector~~preferred stock is inconvertible ~~conjunction~~at ~~with~~the ~~Astika's~~option of ~~commitment~~the toholder ~~acquisitions~~into ~~and~~0.2 ~~development~~share of ~~agriculture~~common instock ~~Asia~~ and ~~New~~at ~~Zealand~~price ~~with~~of ~~the~~$1.59 ~~New~~per ~~Zealand~~share. ~~Dairy~~The ~~Sector.~~conversion ~~There~~price ~~are~~per ~~large~~share ~~rural~~for ~~areas~~the ~~and~~convertible ~~dairy~~preferred ~~farmers~~stock ~~eager~~shall tobe ~~work~~adjusted ~~with~~for ~~Mark~~certain ~~Richards~~recapitalizations, ~~the~~splits, ~~President of Astika~~combinations, tocommon ~~potentially~~stock ~~acquire~~dividends ~~and~~or ~~grow~~as ~~their~~set forth ~~operating~~in ~~dairy~~the ~~farms.~~Company’s ~~The~~amended ~~food~~and ~~service~~restated ~~sector~~certificate isof ~~intended~~incorporation. toAs ~~benefit~~of ~~the~~June 30, ~~future~~2018, none of ~~Astika's~~the ~~shareholders~~Series ~~along~~B ~~with~~convertible ~~the~~preferred ~~Asian,~~stock ~~New~~has ~~Zealand~~been ~~and~~converted ~~World~~to ~~Markets.~~common stock.

~~Results~~Voting ~~of Operations for the Three and Nine Months Ended September 30, 2017 Compared to the Three and Nine Months Ended September 30, 2016~~Rights

~~Revenues.~~Each ~~The~~share ~~Company’s~~of ~~revenues~~convertible ~~were~~preferred $stock has 0.2 ~~for~~votes ~~the~~equal ~~three-month~~to ~~and~~the ~~nine-month~~number ~~periods~~of ~~ended~~shares ~~September~~of ~~30,~~common ~~2017~~stock ~~and~~into which ~~September~~it ~~30,~~is ~~2016~~convertible.

~~Selling,~~Redemption General and Administrative Expenses. Selling, general and administrative expenses for the three months ended September 30, 2017 were $28,865 as compared to $1,350 for the three months ended September 30, 2016, and $91,330 for the nine months ended September 30, 2017 as compared to $11,501 for the nine months ended September 30, 2016. General and administrative expenses increased due to the Company’s efforts to get current with its compliance obligations and additional consulting fees related to the Company’s new business plan.Rights

~~Liquidity~~There ~~and~~are ~~Capital~~no ~~Resources~~redemption rights afforded to the holders of convertible preferred stock. Upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, the convertible preferred stock is contingently redeemable.

WeThe ~~measure~~holders ~~our~~of ~~liquidity~~the inSeries aB ~~number~~convertible ofpreferred ~~ways,~~stock ~~including~~are not entitled to receive dividends and have same liquidation rights that are possessed by the ~~following:~~holders of the Company’s common stock.

	As of September 30, 2017		As of December 31, 2016
Cash	$	-	$	-
Working Capital		(238,259)		(164,632)
Debt (current)		238,259		164,632

The Company evaluated whether or not the Series B convertible preferred stock above contained embedded conversion options, which meet the definition of derivatives under ASC Topic 815. The Company concluded that since the above convertible preferred shares had a fixed conversion rate, the convertible preferred shares were not derivative instruments.

~~From~~The ~~January~~convertible ~~13,~~preferred ~~2011~~shares ~~(inception)~~were ~~through~~analyzed ~~September~~to ~~30,~~determine ~~2017,~~if wethe ~~raised~~convertible apreferred ~~total~~shares ofhave ~~$123,500~~an embedded ~~from~~beneficial ~~the~~conversion ~~issuance~~feature of(BCF). ~~common~~Based ~~stock~~on ~~and~~this analysis, the ~~conversion~~Company ofconcluded ~~Series~~that Athe ~~Convertible~~effective ~~Preferred~~conversion ~~Stock~~price ~~into~~was ~~shares~~greater ofthan ~~common~~the ~~stock.~~fair Wevalue ~~have~~of ~~not~~the ~~raised~~Company’s ~~any~~common ~~additional~~stock ~~capital~~on ~~since~~ the ~~completion~~issuance ofdates ~~our~~and ~~public~~therefore ~~offering~~no inBCF ~~fall~~was ~~of 2012~~recorded.

15The Company recorded its convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The total fair value of the convertible preferred stock on the date of issuance and as of June 30, 2018 was $201,809. As of June 30, 2018, total 2,090,000 shares of Series B convertible preferred stock authorized, issued and outstanding.

~~The~~NOTE ~~Company~~12 ~~has~~- ~~not~~SUBSEQUENT yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.EVENTS

InThe ~~order to continue as a going concern, the~~ Company ~~will~~has ~~need,~~evaluated ~~among~~subsequent ~~other~~events ~~things,~~that ~~additional~~have ~~capital~~occurred ~~resources.~~after Management’s plans focus is on a variety of strategic acquisitions in service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.’s business. The Company is positioning to capture the ~~next~~date ~~wave~~ of ~~growth companies from Asia. As~~ the ~~centerpieces~~balance ~~for~~sheet ~~Astika~~through ~~Holdings in Asia,~~ the ~~focus~~date isof issuance onof ~~rapid~~these economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization. Astika’s planned focus is also on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial ~~management~~statements and ~~operating~~determined inthat ~~secure.~~no tosubsequent ~~obtain~~event ~~such~~requires ~~resources~~recognition ~~for~~or ~~the~~disclosure ~~Company include (i) obtaining capital from management and significant stockholders sufficient~~ to ~~meet its minimal operating expenses; (ii) obtaining funding from outside sources through~~ the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty~~.

~~Impact of Inflation~~12

WeItem ~~believe that the rate of inflation has had negligible effect on our operations~~2. WeManagement’s ~~believe~~Discussion weand ~~can~~Analysis ~~absorb~~of ~~most,~~Financial ifCondition ~~not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary~~ and byResults ~~operating our Company in the most efficient manner possible.~~of Operations

~~Net~~The ~~Cash~~following ~~Used~~discussion and analysis should be read in ~~Operating~~conjunction ~~Activities~~with our financial statements, including the notes thereto, appearing in this report and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

WeThese ~~experienced~~forward-looking ~~zero~~statements ~~cash~~are ~~flow~~based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from ~~operating~~expectations. You ~~activities~~should ~~during~~not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the ~~nine~~events or ~~months~~circumstances ~~ended~~reflected ~~September~~in 30these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, ~~2017~~including words such as ~~compared~~“may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, ~~zero~~among other things: our sales, results of operations and anticipated cash ~~flow~~flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from ~~operating~~those ~~activities~~projected ~~during~~in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the ~~nine~~acceptance ~~months~~of ~~ended~~our ~~September~~products 30in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, ~~2016~~government mandates; and, the continued employment of our key personnel and other risks associated with competition.

~~Net Cash Used in Investing Activities~~Overview

~~The~~Astika ~~net~~Holdings, ~~cash~~Inc. ~~used~~was inincorporated ~~investing~~under ~~activities~~the ~~during~~laws of the ~~nine~~State ~~months~~of ~~ended~~Florida ~~September~~on 30January 13, ~~2017~~2011. We are refocusing and ~~2016~~preparing ~~was~~to $0relaunch the Company through a variety of strategic acquisitions in the textile, service, agricultural, and industrial sectors to complement and capture the next wave of growth companies from Asia and New Zealand.

~~Net~~Results ~~Cash~~of ~~Provided~~Operations byfor ~~Financing~~the ~~Activities~~Three and Six Months Ended June 30, 2018 Compared to the Three and Six Months Ended June 30, 2017

~~Net cash provided by financing activities during the nine month period ended September 30, 2017 was $0, and $0 during the nine month period ended September 30, 2016.~~Revenues

~~Availability~~The ofCompany’s ~~Additional~~revenues ~~Funds~~were $0 for the three-month and six-month periods ended June 30, 2018 and June 30, 2017.

~~Based~~General ~~on our working capital deficit as of September 30, 2017~~ and ~~zero~~Administrative revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through December 2017.Expenses

16General and administrative expenses for the three months ended June 30, 2018 were $7,667 as compared to $45,165 for the three months ended June 30, 2017, and $19,283 for the six months ended June 30, 2018 as compared to $62,465 for the six months ended June 30, 2017. General and administrative expenses decreased due to the lower consulting expenditure associated with the Company’s acquisition and financing activities.

~~Critical~~Liquidity ~~Accounting Policies~~ and ~~Estimates~~Capital Resources

~~Our~~The ~~unaudited~~Company ~~interim~~has ~~financial~~had ~~statements~~only nominal operations and ~~accompanying~~does ~~notes~~not have ~~been~~any ~~prepared~~cash ingenerated ~~accordance~~from business ~~with United States generally accepted accounting principles applied on a consistent basis~~operations. We ~~The~~funded ~~preparation~~our ofoperating ~~unaudited~~expenses ~~interim~~by ~~financial~~issuing ~~statements~~notes ~~in conformity with United States generally accepted accounting principles requires management~~ to ~~make~~related ~~estimates~~ and ~~assumptions~~unrelated ~~that~~parties ~~affect~~and ~~the~~borrowing ~~reported~~loans ~~amounts~~from ofour ~~assets~~related ~~and~~parties. ~~liabilities,~~During the ~~disclosure~~year ofended ~~contingent~~December ~~assets~~31, ~~and~~2017, ~~liabilities~~we atalso ~~the~~issued ~~date~~convertible ofpreferred ~~the~~stock ~~unaudited~~for ~~interim~~gross proceeds ~~financial statements and the reported amounts~~ of ~~revenues~~$515,000. Our ~~and~~plan ~~expenses~~is ~~during~~to ~~the~~obtain ~~reporting~~financing ~~periods. Actual results could differ~~ from ~~these~~various ~~estimates.~~investors ~~Our significant estimates~~ and ~~assumptions~~complete ~~include amortization, the fair value of~~ our ~~stock,~~acquisition ~~and the valuation allowance relating to the Company’s deferred tax assets~~project.

~~Material Commitments~~13

~~There~~ As ~~were~~of noJune ~~material~~30, ~~commitments~~2018 ~~during~~and ~~the~~December ~~nine~~31, ~~months~~2017, ~~ended~~we ~~September~~had ~~30,~~working ~~2017,~~capital ~~except~~deficits asof ~~disclosed~~$88,518 inand ~~note~~$111,301, 8respectively.

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In ~~August~~order ~~2014~~to continue as a going concern, the ~~FASB~~Company ~~issued~~will ~~ASU~~need, ~~No.~~among ~~2014-15~~other things, ~~Disclosure~~additional capital resources. Management’s plans focus is on a variety of ~~Uncertainties~~strategic ~~About~~acquisitions anin ~~Entity’s~~service, ~~Ability~~agriculture and industrial companies to ~~Continue~~compliment asand agrow ~~Going~~Astika ~~Concern~~Holdings, Inc.’s business. The ~~amendments~~Company ~~require~~is ~~management~~positioning to ~~perform~~capture ~~interim~~the next wave of growth companies from Asia. As the centerpieces for Astika Holdings in Asia, the focus is on rapid economic growth and ~~annual~~increased ~~assessments~~foreign ofinvestment ansector ~~entity~~companies which management believes is poised for accelerated economic growth with national modernization. Astika’s ~~ability~~planned tofocus ~~continue~~is asalso aon ~~going~~adding ~~concern~~value ~~and~~through ~~provides~~successful ~~guidance~~project ondevelopment, ~~determining~~efficient ~~when~~operations, and ~~how~~opportunistic toacquisitions ~~disclose~~while ~~going~~maintaining ~~concern~~a ~~uncertainties~~low inrisk ~~the~~profile through project diversification, astute financial management ~~statements.~~and ~~The~~operating ~~standard~~in ~~applies~~secure. to ~~all~~obtain ~~entities~~such ~~and~~resources isfor ~~effective~~the ~~for~~Company ~~annual~~include (i) obtaining capital from management and ~~interim~~significant ~~reporting~~stockholders ~~periods~~sufficient ~~ending~~to ~~after~~meet ~~December~~its ~~15,~~minimal ~~2016,~~operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with ~~early~~or ~~adoption~~acquisition ~~permitted~~of an existing operating company. ~~The~~However, ~~Company~~management ~~has~~cannot ~~evaluated~~provide ~~the~~any ~~impact~~assurances that ~~this~~the ~~new~~Company ~~guidance~~ will ~~have~~be onsuccessful in accomplishing any of its plans. The accompanying financial statements, ~~and~~do ~~has~~not ~~included~~include ~~the~~any ~~appropriate~~adjustments ~~disclosures~~that inmight ~~Note~~result 2from the outcome of this uncertainty.

~~The~~Net ~~Company~~Cash ~~has~~Used ~~reviewed~~in ~~all~~Operating ~~recent accounting pronouncements and, other than shown above, has determined that it is unlikely that any will have a material impact on its financial position or results of operations.~~Activities

~~Off~~Net ~~Balance~~cash ~~Sheet~~provided ~~Arrangements~~by operating activities was $31,693 for the six months ended June 30, 2018 due to the decrease in prepaid expense of $42,101. Net cash used in operating activities was $0 for the six months ended June 30, 2017.

AsNet ofCash ~~September~~Used ~~30,~~in ~~2017,~~Investing ~~we had no off balance sheet arrangements.~~Activities

~~Item~~The 3.net ~~Quantitative~~cash ~~and~~used ~~Qualitative~~in ~~Disclosures~~investing ~~about~~activities ~~Market~~during ~~Risk~~the six months ended June 30, 2018 and 2017 was $0.

~~Disclosure~~Net ~~under~~Cash ~~this~~Provided ~~section~~by isFinancing ~~not required for a smaller reporting company.~~Activities

~~Item~~Net 4cash used in financing activities during the six months ended June 30, 2018 was $31,693 due to payback of a related party’s loan in the amount of $42,101. ~~Controls~~Net ~~and~~cash ~~Procedures~~provided by financing activities during the six months ended June 30, 2017 was $0.

WeAvailability ~~maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act~~ of ~~1934~~Additional (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.Funds

17Based on our working capital deficit as of June 30, 2017 and zero revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through December 2018.

AsCritical ~~required~~Accounting byPolicies ~~SEC Rule 13a-15(b), we carried out an evaluation, under the supervision~~ and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at September 30, 2017. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.Estimates

~~Changes~~Our unaudited interim financial statements and accompanying notes have been prepared in ~~Internal~~accordance ~~Control~~with United ~~Over~~States ~~Financial~~generally ~~Reporting~~accepted accounting principles applied on a consistent basis. The preparation of unaudited interim financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.14

~~/s/~~Material ~~Mark W. Richards~~Commitments

~~Mark~~There W.was ~~Richards~~no material commitment during the three months ended June 30, 2018.

~~CEO,~~Recent ~~President,~~Accounting ~~CFO and Treasurer~~Pronouncements

18In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Revenue from Contracts with Customers (Topic 606). ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company will adopt the provisions of ASU 2018-07 in the quarter beginning January 1, 2019. The adoption of ASU 2018-07 is not expected to have a material impact on the Company’s financial statement presentation or disclosures.

~~PART~~Management IIdoes ~~OTHER~~not ~~INFORMATION~~believe that any other recently issued, but not yet effective accounting pronouncements will have a material effect on the accompanying financial statements.

~~Item~~Off 1.Balance ~~Legal~~Sheet ~~Proceedings~~Arrangements

~~None~~As of June 30, 2018, we had no off-balance sheet arrangements.

Item 23. ~~Unregistered~~Quantitative ~~Sales of Equity Securities~~ and ~~Use~~Qualitative ofDisclosures ~~Proceeds.~~about Market Risk

~~None~~Disclosure under this section is not required for a smaller reporting company.

Item 34. ~~Defaults~~Controls ~~Upon~~and ~~Senior Securities~~Procedures

~~None~~We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~Item~~As 4required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. ~~Mine~~Based ~~Safety~~on ~~Disclosures~~the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at June 30, 2018. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

~~Not~~Management's ~~applicable.~~Remediation Initiatives

~~Item~~In 5.an ~~Other~~effort ~~Information~~to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

~~None~~▪ We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us. ▪ Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.

~~Item~~Changes 6.in ~~Exhibits~~Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (ad) ~~Exhibits~~of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Exhibit No.		Description
31.1		302 Certification - Mark W. Richards
32.1		906 Certification - Mark W. Richards

~~(b)~~PART ~~Reports~~II ofOTHER ~~Form 8-K~~INFORMATION

~~None~~Item 1. Legal Proceedings

19None.

~~SIGNATURES~~Item 1A. Risk Factors

~~Pursuant~~A tosmaller ~~the~~reporting ~~requirements~~company ofis ~~the~~not ~~Securities~~required ~~Exchange~~to ~~Act~~provide ~~of 1934,~~ the ~~registrant~~information ~~has~~required ~~duly~~by ~~caused~~ this ~~report to be signed on its behalf by the undersigned thereunto duly authorized~~Item.

~~ASTIKA~~Item ~~HOLDINGS,~~2. ~~INC~~Unregistered Sales of Equity Securities and Use of Proceeds.

~~DATE: November 13, 2017~~None.

~~By:~~Item ~~/s/ Mark W~~3. ~~Richards~~Defaults Upon Senior Securities

~~Mark W~~None. ~~Richards~~

~~Chairman,~~Item ~~President,~~4. ~~Chief~~Mine ~~Executive~~Safety ~~Officer~~Disclosures

~~and~~Not ~~Treasurer (Principal Accounting Officer~~applicable.

~~and~~Item ~~Authorized~~5. ~~Officer)~~Other Information

20None.

~~Astika Holdings, Inc.~~16

~~Index~~Item to6. Exhibits

Exhibit No.	Description	~~Description~~
31.1	302 Certification - Mark W. Richards	~~302 Certification - Mark W. Richards~~
32.1	906 Certification - Mark W. Richards	~~906 Certification - Mark W. Richards~~
101 INS	XBRL Instance Document*
101 SCH	XBRL Schema Document*
101 CAL	XBRL Calculation Linkbase Document*
101 LAB	XBRL Labels Linkbase Document*
101 PRE	XBRL Presentation Linkbase Document*
101 DEF	XBRL Definition Linkbase Document*

2117

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ASTIKA HOLDINGS, INC.

DATE: May 9, 2019

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

Filing Compare · ASTIKA HOLDINGS INC.