| BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION Organization and Description of Business Asta Holdings, Corp. ("Asta," "the Company," "our" or "we") was incorporated in Nevada in 2013 for the purpose of operating a yacht repair and maintenance business in the Russian Federation. Effective November 21, 2014, Uladzimir Astafurau, the Company's President, Treasurer, Secretary, sole director and the holder of approximately 77.5% of the Company's outstanding common stock, entered into and closed on a Stock Purchase Agreement (the "Stock Purchase Agreement") with George Furlan. Pursuant to the terms of the Stock Purchase Agreement, Mr. Astafurau sold and Mr. Furlan purchased 7,500,000 shares of the Company's common stock, in exchange for Mr. Furlan's payment of $150,000 to Mr. Astafurau (the "Stock Purchase"). In addition, effective November 21, 2014, Mr. Astafurau agreed to release the Company and Mr. Furlan from any stockholder loan that was owed by the Company to Mr. Astafurau. In connection with the Stock Purchase, effective November 21, 2014, Mr. Astafurau resigned as the Company's President, Treasurer, Secretary and sole director. Effective November 21, 2014, the Board appointed Mr. Furlan as the Company's President, Secretary and sole director.
As previously disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on March 26, 2015, the Company entered into a merger and exchange agreement (the "Agreement") with CSA Acquisition Subsidiary, LLC (the "Acquisition Subsidiary") and CSA LLC ("CSA") effective March 25, 2015 (the "Effective Date"). CSA is a leading comprehensive security solutions provider catering to businesses in the licensed cannabis industry. As security industry experts headquartered in Denver Colorado, CSA has expanded its operations to serve the increasing number of state licensed cannabis cultivators, processors, infused products manufacturers, and retailers in the United States. Pursuant to the terms of the Agreement, as of the Effective Date, the Company appointed Daniel C. Williams to serve as its president. Also pursuant to the terms of the Agreement, at the effective time of the merger, the Acquisition Subsidiary will be merged with and into CSA, with CSA surviving the merger. In addition, on the closing date, (i) the members who collectively own 100% of the issued and outstanding units of CSA will transfer to Asta an aggregate of 1,125,000 units, representing all of CSA's units, and (ii) the Company will issue to the CSA members an aggregate of 5,054,457 shares of its common stock in exchange for the CSA units transferred. The closing will take place three business days after all of the closing conditions discussed below have been satisfied or waived; provided, however, The consummation of the transactions contemplated by the Agreement is subject to certain customary conditions, including, among others, the accuracy of the representations and warranties. In addition, the Agreement is subject to the following closing conditions:
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The Company shall have raised at least $1,100,000 via the sale of its preferred stock as contemplated in the Agreement,
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The Company shall effect a forward split of its common stock at a ratio of 1-to-13.8,
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The Company shall have received the 2014 and 2013 CSA audited financial statements in form satisfactory to us,
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The CSA members and certain of its stockholders shall have entered into a market stand-off agreement in a form satisfactory to us and to CSA,
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The Company shall have amended its articles of incorporation to change its name to "CSA Holdings, Inc.", authorize 300,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share and designate 1,500,000 shares of Parent Preferred Stock as Series A Preferred Stock;
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The Company shall have hired a Chief Operating Officer,
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George Furlan, its Director and controlling shareholder shall have cancelled 7,485,508 shares of its common stock;
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The Company shall have changed its fiscal year end to December 31st;
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The parties shall have received the written consent of the CSA members authorizing the exchange of CSA units for shares of its common stock; and
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CSA shall have completed the repurchase of 125,000 of its Units from certain of its members as provided for in the Agreement. Presentation The consolidated balance sheets of the Company as of April 30, 2015, the related consolidated statements of operations for the three months ended April 30, 2015 and 2014 and the nine months ended April 30, 2015 and 2014, and the consolidated statements of cash flows for the nine months ended April 30, 2015 and 2014, (the financial statements) include all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the three months ended April 30, 2015 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this quarterly report on Form 10-Q should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended July 31, 2014.
Principles of Consolidation The accompanying consolidated financial statements include the accounts and transactions of ASTA Holdings, Corp. and its subsidiary from the date of the incorporation of the subsidiary on Febraury 19, 2015. All intercompany transactions have been eliminated in consolidation. Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of $84,358 as of April 30, 2015 and further losses are anticipated in the development of its business and has working capital and stockholders' deficits, which raises substantial doubt about its ability to continue as a going concern. Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. We are currently seeking potential assets, property, or business to acquire. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. Development Stage Company The Company is in the development stage as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-205 "Development-Stage Entities," and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders' equity and cash flows disclosed activity since the date of our inception (December 20, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures have not been included in these financial statements. 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. Financial Instruments Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification ("ASC") 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs which reflect a reporting entity's own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. The recorded amounts of financial instruments, including accounts payable and loan from shareholder approximate their market values as of April 30, 2015 due to the short term maturities of these financial instruments. Impairment of Long-Lived Assets The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during three and nine month periods ended April 30, 2015 and 2014. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC 718," Compensation – Stock Compensation", when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options As of April 30, 2015 the Company has not issued any stock-based payments to its employees. Basic and Diluted Income (Loss) Per Share The Company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during the three and nine month periods ended April 30, 2015 and 2014. Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. |
