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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 April 30, 2015

OR

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

For the transition period from ____________ to____________

Commission File No. 333-193153

ASTA HOLDINGS, CORP.
(Exact Name of Registrant as Specified in Its Charter)
 Nevada
68-0683334
(State or other jurisdiction of  incorporation or organization)
(I.R.S. Employer Identification No.)

330 Clematis Street, Suite 217 West Palm Beach, FL
33401
(Address of Principal Executive Offices
(Zip Code)

561-514-0936
(Registrant's Telephone Number, Including Area Code)

N/A
 (Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [  ]
Accelerated filer [  ]
 
 
Non-accelerated filer [  ]
Smaller reporting company [X]
(Do not check if a smaller reporting company)
 

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  June 19, 2015 – 9,680,000 shares of common stock.
 

 
INDEX
 
   
Page
PART I
     
Item 1
4
     
 
     
 
     
 
     
 
     
Item 2
12 
     
Item 3
14 
     
Item 4
14 
     
PART II
15 
     
Item 1
15 
     
Item 1A
15 
     
Item 2
15 
     
Item 3
15 
     
Item 4
15 
     
Item 5
15 
     
Item 6
15 
     
  16 

 

FORWARD-LOOKING STATEMENTS
 
This Form 10-Q contains certain forward-looking statements that we believe are within the meaning of the federal securities laws. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements, including the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our strategy, future operations, future expectations or future estimates, financial position and objectives of management. Those statements in this Form 10-Q containing the words "believes," "anticipates," "plans," "expects" and similar expressions constitute forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties.
 
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate and actual results may differ from those indicated by the forward-looking statements included in this Form 10-Q. In light of the significant uncertainties inherent in the forward-looking statements included in this Form 10-Q, you should not consider the inclusion of such information as a representation by us or anyone else that we will achieve such results. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.
 
 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements
 
ASTA HOLDINGS, CORP.
 
CONDENSED BALANCE SHEETS
 
As of April 30, 2015 and July 31, 2014
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
April 30,
   
July 31,
 
 
 
2015
   
2014
 
 
 
(Unaudited)
   
 
ASSETS
 
   
 
CURRENT ASSETS:
 
   
 
    Cash
 
$
-
   
$
10,010
 
             Total Current Assets
   
-
     
10,010
 
 
               
TOTAL ASSETS
 
$
-
   
$
10,010
 
 
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
 
               
CURRENT LIABILITIES:
               
     Accounts payable
 
$
6,058
   
$
-
 
     Loans from shareholder
   
35,350
     
10,100
 
             Total Current Liabilities
   
41,408
     
10,100
 
 
               
             Total Liabilities
   
41,408
     
10,100
 
 
               
Commitments and Contingencies
               
 
               
STOCKHOLDERS' DEFICIT:
               
     Common stock, $0.001 par value; 75,000,000 shares authorized;
               
       9,680,000 shares issued and outstanding at April 30, 2015 (unaudited) and July 31, 2014
   
9,680
     
9,680
 
       Additional paid-in capital
   
33,270
     
19,620
 
       Retained deficit
   
(84,358
)
   
(29,390
)
             Total Stockholders' Deficit
   
(41,408
)
   
(90
)
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
-
   
$
10,010
 
 
See accompanying notes to condensed unaudited financial statements.
4

ASTA HOLDINGS, CORP.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months and Nine Months Ended April 30, 2015 and 2014
 
(Unaudited)
 
   
   
 
 
 
   
   
   
 
 
 
   
   
   
 
 
 
Three Months Ended
   
Nine Months Ended
 
 
 
April 30,
   
April 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
Revenues
 
$
-
   
$
2,000
   
$
-
   
$
2,000
 
 
                               
Gross revenues
   
-
     
2,000
     
-
     
2,000
 
 
                               
Operating Expenses:
                               
    General and administrative expenses
   
32,463
     
8,347
     
54,968
     
15,478
 
 
                               
    Total operating expenses
   
32,463
     
8,347
     
54,968
     
15,478
 
 
                               
Loss from Operations
   
(32,463
)
   
(6,347
)
   
(54,968
)
   
(13,478
)
 
                               
Loss before Income Taxes
   
(32,463
)
   
(6,347
)
   
(54,968
)
   
(13,478
)
 
                               
Provisions for Income Taxes
   
-
     
-
     
-
     
-
 
 
                               
Net (Loss)
 
$
(32,463
)
 
$
(6,347
)
 
$
(54,968
)
 
$
(13,478
)
 
                               
Net (Loss) Per Share:
                               
      Basic and Diluted
 
$
(0.00)
 
*
 
$
(0.00)
 
*
 
$
(0.00)
 
*
 
$
(0.00)
 
*
 
                               
Weighted Average Shares Outstanding
                               
      Basic and Diluted
   
9,680,000
     
7,982,222
     
9,680,000
     
7,686,447
 
 
                               
* denotes a loss of less than $(0.01) per share.
                               
 
 
See accompanying notes to condensed unaudited financial statements.
 
5

ASTA HOLDINGS, CORP.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Nine Months Ended April 30, 2015 and 2014
 
(Unaudited)
 
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
Nine Months Ended
 
 
 
April 30,
 
 
 
2015
   
2014
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
   
 
     Net (loss) from operations
 
$
(54,968
)
 
$
(13,478
)
     Adjustments to reconcile net (loss) to net cash used
               
          in operating activities:
   
-
     
-
 
          Changes in operating assets and liabilities:
               
             Increase/(decrease) in accounts payable
   
6,058
     
(325
)
 
               
             Net cash (used) by operating activities
   
(48,910
)
   
(13,803
)
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
     Proceeds from sale of common stock
   
-
     
21,800
 
     Increase in loan from shareholder
   
38,900
     
-
 
 
               
             Net cash from financing activities
   
38,900
     
21,800
 
 
               
             Net increase (decrease) in cash
   
(10,010
)
   
7,997
 
 
               
CASH AT BEGINNING PERIOD
   
10,010
     
7,594
 
 
               
CASH AT END OF PERIOD
 
$
-
   
$
15,591
 
 
               
SUPPLEMENTAL CASH FLOW INFORMATION:
               
     Cash paid for interest
 
$
-
   
$
-
 
     Cash paid for income taxes
 
$
-
   
$
-
 
 
               
NON-CASH TRANSACTIONS
               
     Gain on forgiveness of loan from former shareholder
 
$
13,650
   
$
-
 

See accompanying notes to condensed unaudited financial statements.
 
6

ASTA HOLDINGS, CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2015
(Unaudited)

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, that if the closing has not occurred by June 30, 2015 and no material breach of the Agreement has occurred, the Company or CSA may terminate the Agreement.

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:

·
The Company shall have raised at least $1,100,000 via the sale of its preferred stock as contemplated in the Agreement,
·
The Company shall effect a forward split of its common stock at a ratio of 1-to-13.8,
·
The Company shall have received the 2014 and 2013 CSA audited financial statements in form satisfactory to us,
·
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,
·
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;
·
The Company shall have hired a Chief Operating Officer,
·
George Furlan, its Director and controlling shareholder shall have cancelled 7,485,508 shares of its common stock;
·
The Company shall have changed its fiscal year end to December 31st;
·
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
·
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.
7

ASTA HOLDINGS, CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2015
(Unaudited)
 
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 February 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.

8

ASTA HOLDINGS, CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2015
(Unaudited)
 
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.

9

ASTA HOLDINGS, CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2015
(Unaudited)
Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements upon adoption.

Update No. 2014-09—Revenue from Contracts with Customers (Topic 606)

Section A — Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40)

Section B — Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables

Section C — Background Information and Basis for Conclusion

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

For a public entity, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Due to lack of revenues in the periods presented, the Company believes the effects of this guidance will have no material effect on our financial position, results of operations or cash flows upon adoption.

NOTE 3 – RISKS AND UNCERTAINTIES
 
At April 30, 2015, the Company had limited operations and is working towards completion of its acquisition of CSA as discussed in Note 1. The Company is subject to risks and uncertainties, including completion of its acquisition of CSA, new product development, actions of competitors, reliance on the knowledge and skills of its employees to be able to service customers, and availability of sufficient capital and a limited operating history.
 
NOTE 4 – STOCKHOLDERS' DEFICIT
 
Common stock

The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share.

On July 22, 2013 the Company issued 7,500,000 shares of its common stock at $0.001 per share for total proceeds of $7,500.

In April 2014, the Company issued 2,180,000 shares of its common stock at $0.01 per share for total proceeds of $21,800.

As of April 30, 2015, the Company has 9,680,000 shares issued and outstanding.
 
Additional Paid in Capital
 
Under the terms of the Stock Purchase agreement discussed in Note 1, effective November 21, 2014, Mr. Astafurau agreed to forgive the balance of the stockholder loan that was owed by the Company to Mr. Astafurau. The gain on the forgiveness of Mr. Astafurau' s $13,650 loan to the Company has been recognized as additional paid in capital.
10


ASTA HOLDINGS, CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2015
(Unaudited)
NOTE 5 – INCOME TAXES

As of April 30, 2015 the Company had net operating loss carry forwards of $84,358 that may be available to reduce future years' taxable income through 2035. Following the Company's change in ownership effective November 21, 2014 the use of this tax loss may be limited on an annual basis. Further annual limitations on the use of these carried forward losses may also arise if, and when, the merger with CSA LLC is completed. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a 100% valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
 
NOTE 6 – RELATED PARTY TRANSACTIONS

In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders.  Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  

The Company has received a short term loan from its former officer and majority shareholder in the amount of $13,650 that was forgiven and the Company's gain on the forgiveness of this loan was recognized as additional paid capital for the period ended April 30, 2015.

The Company currently utilizes office space on a rent-free basis while it is in the process of closing on its acquisition of CSA. The Company intends to relocate its corporate offices to Colorado where CSA's headquarters are located. Management deemed the rent-free space to be of nominal value.

The Company's president and majority shareholder had loaned or paid expenses on behalf of the Company in the amount of $35,350 as of April 30, 2015. These loans or advances are non-interest bearing and are due upon demand.

NOTE 7 – SUBSEQUENT EVENT

The Company has evaluated subsequent events pursuant to ASC 855 and has determined that there were no reportable subsequent events.
 
11

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

General

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, that if the closing has not occurred by June 30, 2015 and no material breach of the Agreement has occurred, the Company or CSA may terminate the Agreement.

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:

·
We shall have raised at least $1,100,000 via the sale of our preferred stock as contemplated in the Agreement,
·
We shall effect a forward split of our common stock at a ratio of 1-to-13.8,
·
We shall have received the 2014 and 2013 CSA audited financial statements in form satisfactory to us,
·
The CSA members and certain of our stockholders shall have entered into a market stand-off agreement in a form satisfactory to us and to CSA,
·
We shall have amended our articles of incorporation to change our 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;
·
We shall have hired a Chief Operating Officer,
·
George Furlan, our Director and controlling shareholder shall have cancelled 7,485,508 shares of our common stock;
·
We shall have changed our fiscal year end to December 31st;
·
The parties shall have received the written consent of the CSA members authorizing the exchange of CSA units for shares of our common stock; and
·
CSA shall have completed the repurchase of 125,000 of its Units from certain of its members as provided for in the Agreement.

Plan of Operation

To date, our business operations have been limited to primarily, the development of a business plan, the completion of sales of our common stock, discussing the offers of yacht maintenance services with potential customers, and the signing of the service agreement with Inturia, Ltd., a private Russian company.  Upon completion of our planned acquisition of CSA, we will continue CSA's business.

Results of Operations

Three Months Ended April 30, 2015 Compared to Three Months Ended April 30, 2014

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We had no revenues for the three months ended April 30, 2015 and 2014. Our operating expenses for the quarter ended April 30, 2015, were $32,463, as compared to $8,347 during the three months ended April 30, 2014. This increase was due to the increase in fees for professional services and related expenses in connection with our planned acquisition of CSA and for the filing of our reports with the SEC.
 
We had a net loss of $32,463 for the quarter ended April 30, 2015, as compared to a net loss of $6,347 for the comparable period in 2014. This increase was due principally to the increase in fees for professional services and related expenses in connection with our planned acquisition of CSA and for the filing of our reports with the SEC.

Nine Months Ended April 30, 2015 Compared to Nine Months Ended April 30, 2014
We had no revenues for the nine months ended April 30, 2015 and 2014. Our operating expenses for the nine months ended April 30, 2015 were $54,968, as compared to $15,478 during the nine months ended April 30, 2014. This increase was due to the increase in fees for professional services and related expenses in connection with our planned acquisition of CSA and for the filing of our reports with the SEC. We had a net loss of $54,968 for the nine months ended April 30, 2015, as compared to a net loss of $13,478 for the comparable period in 2014. This increase was due to professional fees and expenses being higher, as described above.
Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company remains in the start-up stage and has not generated significant revenues since inception. It has experienced recurring operating losses and negative cash flows from operations since its inception. As of April 30, 2015, we had total cash assets of $0. We had total current liabilities of $41,408 and working capital deficiency and stockholders' deficit of $41,408 as of April 30, 2015. As of April 30, 2015, the accumulated deficit totaled $84,358.
Net cash used in operating activities was $48,910 during the nine month period ended April 30, 2015 compared to $13,803 in the same period in 2014. The increase in cash used in operating activities is primarily attributable to our net loss, partially offset by an increase in accounts payable.
Net cash from financing activities during nine month period ended April 30, 2015 was $38,900 compared to $21,800 in the same period in 2014. The increase was a result of an increase in a loan from a shareholder.
Non-cash financing activities during the nine months ended April 30, 2015 included the forgiveness of a shareholder loan in the amount of $13,650 and the gain on the forgiveness of his loan has been recognized as additional paid in capital.
Cash Requirements
We do not believe our current working capital position together with our expected future cash flows from operations will be sufficient to fund our operations in the ordinary course of business, anticipated capital expenditures and other contractual obligations for at least the next twelve months. We have been and expect to continue to fund these activities with debt and equity financing.
The Company will require additional capital, either through debt or private placements, to meet its obligations and execute its business plan. The Company's planned acquisition of CSA is contingent on, among other things, the Company raising at least $1,100,00 via the sale of our preferred stock prior to the planned closing date of June 30, 2014. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
Off-Balance Sheet Arrangements
As of April 30, 2015, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Going Concern
The independent auditors' reports accompanying our July 31, 2014 and July 31, 2013 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the U.S., 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.
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Critical Accounting Policies
The Company's consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.
Our significant accounting policies are summarized in Note 1 of our condensed financial statements included in this report. While all these significant accounting policies impact our financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company's consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also 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.

Based on that evaluation, solely as a result of the material weakness in our internal control over financial reporting identified below, our chief executive officer and chief financial officer concluded that, as of April 30, 2015, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in internal control over financial reporting

Our management, with the participation of our principal executive and principal financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

During the quarter ended April 30, 2015, we were not subject to any material pending legal proceedings, and we are not aware of any such proceedings contemplated by governmental authorities.
 
Item 1A.  Risk Factors.

Not required.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

2.1
Merger and Share Exchange Agreement dated March 25, 2015 by and among Asta Holdings, Corp., CSA Acquisition Subsidiary, LLC and CSA LLC (incorporated by reference to Exhibit 2.1 to the
Company's current report on Form 8-K filed with the Commission on March 26, 2015).
101.INS*
XBRL Instance Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase
101.LAB*
XBRL Taxonomy Extension Label Linkbase
101.DEF*
XBRL Taxonomy Extension Definition Linkbase
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase
101.SCH*
XBRL Taxonomy Extension Schema

*  Filed herewith. 
 
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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

 
 
 
 
 
 
 
 
ASTA HOLDINGS, CORP.
 
Date:
June 22, 2015
 
By:
/s/ Daniel C. Williams
 
 
 
 
Daniel C. Williams
 
 
 
 
President (Principal Executive Officer and Principal Financial and Accounting Officer)
 
 
 
 
 

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