NORD NORDICUS Partners Corporation (QB)

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

☒

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

 

For the quarterly period ended June 30, 2024

 

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to

 

Commission File No. 001-11737

 

NORDICUS PARTNERS CORPORATION

(Name of small business issuer in its charter)

 

Delaware		04-3186647
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

280 South Beverly Dr., Suite 505, Beverly Hills, CA		90212
(Address of principal executive offices)		(Zip Code)

 

Issuer’s telephone number (310) 666-0750

 

Securities registered under Section 12(b) of the Exchange Act:

 

None		None
Title of each class		Name of each exchange on which registered

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

	☐ Large Accelerated Filer	☐ Accelerated Filer
	☒ Non-accelerated Filer	☒ Smaller reporting company
	☐ Emerging growth company

 

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

 

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

 

As of August 15, 2024, there were 49,622,248 shares of the registrant’s Common Stock outstanding.

 

 

 

NORDICUS PARTNERS CORPORATION

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION	3
Item 1	Unaudited Consolidated Financial Statements	3
	Consolidated Balance Sheets at June 30, 2024 (unaudited) and March 31, 2024	3
	Statements of Operations for the three months ended June 30, 2024 and 2023 (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended June 30, 2024 and 2023 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended June 30, 2024 and 2023 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4	Controls and Procedures	16
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	17
Item 5	Other Information	17
Item 6	Exhibits	17
	Signatures	18

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Unaudited Financial Statements

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

		June 30, 2024				March 31, 2024
		(Unaudited)
ASSETS
Current assets:
Cash		$	26,726			$	49,933
Prepaids and other current assets			53,627				—
Total current assets			80,353				49,933
Website			10,940				7,640
Other assets			317,511				—
Goodwill			18,641,985				—
Investment in Mag Mile Capital, Inc.			1,750,000				1,750,000
Total Assets		$	20,800,789			$	1,807,573
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	65,155			$	5,019
Deferred revenue			—				7,500
Related party payable			—				13,886
Total current liabilities			65,155				26,405
Total Liabilities			65,155				26,405
Commitments and contingencies			—				—
Stockholders’ equity:
Preferred stock; $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding			—				—
Common stock; $0.001 par value; 50,000,000 shares authorized; 49,465,276 and 11,102,248 shares issued; respectively			49,462				11,102
Treasury stock, 1,534 shares at cost			(30,328	)			(30,328	)
Additional paid-in capital			63,911,274				45,686,769
Accumulated other comprehensive income			(3,078	)			(2,848	)
Accumulated deficit			(44,141,696	)			(43,883,527	)
Total equity attributed to the parent			19,785,634				1,781,168
Non-controlling interest			950,000				—
Total stockholders’ equity			20,735,634				1,781,168
Total liabilities and stockholders’ equity		$	20,800,789			$	1,807,573

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		2024				2023
		For the Three Months Ended June 30,
		2024				2023
Revenue		$	—			$	—
Operating expenses:
Officer compensation			49,442				27,000
Professional fees			25,782				19,925
Consulting expense			150,000				—
General and administrative			32,945				4,664
Total operating expenses			258,169				51,589
Loss from operations			(258,169	)			(51,589	)
Other income:
Interest income			—				1,913
Other income			—				9,380
Total other income			—				11,293
Loss from operations before provision for income taxes			(258,169	)			(40,296	)
Provision for income taxes			—				—
Net loss			(258,169	)			(40,296	)
Other comprehensive loss:
Foreign currency translation adjustment			(230	)			(61	)
Comprehensive Loss		$	(258,399	)		$	(40,357	)
Net loss per common share – basic and diluted		$	(0.01	)		$	(0.00	)
Weighted average shared – basic and diluted			31,305,435				8,570,973

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

 

		Shares				Amount				Capital				Deficit				Stock			-	Income					Parent				Interest			Equity
										Additional												Other				Total Equity								Total
		Common Stock								Paid-in				Accumulated				Treasury				Comprehensive				Attributed to				Non-Controlling				Stockholders’
		Shares				Amount				Capital				Deficit				Stock				Income				Parent				Interest				Equity
Balance at March 31, 2024			11,102,248			$	11,102			$	45,686,769			$	(43,883,527	)		$	(30,328	)	-	$	(2,848	)		$	1,781,168			$	—			$	1,781,168
Shares issued for acquisition			38,000,000				38,000				18,012,000				—				—		-		—				—				—				18,050,000
Exercise of warrants			60,000				60				59,940				—				—		-		—				—				—				60,000
Shares issued for services			300,000				300				138,679				—				—		-		—				—				—				138,979
Forgiveness of debt – related party			—				—				13,886				—				—		-		—				—				—				13,886
Recognition of non-controlling interest			—				—				—				—				—				—				—				950,000				950,000
Net loss			—				—				—				(258,169	)			—		-		(230	)			(258,399	)			—				(258,399	)
Balance at June 30, 2024			49,462,248			$	49,462			$	63,911,274			$	(44,141,696	)		$	(30,328	)	-	$	(3,078	)		$	19,785,634			$	950,000			$	20,735,634

 

		Shares				Amount				Capital				Deficit				Stock				Issued				Income				Equity
										Additional												Common Stock				Other				Total
		Common Stock								Paid-in				Accumulated				Treasury				To be				Comprehensive				Stockholders’
		Shares				Amount				Capital				Deficit				Stock				Issued				Income				Equity
Balance at March 31, 2023			8,296,248			$	8,296			$	42,246,688			$	(42,197,663	)		$	(30,328	)		$	—			$	665			$	27,658
Balance			8,296,248			$	8,296			$	42,246,688			$	(42,197,663	)		$	(30,328	)		$	—			$	665			$	27,658
Shares issued for stock investment			2,500,000				2,500				1,747,500				—				—				—				—				1,750,000
Exercise of warrants			—				—				—				—				—				25,000				—				25,000
Net loss			—				—				—				(40,296	)			—				—				(61	)			(40,357	)
Balance at June 30, 2023			10,796,248			$	10,796			$	43,994,188			$	(42,237,959	)		$	(30,328	)		$	25,000			$	604			$	1,762,301
Balance			10,796,248			$	10,796			$	43,994,188			$	(42,237,959	)		$	(30,328	)		$	25,000			$	604			$	1,762,301

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		2024				2023
		For the Three Months Ended June 30,
		2024				2023
Cash flows from operating activities:
Net loss		$	(258,169	)		$	(40,296	)
Adjustments to reconcile net loss to net cash flows used in operating activities
Stock-based compensation			138,979				—
Amortization expense			1,402				—
Changes in assets and liabilities:
Prepaid expenses and other assets			(122,618	)			(19	)
Receivables			—				44,481
Deferred revenue			(7,500	)			—
Accounts payable – related party			—				(4,954	)
Accounts payable and accrued expenses			30,357				740
Net cash used in operating activities			(217,549	)			(48	)
Cash flows from investing activities:
Cash acquired in acquisition			134,572				—
Net cash provided by investing activities			134,572				—
Cash flows from financing activities:
Proceeds from exercise of warrants			60,000				25,000
Net cash provided by financing activities			60,000				25,000
Net change in cash			(22,977	)			24,952
Effect of exchange rate on cash			(230	)			(61	)
Cash at beginning of period			49,933				7,149
Cash at end of period		$	26,726			$	32,040
Supplemental disclosure of cash flow information:
Income taxes paid		$	—			$	—
Interest paid		$	—			$	—
Supplemental disclosure of non-cash activity:
Common stock issued for shares of Mag Mile Capital, Inc.		$	—			$	1,750,000
Common stock issued for Orocidin A/S		$	18,050,000			$

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Nordicus Partners Corporation (the “Company” or “Nordicus”) was founded in 1993 as a subsidiary of PolyMedica Corporation. On January 31, 2020, we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price of $7,250,000 pursuant to an Asset Purchase Agreement entered into between us and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”). Prior to the Closing Date, we developed and manufactured advanced polymer materials which provided critical characteristics in the design and development of medical devices. Our biomaterials were marketed and sold to medical device manufacturers who used our advanced polymers in devices designed for treating a broad range of anatomical sites and disease states.

 

As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would likely result in a change in control.

 

On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation, which amendment was unanimously approved by our Board of Directors, to change our name AdvanSource Biomaterials Corporation to EKIMAS Corporation.

 

On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022.

 

Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 422,725 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 4,691,750 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.

 

On February 23, 2023, the Company and Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), a Danish stock corporation, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners, Henrik Rouf and Life Science Power House ApS (“LSPH”). (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus for an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.001 per share. As a result of this transaction, Nordicus became a 100% wholly owned subsidiary of the Company.

 

On February 23, 2023, Tom Glaesner Larsen and Christian Hill Madsen were appointed directors of the Company. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin A/S, of which the Company recently acquired 95% of the outstanding shares in exchange for shares of the Company.

 

On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

 

On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc., a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs,

 

7

 

On June 9, 2023, Tom Glaesner Larsen resigned from the Company’s board of directors, and the remaining board members appointed Henrik Keller as his replacement.

 

On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S.

 

On May 13, 2024, the Company and certain shareholders (the “Sellers”) of Orocidin A/S, a Danish stock corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 38,000,000 restricted shares of its common stock (the “Company Shares”) to the Sellers. The transaction was consummated on May 13, 2024. Orocidin A/S, is a clinical-stage biopharmaceutical company which is advancing the next generation of periodontitis therapies.

 

On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending June 30, 2024, and not necessarily indicative of the results to be expected for the full year ending March 31, 2025. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill.

 

Concentration of Credit Risk

 

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

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2024 and 2023.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Managementselskabet af 12.08.2020 A/S and Orocidin A/S. All significant intercompany transactions have been eliminated in consolidation.

 

8

 

Translation Adjustment

 

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

 

Comprehensive Income

 

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of Stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income is included in net loss and foreign currency translation adjustments.

 

Stock-based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

 

Fair Value of Financial Instruments

 

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

 

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

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on June 30, 2024 and 2023.

 

Net Income (Loss) Per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2024 and 2023, there were 6,269,000 and 6,610,000 potentially dilutive shares of common stock from warrants, respectively. Diluted shares are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of June 30, 2024, the Company’s potentially dilutive shares are in excess of its authorized shares; however, the Company is waiting for the approval of a one for ten reverse split of its common shares. Once that has been effectuated the potentially dilutive shares will no longer exceed the authorized stock.

 

9

 

Goodwill

 

The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

 

The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

 

	●	Identification of a contract with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

 

In January 2024, the Company signed an agreement with Orocidin for which it recognized revenue in the fiscal year ended March 31, 2024. Since Orocidin became a wholly owned subsidiary in the first quarter ended June 30, 2024, no more revenue is to be recognized, but will be eliminated as an intercompany transaction.

 

Recently Issued Accounting Pronouncements

 

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

 

NOTE 3 - GOING CONCERN

 

The Company’s unaudited financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has minimal revenue and has incurred losses since inception resulting in an accumulated deficit of $44,141,696 as of June 30, 2024. As a result, we expect our funds will not be sufficient to meet our needs for more than twelve months from the date of issuance of these financial statements. Accordingly, there is substantial doubt about the ability to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company’s recent acquisition, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, the private placement of common stock and the exercise of outstanding warrants. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

 

NOTE 4 - INVESTMENTS

 

On June 20, 2023, the Company and GK Partners ApS (the “Seller”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company 5,000,000 restricted shares of common stock of Mag Mile Capital, Inc. (“Mag Mile”). In exchange, the Company issued 2,500,000 restricted shares of its common stock to the Seller. The shares were valued at $1,750,000, using $0.70 per share, the closing stock price for the Company’s common stock on the last business day before the agreement. As of June 30, 2024, the Company holds 5% of the outstanding shares of Mag Mile. The Company accounts for its investment under the guidance of ASC 321, Investments – Equity Securities, which provides guidance for equity interests that meet the definition of an equity security. Equity interests with readily determinable fair values are carried at fair value with changes in value recorded in earnings. There currently is no active market for the shares of Mag Mile Capital, Inc, therefore, the investment remains at cost until such time there is an established fair value of Mag Mile Capital, Inc’s shares to be used to adjust the value of the Company’s investment in those shares. The Company’s investment in Mag Mile Capital, Inc is subject to changes and fluctuations based on their business activities and their ability to trade in the future.

 

10

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

Mr. Tom Glasner Larsen is an affiliate of GK Partners and was a member of our board of directors from February 23, 2023, until his voluntary retirement on June 9, 2023. He was a beneficial owner of a controlling interest in Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S) until its acquisition by us on February 23, 2023. He was also a beneficial owner of a controlling interest in Orocidin A/S until its acquisition by us on May 13, 2024.

 

On April 11, 2022, effective April 1, 2022, we issued to GK Partners, for financial services, a warrant to immediately purchase up to 6,000,000 shares of our common stock at an exercise price of $1.00 per share, which expired on December 31, 2023. On December 22, 2023, the expiration date of 5,705,000 remaining warrants was extended to December 31, 2024. During the year ended March 31, 2024, GK Partners exercised a portion of its warrant for a total of 306,000 shares. The exercise price was $1.00 per share for total proceeds of $306,000. During the quarter ended June 30, 2024, GK Partners exercised a portion of its warrant for 60,000 shares. The exercise price was $1.00 per share for total proceeds of $60,000.

 

On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”), were issued 2,500,000 shares of the common stock (Note 1).

 

On June 20, 2023, the Company and GK Partners ApS (the “Seller”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company 5,000,000 restricted shares of common stock of Mag Mile Capital, Inc. In exchange, the Company issued 2,500,000 restricted shares of its common stock to the Seller.

 

Mr. Bennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees to the Affiliate of $17,782 and $10,924 for the three months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and 2023, we had a $0 and $7,713, respectively, payable due to the Affiliate.

 

Our employment agreement with Henrik Rouf, our chief executive officer, provided for a base salary of $72,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000 and to extend the term to April 1, 2025.

 

Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base salary of $36,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025.

 

During the three months ended June 30, 2024, a related party forgave their payable of $13,886. The amount has been credited to additional paid in capital.

 

Effective June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin A/S, of which the Company recently acquired 95% of the outstanding shares in exchange for shares of the Company.

 

On June 3, 2024, the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors will receive compensation of $20,000 per annum, and each other Director will receive compensation of $10,000 per annum, in consideration of their serving on the Corporation’s Board of Directors, payable in equal installments semiannually in arrears, commencing December 31, 2024, without proration for partial terms.

 

11

 

NOTE 6 - PREFERRED STOCK

 

Preferred Stock

 

We have authorized 5,000,000 shares, $0.001 par value, Preferred Stock (the Preferred Stock”) of which 500,000 shares have been issued and redeemed, therefore are not considered outstanding. In addition, 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by us that is convertible into Junior Preferred Stock. As of June 30, 2024 and 2023, there are no shares or Preferred Stock issued or outstanding.

 

NOTE 7 - COMMON STOCK TRANSACTIONS

 

During the three months ended June 30, 2024, GK Partners exercised a portion of its warrant for 60,000 shares. The exercise price was $1.00 per share for total proceeds of $60,000.

 

During the three months ended June 30, 2024, the Company issued 300,000 shares of common stock for services. The shares were valued at $0.50 for total non-cash expense of $150,000.

 

On May 13, 2024, the Company and certain shareholders of Orocidin A/S, a Danish stock corporation entered into a Stock Purchase and Sale Agreement, under which the Company issued 38,000,000 restricted shares of its common stock to the Sellers (Note 1).

 

NOTE 8 – BUSINESS COMBINATIONS

 

On May 13, 2024, the Company and certain shareholders of Orocidin A/S, a Danish stock corporation entered into a Stock Purchase and Sale Agreement, under which the Company issued 38,000,000 restricted shares of its common stock to the Sellers. The shares were valued at $0.50, the closing stock price on the date of acquisition.

 

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.

 

The allocation of the purchase price and the estimated fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

 SCHEDULE OF PURCHASE PRICE AND ESTIMATED MARKET VALUE OF THE ASSETS ACQUIRED LIABILITIES

Consideration
Consideration issued		$	18,050,000
Identified assets and liabilities
Cash			134,572
Intangible assets			223,316
Other receivables			29,906
Accounts payable and accruals			(29,779	)
Total identified assets, liabilities, and noncontrolling interest			358,015
Minority interest			950,000
Excess purchase price allocated to goodwill		$	18,641,985

 

NOTE 9 - WARRANTS

 

A summary of the Company’s outstanding warrants as of June 30, 2024 is as follows.

  SCHEDULE OF WARRANT ACTIVITIES

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contract Term				Intrinsic Value
Outstanding, March 31, 2024			6,329,000			$	1.00				1.35			$	—
Issued			—			$	—				—
Expired			—			$	—				—
Exercised			(60,000	)		$	—				—
Outstanding, June 30, 2024			6,269,000			$	1.00				1.10			$	—

 

NOTE 10 - SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has the following material subsequent events to disclose in these financial statements.

 

Subsequent to June 30, 2024, GK Partners exercised a portion of its warrant for a total of 160,000 shares. The exercise price was $1.00 per share for total proceeds of $160,000.

 

 

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

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

 

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 

Corporate History

 

We were founded in 1993 and in 2007 were reincorporated from a Massachusetts corporation to a Delaware corporation. We changed our name from CardioTech International, Inc. to AdvanSource Biomaterials Corporation, effective October 15, 2008. On March 3, 2020, we changed our name to EKIMAS Corporation.

 

On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022.

 

Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 422,725 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 4,691,750 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.

 

On February 23, 2023, the Company and Nordicus Partners A/S, a Danish stock corporation, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”). GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus for an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.001 per share. As a result of the Business Combination, Nordicus became a 100% wholly owned subsidiary of the Company.

 

On February 23, 2023, Tom Glaesner Larsen and Christian Hill Madsen were appointed directors of the Company. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin A/S, of which the Company recently acquired 95% of the outstanding shares in exchange for shares of the Company.

 

 

On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

 

On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc., a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs,

 

On May 13, 2024, we acquired a 95% interest in Orocidin A/S, a clinical-stage biopharmaceutical company which is advancing the next generation of periodontitis therapies.

 

On June 3, 2024, Mr. Chrisitan Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.

 

Our Business

 

We are a financial consulting company, specializing in providing Nordic companies with the best possible conditions to establish themselves on the U.S. market, taking advantage of management’s combined +90 years of experience in the corporate sector, serving in different capacities both domestically and globally.

 

Our core competencies lie in assisting Danish as well as other Nordic and international companies in different areas of corporate finance activities, such as:

 

	●	Business valuation
	●	Growth strategy – budgeting included
	●	Investment Memorandum
	●	Attracting capital for businesses
	●	Reverse Take Overs (RTOs)
	●	Company acquisitions and sales

 

The aforementioned areas of expertise are widely applicable in a lot of industries; however, the companies we service primarily operate in the pharmaceutical, life sciences and healthcare industries.

 

Our mission going forward, is to assist the right Nordic companies realize their growth strategy, by fine tuning systems and processes, sharpening the commercial focus and providing companies with the best possible guidance and setup suited to successfully establish themselves on the U.S. market.

 

Through our business operations, we are being presented with numerous business opportunities and ventures. On occasion we view some of those businesses attractive enough to engage with ourselves and thus acquire an ownership stake in the company. Hence, potentially creating an added revenue stream – alongside the fees from our corporate finance services – if the company’s value increases over time.

 

Besides the value we provide through our direct involvement with the companies, we have a comprehensive network of business partners and associates, which spans across Europe and the U.S.

 

We also operate as a business incubator, in which we can provide added value by accelerating and smoothing companies’ transition to the U.S. through a number of support resources and services such as office space, lawyers, bookkeepers, marketing specialists, etc. with years of experience navigating through the U.S. marketplace. Hence, providing companies with the optimal conditions needed for their international expansion.

 

 

Results of Operations

 

Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

 

Operating Expenses

 

During the three months ended June 30, 2024, we had officer compensation expense of $49,442 compared to $27,000 for the three months ended June 30, 2023, an increase of $22,442 or 83.1%. On April 17, 2023, our Board of Directors approved an employment agreement for our chief executive officer, Henrik Rouf, and a consulting agreement for our chief financial officer, Bennett J. Yankowitz, increasing our total compensation expense.

 

Mr. Rouf’s employment agreement provides for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year. Mr. Rouf’s employment agreement was renewed on April 1, 2024, for a term of one year and a base salary of $120,000 per year.

 

Mr. Yankowitz’s consulting agreement provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year. Mr. Yankowitz’s employment agreement was renewed on April 1, 2024, for a term of one year and a base salary of $60,000 per year.

 

For the three months ended June 30, 2024, we had professional fees of $25,782 compared to $19,925 for the three months ended June 30, 2023, an increase of $5,857 or 29.4%. The increase is largely due to increased legal expenses.

 

For the three months ended June 30, 2024, we issued 150,000 shares of common stock for a consulting expense of $150,000. We had no such expense in the prior period.

 

For the three months ended June 30, 2024, we had general and administrative expenses (“G&A”) of $32,945 compared to $4,664 for the three months ended June 30, 2023, an increase of $28,281 or 606.4%. The increase in G&A expense is attributable to expenses incurred by our two subsidiaries.

 

Other Income

 

For the three months ended June 30, 2024, we had no other expense or income compared to total other income of $11,293 in the prior period.

 

Net Loss

 

For the three months ended June 30, 2024, we had a net loss of $258,169 compared to $40,296 in the prior period. The large increase in our net loss is due to the non-cash expense we incurred for consulting expense as well as the increased expenses attributed to our subsidiaries.

 

Liquidity and Capital Resources

 

During the three months ended June 30, 2024, we used $82,977 in operating activities compared to $48 used in operating activities in the prior period.

 

During the three months ended June 30, 2024 we received $134,572 from investing activities for cash received with the acquisition of Orocidin A/S.

 

During the three months ended June 30, 2024, we received $60,000 from financing activities from the exercise of warrants. In the prior period we received $25,000 from financing activities from the exercise of warrants.

 

Critical Accounting Policies

 

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.

 

 

Off-Balance Sheet Arrangements

 

As of June 30, 2024, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Our chief executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024, using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures as of June 30, 2024, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. We intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

 

Changes in Internal Control Over Financial Reporting

 

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.

 

Item 1A. Risk Factors

 

Not applicable.

 

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.		Description
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxomony Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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

 

Dated: August 19, 2024

Nordicus Partners Corporation

 

	By:	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer and Principal Executive
	By:	/s/ Bennett J. Yankowitz
		Bennett J. Yankowitz
		Director, Chief Financial Officer Principal Financial and Accounting Officer
	By:	/s/ Peter Severin
		Peter Severin
		Chairman
	By:	/s/ Henrik Keller
		Henrik Keller
		Director

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Henrik Rouf, hereby certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Nordicus Partners Corporation and consolidated subsidiaries (the “Company”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

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

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

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

 

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

 

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

 

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

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

 

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

 

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

 

Date: August 19, 2024
/s/ Henrik Rouf
Henrik Rouf
Chief Executive Officer
(Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, Bennett J. Yankowitz, hereby certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Nordicus Partners Corporation and consolidated subsidiaries (the “Company”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

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

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

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

 

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

 

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

 

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

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

 

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

 

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

 

Date: August 19, 2024
/s/ Bennett J. Yankowitz
Bennett J. Yankowitz
Chief Financial Officer
(Principal Financial and Accounting Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Nordicus Partners Corporation, a Delaware corporation (the “Company”), on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Henrik Rouf, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 19, 2024
/s/ Henrik Rouf
Henrik Rouf
Chief Executive Officer

 

In connection with the Quarterly Report of Nordicus Partners Corporation, a Delaware corporation (the “Company”), on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bennett J. Yankowitz, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 19, 2024
/s/ Bennett J. Yankowitz
Bennett J. Yankowitz
Chief Financial Officer

 

v3.24.2.u1

Cover - shares	3 Months Ended
	Jun. 30, 2024	Aug. 15, 2024
Cover [Abstract]
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Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--03-31
Entity File Number	001-11737
Entity Registrant Name	NORDICUS PARTNERS CORPORATION
Entity Central Index Key	0001011060
Entity Tax Identification Number	04-3186647
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	280 South Beverly Dr.
Entity Address, Address Line Two	Suite 505
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	310
Local Phone Number	666-0750
Title of 12(b) Security	Common Stock, $0.001 par value per share
Entity Current Reporting Status	Yes
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Entity Small Business	true
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Entity Shell Company	false
Entity Common Stock, Shares Outstanding		49,622,248

v3.24.2.u1

Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Current assets:
Cash	$ 26,726	$ 49,933
Prepaids and other current assets	53,627
Total current assets	80,353	49,933
Website	10,940	7,640
Other assets	317,511
Goodwill	18,641,985
Investment in Mag Mile Capital, Inc.	1,750,000	1,750,000
Total Assets	20,800,789	1,807,573
Current liabilities:
Accounts payable and accrued expenses	65,155	5,019
Deferred revenue		7,500
Total current liabilities	65,155	26,405
Total Liabilities	65,155	26,405
Commitments and contingencies
Stockholders’ equity:
Preferred stock; $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding
Common stock; $0.001 par value; 50,000,000 shares authorized; 49,465,276 and 11,102,248 shares issued; respectively	49,462	11,102
Treasury stock, 1,534 shares at cost	(30,328)	(30,328)
Additional paid-in capital	63,911,274	45,686,769
Accumulated other comprehensive income	(3,078)	(2,848)
Accumulated deficit	(44,141,696)	(43,883,527)
Total equity attributed to the parent	19,785,634	1,781,168
Non-controlling interest	950,000
Total stockholders’ equity	20,735,634	1,781,168
Total liabilities and stockholders’ equity	20,800,789	1,807,573
Related Party [Member]
Current liabilities:
Related party payable		$ 13,886

v3.24.2.u1

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Mar. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	49,465,276	11,102,248
Treasury stock, shares	1,534	1,534

v3.24.2.u1

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue
Operating expenses:
Officer compensation	49,442	27,000
Professional fees	25,782	19,925
Consulting expense	150,000
General and administrative	32,945	4,664
Total operating expenses	258,169	51,589
Loss from operations	(258,169)	(51,589)
Other income:
Interest income		1,913
Other income		9,380
Total other income		11,293
Loss from operations before provision for income taxes	(258,169)	(40,296)
Provision for income taxes
Net loss	(258,169)	(40,296)
Other comprehensive loss:
Foreign currency translation adjustment	(230)	(61)
Comprehensive Loss	$ (258,399)	$ (40,357)
Net loss per common share - basic	$ (0.01)	$ (0.00)
Net loss per common share - diluted	$ (0.01)	$ (0.00)
Weighted average shared - basic	31,305,435	8,570,973
Weighted average shared - diluted	31,305,435	8,570,973

v3.24.2.u1

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Common Stock To Be Issued [Member]	AOCI Attributable to Parent [Member]	Total Equity Attributed to Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Mar. 31, 2023	$ 8,296	$ 42,246,688	$ (42,197,663)	$ (30,328)		$ 665			$ 27,658
Balance, shares at Mar. 31, 2023	8,296,248
Exercise of warrants					25,000				25,000
Net loss			(40,296)			(61)			(40,357)
Shares issued for stock investment	$ 2,500	1,747,500							1,750,000
Shares issued for stock investment, shares	2,500,000
Balance at Jun. 30, 2023	$ 10,796	43,994,188	(42,237,959)	(30,328)	25,000	604			1,762,301
Balance, shares at Jun. 30, 2023	10,796,248
Balance at Mar. 31, 2023	$ 8,296	42,246,688	(42,197,663)	(30,328)		665			27,658
Balance, shares at Mar. 31, 2023	8,296,248
Balance at Mar. 31, 2024	$ 11,102	45,686,769	(43,883,527)	(30,328)		(2,848)	$ 1,781,168		1,781,168
Balance, shares at Mar. 31, 2024	11,102,248
Shares issued for acquisition	$ 38,000	18,012,000							18,050,000
Balance, shares	38,000,000
Exercise of warrants	$ 60	59,940							60,000
Balance, shares	60,000
Shares issued for services	$ 300	138,679							138,979
Balance, shares	300,000
Forgiveness of debt – related party		13,886							13,886
Recognition of non-controlling interest								950,000	950,000
Net loss			(258,169)			(230)	(258,399)		(258,399)
Balance at Jun. 30, 2024	$ 49,462	$ 63,911,274	$ (44,141,696)	$ (30,328)		$ (3,078)	$ 19,785,634	$ 950,000	$ 20,735,634
Balance, shares at Jun. 30, 2024	49,462,248

v3.24.2.u1

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Cash flows from operating activities:
Net loss	$ (258,169)	$ (40,296)
Adjustments to reconcile net loss to net cash flows used in operating activities
Stock-based compensation	138,979
Amortization expense	1,402
Changes in assets and liabilities:
Prepaid expenses and other assets	(122,618)	(19)
Receivables		44,481
Deferred revenue	(7,500)
Accounts payable – related party		(4,954)
Accounts payable and accrued expenses	30,357	740
Net cash used in operating activities	(217,549)	(48)
Cash flows from investing activities:
Cash acquired in acquisition	134,572
Net cash provided by investing activities	134,572
Cash flows from financing activities:
Proceeds from exercise of warrants	60,000	25,000
Net cash provided by financing activities	60,000	25,000
Net change in cash	(22,977)	24,952
Effect of exchange rate on cash	(230)	(61)
Cash at beginning of period	49,933	7,149	$ 7,149
Cash at end of period	26,726	32,040	$ 49,933
Supplemental disclosure of cash flow information:
Income taxes paid
Interest paid
Supplemental disclosure of non-cash activity:
Common stock issued for shares of Mag Mile Capital, Inc.		$ 1,750,000

v3.24.2.u1

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS   Nordicus Partners Corporation (the “Company” or “Nordicus”) was founded in 1993 as a subsidiary of PolyMedica Corporation. On January 31, 2020, we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price of $7,250,000 pursuant to an Asset Purchase Agreement entered into between us and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”). Prior to the Closing Date, we developed and manufactured advanced polymer materials which provided critical characteristics in the design and development of medical devices. Our biomaterials were marketed and sold to medical device manufacturers who used our advanced polymers in devices designed for treating a broad range of anatomical sites and disease states.   As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would likely result in a change in control.   On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation, which amendment was unanimously approved by our Board of Directors, to change our name AdvanSource Biomaterials Corporation to EKIMAS Corporation.   On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022.   Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 422,725 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 4,691,750 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.   On February 23, 2023, the Company and Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), a Danish stock corporation, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners, Henrik Rouf and Life Science Power House ApS (“LSPH”). (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus for an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.001 per share. As a result of this transaction, Nordicus became a 100% wholly owned subsidiary of the Company.   On February 23, 2023, Tom Glaesner Larsen and Christian Hill Madsen were appointed directors of the Company. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin A/S, of which the Company recently acquired 95% of the outstanding shares in exchange for shares of the Company.   On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.   On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc., a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs,     On June 9, 2023, Tom Glaesner Larsen resigned from the Company’s board of directors, and the remaining board members appointed Henrik Keller as his replacement.   On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S.   On May 13, 2024, the Company and certain shareholders (the “Sellers”) of Orocidin A/S, a Danish stock corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 38,000,000 restricted shares of its common stock (the “Company Shares”) to the Sellers. The transaction was consummated on May 13, 2024. Orocidin A/S, is a clinical-stage biopharmaceutical company which is advancing the next generation of periodontitis therapies.   On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending June 30, 2024, and not necessarily indicative of the results to be expected for the full year ending March 31, 2025. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024.   Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill.   Concentration of Credit Risk   We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.   Cash Equivalents   The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2024 and 2023.   Principles of Consolidation   The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Managementselskabet af 12.08.2020 A/S and Orocidin A/S. All significant intercompany transactions have been eliminated in consolidation.     Translation Adjustment   The accounts of the Company’s subsidiaries are maintained in Danish krone. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of Stockholders’ equity. Transaction gains and losses are reflected in the income statement.   Comprehensive Income   The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of Stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income is included in net loss and foreign currency translation adjustments.   Stock-based Compensation   In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.   Fair Value of Financial Instruments   The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:   Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.   The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on June 30, 2024 and 2023.   Net Income (Loss) Per Common Share   Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2024 and 2023, there were 6,269,000 and 6,610,000 potentially dilutive shares of common stock from warrants, respectively. Diluted shares are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of June 30, 2024, the Company’s potentially dilutive shares are in excess of its authorized shares; however, the Company is waiting for the approval of a one for ten reverse split of its common shares. Once that has been effectuated the potentially dilutive shares will no longer exceed the authorized stock.     Goodwill   The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.   The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.   Revenue Recognition   The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:     ● Identification of a contract with a customer;   ● Identification of the performance obligations in the contract;   ● Determination of the transaction price;   ● Allocation of the transaction price to the performance obligations in the contract; and   ● Recognition of revenue when or as the performance obligations are satisfied.   In January 2024, the Company signed an agreement with Orocidin for which it recognized revenue in the fiscal year ended March 31, 2024. Since Orocidin became a wholly owned subsidiary in the first quarter ended June 30, 2024, no more revenue is to be recognized, but will be eliminated as an intercompany transaction.   Recently Issued Accounting Pronouncements   The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.2.u1

GOING CONCERN	3 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 - GOING CONCERN   The Company’s unaudited financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has minimal revenue and has incurred losses since inception resulting in an accumulated deficit of $44,141,696 as of June 30, 2024. As a result, we expect our funds will not be sufficient to meet our needs for more than twelve months from the date of issuance of these financial statements. Accordingly, there is substantial doubt about the ability to continue as a going concern.   The ability to continue as a going concern is dependent upon the Company’s recent acquisition, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, the private placement of common stock and the exercise of outstanding warrants. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

v3.24.2.u1

INVESTMENTS	3 Months Ended
	Jun. 30, 2024
Investments, All Other Investments [Abstract]
INVESTMENTS	NOTE 4 - INVESTMENTS   On June 20, 2023, the Company and GK Partners ApS (the “Seller”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company 5,000,000 restricted shares of common stock of Mag Mile Capital, Inc. (“Mag Mile”). In exchange, the Company issued 2,500,000 restricted shares of its common stock to the Seller. The shares were valued at $1,750,000, using $0.70 per share, the closing stock price for the Company’s common stock on the last business day before the agreement. As of June 30, 2024, the Company holds 5% of the outstanding shares of Mag Mile. The Company accounts for its investment under the guidance of ASC 321, Investments – Equity Securities, which provides guidance for equity interests that meet the definition of an equity security. Equity interests with readily determinable fair values are carried at fair value with changes in value recorded in earnings. There currently is no active market for the shares of Mag Mile Capital, Inc, therefore, the investment remains at cost until such time there is an established fair value of Mag Mile Capital, Inc’s shares to be used to adjust the value of the Company’s investment in those shares. The Company’s investment in Mag Mile Capital, Inc is subject to changes and fluctuations based on their business activities and their ability to trade in the future.

v3.24.2.u1

RELATED PARTY TRANSACTIONS	3 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 - RELATED PARTY TRANSACTIONS   Mr. Tom Glasner Larsen is an affiliate of GK Partners and was a member of our board of directors from February 23, 2023, until his voluntary retirement on June 9, 2023. He was a beneficial owner of a controlling interest in Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S) until its acquisition by us on February 23, 2023. He was also a beneficial owner of a controlling interest in Orocidin A/S until its acquisition by us on May 13, 2024.   On April 11, 2022, effective April 1, 2022, we issued to GK Partners, for financial services, a warrant to immediately purchase up to 6,000,000 shares of our common stock at an exercise price of $1.00 per share, which expired on December 31, 2023. On December 22, 2023, the expiration date of 5,705,000 remaining warrants was extended to December 31, 2024. During the year ended March 31, 2024, GK Partners exercised a portion of its warrant for a total of 306,000 shares. The exercise price was $1.00 per share for total proceeds of $306,000. During the quarter ended June 30, 2024, GK Partners exercised a portion of its warrant for 60,000 shares. The exercise price was $1.00 per share for total proceeds of $60,000.   On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”), were issued 2,500,000 shares of the common stock (Note 1).   On June 20, 2023, the Company and GK Partners ApS (the “Seller”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company 5,000,000 restricted shares of common stock of Mag Mile Capital, Inc. In exchange, the Company issued 2,500,000 restricted shares of its common stock to the Seller.   Mr. Bennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees to the Affiliate of $17,782 and $10,924 for the three months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and 2023, we had a $0 and $7,713, respectively, payable due to the Affiliate.   Our employment agreement with Henrik Rouf, our chief executive officer, provided for a base salary of $72,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000 and to extend the term to April 1, 2025.   Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base salary of $36,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025.   During the three months ended June 30, 2024, a related party forgave their payable of $13,886. The amount has been credited to additional paid in capital.   Effective June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin A/S, of which the Company recently acquired 95% of the outstanding shares in exchange for shares of the Company.   On June 3, 2024, the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors will receive compensation of $20,000 per annum, and each other Director will receive compensation of $10,000 per annum, in consideration of their serving on the Corporation’s Board of Directors, payable in equal installments semiannually in arrears, commencing December 31, 2024, without proration for partial terms.

v3.24.2.u1

PREFERRED STOCK	3 Months Ended
	Jun. 30, 2024
Equity [Abstract]
PREFERRED STOCK	NOTE 6 - PREFERRED STOCK   Preferred Stock   We have authorized 5,000,000 shares, $0.001 par value, Preferred Stock (the Preferred Stock”) of which 500,000 shares have been issued and redeemed, therefore are not considered outstanding. In addition, 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by us that is convertible into Junior Preferred Stock. As of June 30, 2024 and 2023, there are no shares or Preferred Stock issued or outstanding.

v3.24.2.u1

COMMON STOCK TRANSACTIONS	3 Months Ended
	Jun. 30, 2024
Equity [Abstract]
COMMON STOCK TRANSACTIONS	NOTE 7 - COMMON STOCK TRANSACTIONS   During the three months ended June 30, 2024, GK Partners exercised a portion of its warrant for 60,000 shares. The exercise price was $1.00 per share for total proceeds of $60,000.   During the three months ended June 30, 2024, the Company issued 300,000 shares of common stock for services. The shares were valued at $0.50 for total non-cash expense of $150,000.   On May 13, 2024, the Company and certain shareholders of Orocidin A/S, a Danish stock corporation entered into a Stock Purchase and Sale Agreement, under which the Company issued 38,000,000 restricted shares of its common stock to the Sellers (Note 1).

v3.24.2.u1

BUSINESS COMBINATIONS	3 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS COMBINATIONS	NOTE 8 – BUSINESS COMBINATIONS   On May 13, 2024, the Company and certain shareholders of Orocidin A/S, a Danish stock corporation entered into a Stock Purchase and Sale Agreement, under which the Company issued 38,000,000 restricted shares of its common stock to the Sellers. The shares were valued at $0.50, the closing stock price on the date of acquisition.   The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.   The allocation of the purchase price and the estimated fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:  SCHEDULE OF PURCHASE PRICE AND ESTIMATED MARKET VALUE OF THE ASSETS ACQUIRED LIABILITIES Consideration         Consideration issued   $ 18,050,000   Identified assets and liabilities         Cash     134,572   Intangible assets     223,316   Other receivables     29,906   Accounts payable and accruals     (29,779 ) Total identified assets, liabilities, and noncontrolling interest     358,015   Minority interest     950,000   Excess purchase price allocated to goodwill   $ 18,641,985

v3.24.2.u1

WARRANTS	3 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
WARRANTS	NOTE 9 - WARRANTS   A summary of the Company’s outstanding warrants as of June 30, 2024 is as follows.   SCHEDULE OF WARRANT ACTIVITIES     Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term     Intrinsic Value   Outstanding, March 31, 2024     6,329,000     $ 1.00       1.35     $     —   Issued     —     $ —       —           Expired     —     $ —       —           Exercised     (60,000 )   $ —       —           Outstanding, June 30, 2024     6,269,000     $ 1.00       1.10     $ —

v3.24.2.u1

SUBSEQUENT EVENTS	3 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 - SUBSEQUENT EVENTS   In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has the following material subsequent events to disclose in these financial statements.   Subsequent to June 30, 2024, GK Partners exercised a portion of its warrant for a total of 160,000 shares. The exercise price was $1.00 per share for total proceeds of $160,000.

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending June 30, 2024, and not necessarily indicative of the results to be expected for the full year ending March 31, 2025. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024.
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill.
Concentration of Credit Risk	Concentration of Credit Risk   We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents	Cash Equivalents   The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2024 and 2023.
Principles of Consolidation	Principles of Consolidation   The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Managementselskabet af 12.08.2020 A/S and Orocidin A/S. All significant intercompany transactions have been eliminated in consolidation.
Translation Adjustment	Translation Adjustment   The accounts of the Company’s subsidiaries are maintained in Danish krone. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of Stockholders’ equity. Transaction gains and losses are reflected in the income statement.
Comprehensive Income	Comprehensive Income   The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of Stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income is included in net loss and foreign currency translation adjustments.
Stock-based Compensation	Stock-based Compensation   In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:   Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.   The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on June 30, 2024 and 2023.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share   Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2024 and 2023, there were 6,269,000 and 6,610,000 potentially dilutive shares of common stock from warrants, respectively. Diluted shares are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of June 30, 2024, the Company’s potentially dilutive shares are in excess of its authorized shares; however, the Company is waiting for the approval of a one for ten reverse split of its common shares. Once that has been effectuated the potentially dilutive shares will no longer exceed the authorized stock.
Goodwill	Goodwill   The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.   The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.
Revenue Recognition	Revenue Recognition   The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:     ● Identification of a contract with a customer;   ● Identification of the performance obligations in the contract;   ● Determination of the transaction price;   ● Allocation of the transaction price to the performance obligations in the contract; and   ● Recognition of revenue when or as the performance obligations are satisfied.   In January 2024, the Company signed an agreement with Orocidin for which it recognized revenue in the fiscal year ended March 31, 2024. Since Orocidin became a wholly owned subsidiary in the first quarter ended June 30, 2024, no more revenue is to be recognized, but will be eliminated as an intercompany transaction.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements   The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.2.u1

BUSINESS COMBINATIONS (Tables)	3 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
SCHEDULE OF PURCHASE PRICE AND ESTIMATED MARKET VALUE OF THE ASSETS ACQUIRED LIABILITIES	The allocation of the purchase price and the estimated fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:  SCHEDULE OF PURCHASE PRICE AND ESTIMATED MARKET VALUE OF THE ASSETS ACQUIRED LIABILITIES Consideration         Consideration issued   $ 18,050,000   Identified assets and liabilities         Cash     134,572   Intangible assets     223,316   Other receivables     29,906   Accounts payable and accruals     (29,779 ) Total identified assets, liabilities, and noncontrolling interest     358,015   Minority interest     950,000   Excess purchase price allocated to goodwill   $ 18,641,985

v3.24.2.u1

WARRANTS (Tables)	3 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF WARRANT ACTIVITIES	A summary of the Company’s outstanding warrants as of June 30, 2024 is as follows.   SCHEDULE OF WARRANT ACTIVITIES     Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term     Intrinsic Value   Outstanding, March 31, 2024     6,329,000     $ 1.00       1.35     $     —   Issued     —     $ —       —           Expired     —     $ —       —           Exercised     (60,000 )   $ —       —           Outstanding, June 30, 2024     6,269,000     $ 1.00       1.10     $ —

v3.24.2.u1

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)							3 Months Ended
	May 13, 2024	Feb. 23, 2023	Mar. 15, 2022	Mar. 11, 2022	Oct. 12, 2021	Jan. 31, 2020	Jun. 30, 2023	Jun. 30, 2024	Jun. 03, 2024	Mar. 31, 2024	Jun. 01, 2023
Cash consideration for shares							$ 1,750,000
Common stock, par value								$ 0.001		$ 0.001
Orocidin A/S [Member] | Restricted Stock [Member]
Number of shares issued	38,000,000
Common Stock [Member]
Stock issued during period, shares, new issues							2,500,000
Cash consideration for shares							$ 2,500
Orocidin A/S [Member]
Equity interest acquired, percentage		95.00%							95.00%
Mag Mile Capital Inc [Member]
Equity interest acquired, percentage											4.99%
Orocidin A/S [Member] | Common Stock [Member]
Outstanding shares percentage	95.00%
Number of shares issued	525,597
Asset Purchase Agreement [Member]
Purchase price of asset						$ 7,250,000
Stock Purchase Agreement [Member] | Reddington Partners LLC [Member]
Stock issued during period, shares, new issues					5,114,475
Outstanding shares percentage			90.00%		90.00%
Cash consideration for shares					$ 400,000
Reverse stock split				1-for 50 reverse stock split
Common stock owned			5,114,475
Stock Purchase Agreement [Member] | Reddington Partners LLC [Member] | First Closing [Member]
Stock issued during period, shares, new issues				422,725
Stock Purchase Agreement [Member] | Reddington Partners LLC [Member] | Second Closing [Member]
Stock issued during period, shares, new issues			4,691,750
Contribution Agreement [Member]
Stock issued during period, shares, new issues		2,500,000
Outstanding shares percentage		100.00%
Common stock, par value		$ 0.001
Contribution Agreement [Member] | Nordicus Partners A/S [Member]
Ownership percentage		100.00%

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Dilutive shares of common stock from warrants	6,269,000	6,610,000

v3.24.2.u1

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 44,141,696	$ 43,883,527

v3.24.2.u1

INVESTMENTS (Details Narrative) - USD ($)	Jun. 20, 2023	Jun. 30, 2024
Mag Mile Capital Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Investment percenatge of outstanding shares		5.00%
GK Partners [Member] | Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued	2,500,000
GK Partners [Member] | Mag Mile Capital Inc [Member] | Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued	5,000,000
Stock issued during period, value	$ 1,750,000
Common stock price per share	$ 0.70

v3.24.2.u1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						3 Months Ended		12 Months Ended
	Jun. 03, 2024	Apr. 08, 2024	Jun. 20, 2023	Apr. 01, 2023	Feb. 23, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Dec. 22, 2023	Apr. 11, 2022
Related Party Transaction [Line Items]
Proceeds from warrant exercises						$ 60,000	$ 25,000
Officers compensation						49,442	27,000
Forgiveness of debt - related party						$ 13,886
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Officers compensation	$ 20,000
Director [Member]
Related Party Transaction [Line Items]
Officers compensation	$ 10,000
Orocidin A/S [Member]
Related Party Transaction [Line Items]
Equity interest acquired, percentage	95.00%				95.00%
Contribution Agreement [Member]
Related Party Transaction [Line Items]
Number of shares issued					2,500,000
GK Partners [Member]
Related Party Transaction [Line Items]
Warrant to purchase common stock										6,000,000
Exercise price per share						$ 1.00		$ 1.00		$ 1.00
Expiration date, warrants									Dec. 31, 2024	Dec. 31, 2023
Number of remaining warrants									5,705,000
Shares issued in exercise of warrants						60,000		306,000
Proceeds from warrant exercises						$ 60,000		$ 306,000
GK Partners [Member] | Restricted Stock [Member]
Related Party Transaction [Line Items]
Shares issued			2,500,000
GK Partners [Member] | Mag Mile Capital Inc [Member] | Restricted Stock [Member]
Related Party Transaction [Line Items]
Shares issued			5,000,000
Mr. Bennett Yankowitz [Member]
Related Party Transaction [Line Items]
Legal fees						17,782	10,924
Due to related party						$ 0	$ 7,713
Officers compensation		$ 60,000		$ 36,000
Employment agreement term				1 year
Employment agreement expiration date		Apr. 01, 2025
Henrik Rouf [Member]
Related Party Transaction [Line Items]
Officers compensation		$ 120,000		$ 72,000
Employment agreement term				1 year
Employment agreement expiration date		Apr. 01, 2025

v3.24.2.u1

PREFERRED STOCK (Details Narrative) - $ / shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023
Class of Stock [Line Items]
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued and redeemed	500,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Series A Junior Participating Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	500,000

v3.24.2.u1

COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	May 13, 2024	Jun. 20, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Apr. 11, 2022
Defined Benefit Plan Disclosure [Line Items]
Proceeds from warrant exercises			$ 60,000	$ 25,000
Shares issued for service			$ 138,979
Common stock price per share			$ 0.001		$ 0.001
GK Partners [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares issued in exercise of warrants			60,000		306,000
Exercise price per share			$ 1.00		$ 1.00	$ 1.00
Proceeds from warrant exercises			$ 60,000		$ 306,000
Shares issued for service			$ 300,000
Common stock price per share			$ 0.50
Non-cash expenses			$ 150,000
GK Partners [Member] | Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued		2,500,000
Orocidin A/S [Member] | Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued	38,000,000

v3.24.2.u1

SCHEDULE OF PURCHASE PRICE AND ESTIMATED MARKET VALUE OF THE ASSETS ACQUIRED LIABILITIES (Details) - USD ($)	May 13, 2024	Jun. 30, 2024	Mar. 31, 2024
Identified assets and liabilities
Excess purchase price allocated to goodwill		$ 18,641,985
Danish Stock Corporation [Member]
Consideration
Consideration issued	$ 18,050,000
Identified assets and liabilities
Cash	134,572
Intangible assets	223,316
Other receivables	29,906
Accounts payable and accruals	(29,779)
Total identified assets, liabilities, and noncontrolling interest	358,015
Minority interest	950,000
Excess purchase price allocated to goodwill	$ 18,641,985

v3.24.2.u1

BUSINESS COMBINATIONS (Details Narrative) - Danish Stock Corporation [Member]	May 13, 2024 $ / shares shares
Business Acquisition [Line Items]
Number of share issued for acquisitions | shares	38,000,000
Business acquisition, share price | $ / shares	$ 0.50

v3.24.2.u1

SCHEDULE OF WARRANT ACTIVITIES (Details) - Warrant [Member] - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants, Beginning balance	6,329,000
Weighted Average Exercise Price, Beginning balance	$ 1.00
Weighted Average Remaining Contractual term,Outstanding	1 year 1 month 6 days	1 year 4 months 6 days
Intrinsic Value, Beginning balance
Number of Warrants, Issued
Number of Warrants, Expired
Number of Warrants, Exercised	(60,000)
Number of Warrants, Ending balance	6,269,000	6,329,000
Weighted Average Exercise Price, Ending balance	$ 1.00	$ 1.00
Intrinsic Value, Ending balance

v3.24.2.u1

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 14, 2024	Jun. 30, 2024	Jun. 30, 2023
Subsequent Event [Line Items]
Proceeds from exercise of warrants		$ 60,000	$ 25,000
GK Partners [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock issued on exercise of warrants	160,000
Exercise price of warrants	$ 1.00
Proceeds from exercise of warrants	$ 160,000

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