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 December 31, 2023

 

☐

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.)

 

3651 Lindell Road, Suite D565, Las Vegas, Nevada		89103
(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 February 1, 2024, there were 11,031,248 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 December 31, 2023 (unaudited) and March 31, 2023	3
	Statements of Operations for the three and nine months ended December 31, 2023 and 2022 (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended December 31, 2023 and 2022 (unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4	Controls and Procedures	15
PART II	OTHER INFORMATION	16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3	Defaults Upon Senior Securities	16
Item 4	Mine Safety Disclosures	16
Item 5	Other Information	16
Item 6	Exhibits	16
	Signatures	17

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Unaudited Financial Statements

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

		December 31, 2023				March 31, 2023
		(Unaudited)
ASSETS
Current assets:
Cash		$	38,788			$	7,149
Receivable			—				44,481
Prepaids and other current assets			—				770
Total current assets			38,788				52,400
Website			8,774				2,625
Investment in Myson, Inc.			1,750,000				—
Total Assets		$	1,797,562			$	55,025
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	37,451			$	1,354
Accounts payable – related party			—				12,127
Related party payable			25,521				13,886
Total current liabilities			62,972				27,367
Total Liabilities			62,972				27,367
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; 10,976,248 and 8,296,248 shares issued; respectively			10,976				8,296
Treasury stock, 1,534 shares at cost			(30,328	)			(30,328	)
Additional paid-in capital			44,173,233				42,246,688
Accumulated other comprehensive income			(7,552	)			665
Accumulated deficit			(42,411,739	)			(42,197,663	)
Total stockholders’ equity			1,734,590				27,658
Total liabilities and stockholders’ equity		$	1,797,562			$	55,025

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		2023				2022				2023				2022
		For the Three Months Ended December 31,								For the Nine Months Ended December 31,
		2023				2022				2023				2022
Operating expenses:
Officer compensation		$	30,158			$	—			$	87,751			$	—
Stock based compensation– related party			—				824,530				—				5,834,301
Professional fees			43,728				17,429				120,521				37,280
General and administrative			1,104				11,019				15,188				68,888
Total operating expenses			74,990				852,978				223,460				5,940,469
Loss from operations			(74,990	)			(852,978	)			(223,460	)			(5,940,469	)
Other income:
Other income			—				2,369				9,384				8,054
Total other income			—				2,369				9,384				8,054
Loss from operations before provision for income taxes			(74,990	)			(850,609	)			(214,076	)			(5,932,415	)
Provision for income taxes			—				—				—				—
Net loss			(74,990	)			(850,609	)			(214,076	)			(5,932,415	)
Other comprehensive income:
Foreign currency translation adjustment			(5,052	)			—				(8,217	)			—
Comprehensive Loss		$	(80,042	)		$	(850,609	)		$	(222,293	)		$	(5,932,415	)
Net loss per common share – basic and diluted		$	(0.01	)		$	(0.15	)		$	(0.02	)		$	(1.04	)
Weighted average shared – basic and diluted			10,878,422				5,681,248				10,117,475				5,681,248

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(Unaudited)

 

										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
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
Exercise of warrants			80,000				80				79,920				—				—				—				—				80,000
Net loss			—				—				—				(98,790	)			—				—				(3,104	)			(101,894	)
Balance at September 30, 2023			10,876,248			$	10,876				44,074,108				(42,336,749	)			(30,328	)			25,000				(2,500	)			1,740,407
Cash distribution			—				—				(775	)			—				—				—				—				(775	)
Exercise of warrants			100,000				100				99,900				—				—				(25,000	)			—				75,000
Net loss			—				—				—				(74,990	)			—				—				(5,052	)			(80,042	)
Balance at December 31, 2023			10,976,248			$	10,976			$	44,173,233			$	(42,411,739	)		$	(30,328	)		$	—			$	(7,552	)		$	1,734,590

 

		Shares				Amount				Capital				Deficit				Stock				Income				Equity
										Additional												Other				Total
		Common Stock								Paid-in				Accumulated				Treasury				Comprehensive				Stockholders’
		Shares				Amount				Capital				Deficit				Stock				Income				Equity
Balance at March 31, 2022			5,681,248			$	5,681			$	33,944,605			$	(33,725,447	)		$	(30,328	)		$	—			$	194,511
Stock-based compensation - fair value of warrants– related party			—				—				5,009,771				—				—				—				5,009,771
Net loss			—				—				—				(5,035,134	)			—				—				(5,035,134	)
Balance at June 30, 2022			5,681,248				5,681				38,954,376				(38,760,581	)			(30,328	)			—				169,148
Net loss			—				—				—				(46,672	)			—				—				(46,672	)
Balance at September 30, 2022			5,681,248			$	5,681				38,954,376				(38,807,253	)			(30,328	)			—				122,476
Stock-based compensation - fair value of warrants– related party			—				—				824,530				—				—				—				824,530
Net loss			—				—				—				(850,609	)			—				—				(850,609	)
Balance at December 31, 2022			5,681,248			$	5,681			$	39,778,906			$	(39,657,862	)		$	(30,328	)		$	—			$	96,397

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine Months Ended December 31,
		2023				2022
Cash flows from operating activities:
Net loss		$	(214,076	)		$	(5,932,415	)
Adjustments to reconcile net loss to net cash flows used in operating activities
Stock-based compensation – related party			—				5,834,301
Changes in assets and liabilities:
Prepaid expenses and other assets			(5,379	)			2,250
Receivables			44,481				—
Accounts payable – related party			(12,127	)			(372	)
Accounts payable and accrued expenses			36,097				(43,468	)
Net cash used in operating activities			(151,004	)			(139,704	)
Cash flows from financing activities:
Cash distribution to shareholder			(775	)			(141,350	)
Advance from related party			11,635				40,000
Proceeds from exercise of warrants			180,000				—
Net cash provided (used) by financing activities			190,860				(101,350	)
Net change in cash			39,856				(241,054	)
Effect of exchange rate on cash			(8,217	)			—
Cash at beginning of period			7,149				245,945
Cash at end of period		$	38,788			$	4,891
Supplemental disclosure of cash flow information:
Income taxes paid		$	—			$	—
Interest paid		$	—			$	—
Supplemental disclosure of non-cash activity:
Common stock issued for shares of Myson, Inc.		$	1,750,000			$	—

 

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

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

 

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

 

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.

 

7

 

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 nine month period ending December 31, 2023, and not necessarily indicative of the results to be expected for the full year ending March 31, 2024. 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, 2023.

 

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 December 31, 2023 and March 31, 2023.

 

Principles of Consolidation

 

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

 

Translation Adjustment

 

The accounts of the Company’s subsidiary 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.

 

8

 

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 December 31, 2023 and 2022, there were 6,455,000 and 5,860,000 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.

 

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 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 not yet generated any revenue and has incurred losses since inception resulting in an accumulated deficit of $42,411,739 as of December 31, 2023. 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, management believes there is substantial doubt about our 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, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

Mr. Thomas 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 also 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.

 

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 expires on December 31, 2023. On February 14, 2023, GK Partners exercised a portion of its warrant for 115,000 shares. The exercise price was $1.00 per share for total proceeds of $115,000. On June 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. On July 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. On August 24, 2023, GK Partners exercised a portion of its warrant for 30,000 shares. The exercise price was $1.00 per share for total proceeds of $30,000. During September 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. During Q3 K Partners exercised a portion of its warrant for 75,000 shares. The exercise price was $1.00 per share for total proceeds of $75,000.

 

9

 

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 Myson, 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 $19,527 and $15,221 for the nine months ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and March 31, 2023, we had a $0 and $6,574 payable due to the Affiliate.

 

As of March 31, 2023, the Company had a receivable of $44,481, due from GK Partners. The amount was received in Q1 FY 2024.

 

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.

 

Our employment agreement with Henrik Rouf, our chief executive officer, provides for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year.

 

Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year.

 

NOTE 5 - 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 December 31, 2023 and March 31, 2023, there are no shares or Preferred Stock issued or outstanding.

 

NOTE 6 - COMMON STOCK TRANSACTIONS

 

During the nine months ended December 31, 2023, GK Partners exercised a portion of its warrant for 180,000 shares. The exercise price was $1.00 per share for total proceeds of $180,000.

 

On June 20, 2023, the Company and GK Partners ApS 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 Myson, Inc. In exchange, the Company issued 2,500,000 restricted shares of its common stock to GK Partners. The shares were valued at $1,750,000, using $0.70 per share, the closing stock price on the last business day before the closing of the transaction under the Agreement. As there is little to no trading of either company the Company used the $1.00 price of the recently issued and exercised warrants to value the shares.

 

10

 

NOTE 7 - WARRANTS

 

On April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS, 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 expires on December 31, 2023. In determining the fair value of the warrant, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $1.00; (ii) fair market value of our common stock of $1.22 as quoted on the OTC Markets on the date of issuance of the Warrant; (iii) expected term of option of 1.75 years; (iv) expected volatility of 699.79%; (v) expected dividend rate of 0.0%; and (vi) risk-free interest rate of approximately 2.44%. As a result, we recorded stock-based compensation of approximately $7,316,971 for the year ended March 31, 2023. On December 22, 2023, the expiration date of the 5,705,000 remaining warrants was extended December 31, 2024.

 

On November 28, 2022, we issued 1) to David Volpe a warrant to purchase 500,000 shares of the Company’s Common Stock and 2) to Bennett J. Yankowitz a warrant to purchase 250,000 shares of the Company’s Common Stock. The warrants have an exercise price of $1.00 per share and expire on December 31, 2027. Mr. Volpe’s warrants were issued as compensation for consulting services provided to the Company. Mr. Yankowitz’s warrants were issued as compensation for his acting as the sole director and the chief executive officer of the Company. In determining the fair value of the warrants, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $1.00; (ii) fair market value of our common stock of $1.12 as quoted on the OTC Markets on the date of issuance of the Warrant; (iii) term of option of 5 years; (iv) expected volatility of approximately 206%; (v) expected dividend rate of 0.0%; and (vi) risk-free interest rate of approximately 3.88%. As a result, we recorded total stock-based compensation of approximately $825,000 for the year ended March 31, 2023.

 SCHEDULE OF WARRANT ACTIVITIES

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contract Term				Intrinsic Value
Outstanding, March 31, 2023			6,635,000			$	1.00				1.21			$	—
Issued			—			$	—				—
Expired			—			$	—				—
Exercised			(180,000	)		$	—				—
Outstanding, December 31, 2023			6,455,000			$	1.00				1.35			$	—

 

NOTE 8 - 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 does not have any material subsequent events to disclose in these financial statements except as follows.

 

On January 11, 2024, GK Partners exercised a portion of its warrant for 55,000 shares of common stock. The exercise price was $1.00 per share for total proceeds of $55,000.

 

 

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 as a subsidiary of PolyMedica Corporation (“PolyMedica”). In June 1996, PolyMedica distributed all of the shares of CardioTech International, Inc.’s common stock, par value $0.01 per share, which PolyMedica owned, to PolyMedica stockholders of record. We were engaged in the business of developing advanced polymer materials for use in medical devices designed for treating a broad range of anatomical sites and disease states. In July 1999, we acquired the assets of Tyndale-Plains-Hunter (“TPH”), a manufacturer of specialty hydrophilic polyurethanes.

 

In April 2001, we acquired Catheter and Disposables Technology, Inc. (“CDT”), a contract manufacturer of advanced disposable medical devices. In April 2003, we acquired Gish Biomedical, Inc. (“Gish”), a manufacturer of single use cardiopulmonary bypass products. In the development of our business model, we reviewed the strategic fit of our various business operations and determined that CDT and Gish did not fit our strategic direction. Gish was sold in July 2007 and CDT was sold in March 2008.

 

Effective October 26, 2007, pursuant to stockholder approval, we 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 November 25, 2019, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”) for the sale of substantially all of our assets for a total purchase price of $7,250,000. The Asset Purchase Agreement was approved by our stockholders on January 21, 2020. As a result, we ceased operating as a manufacturer and seller of advanced polymers on January 31, 2020 (the “Closing Date”). Subsequent to the Closing Date, we became engaged in efforts to identify 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. Although certain opportunities have been investigated to determine whether a potential merger or investment opportunity could add value for the benefit of our shareholders, we have not yet entered into any binding arrangements.

 

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

 

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 following sectors:

 

	●	Green Energy / Clean Tech,
	●	Life Science,
	●	E-commerce,
	●	Blockchain, and
	●	SaaS

 

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 December 31, 2023 Compared to the Three Months Ended December 31, 2022

 

Operating Expenses

 

During the three months ended December 31, 2023, we had officer compensation expense of $30,158. 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.

 

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. 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.

 

For the three months ended December 31, 2023, we had professional fees of $43,728 compared to $17,429 for the three months ended December 31, 2022, an increase of $26,299 or 150.89%. The increase is largely due to increased legal expenses associated with the filing of our Form S-1 Registration Statement.

 

For the three months ended December 31, 2023, we had general and administrative expenses of $1,104 compared to $11,019 for the three months ended December 31, 2022, a decrease of $9,915 or 89.98%. In the prior period we incurred Finra and SEC fees that we did not have in the current period.

 

Other Income

 

For the three months ended December 31, 2023, we had no other expense or expense compared to total other income of $2,369 in the prior period.

 

Net Loss

 

For the three months ended December 31, 2023, we had a net loss of $74,990 compared to $850,609 in the prior period. The large decrease in our net loss is due to the non-cash expense we incurred in the prior period as discussed above.

 

Nine Months Ended December 31, 2023 Compared to the Nine Months Ended December 31, 2022

 

Operating Expenses

 

During the nine months ended December 31, 2023, we had officer compensation expense of $87,751. 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.

 

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. 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.

 

During the nine months ended December 31, 2022, we had stock-based compensation to a related party of $5,834,301, for the fair value of warrants issued. We had no stock-based compensation expense in the current period.

 

For the nine months ended December 31, 2023, we had professional fees of $120,521 compared to $37,280 for the nine months ended December 31, 2022, an increase of $83,241 or 223.3%. The increase is largely due to increased legal expenses associated with the Contribution agreement with Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S) the well as our filing of our Form S-1 Registration Statement.

 

 

For the nine months ended December 31, 2023, we had general and administrative expenses of $15,188 compared to $68,888 for the nine months ended December 31, 2022, a decrease of $53,700 or 77.95%. In the current period our transfer agent fees decreased approximately $13,900 and our advisory fees $25,700.

 

Other Income

 

For the nine months ended December 31, 2023, we had other income of $9,384 compared to other income of $8,054 for the prior period.

 

Net Loss

 

For the nine months ended December 31, 2023, we had a net loss of $214,076 compared to $5,932,415 in the prior period. The large decrease in our net loss is due to the non-cash expense we incurred in the prior period as discussed above.

 

Liquidity and Capital Resources

 

During the nine months ended December 31, 2023, we used $151,004 in operating activities compared to $139,704 used in operating activities in the prior period.

 

There was no cash used in or provided by investing activities during the nine months ended December 31, 2023 and 2022.

 

During the nine months ended December 31, 2023, we received $190,860 from financing activities. We received $180,000 from the exercise of warrants, $11,635 from a related party and paid $775 to a shareholder. In the prior period we used $101,350. $141,350 was paid as a contribution to a shareholder and $40,000 was received from a related party.

 

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 December 31, 2023, 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 December 31, 2023, 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 December 31, 2023, 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: February 6, 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/ Christian Hill-Madsen
		Christian Hill-Madsen
		Director
	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: February 6, 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: February 6, 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 December 31, 2023, 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: February 6, 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 December 31, 2023, 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: February 6, 2024
/s/ Bennett J. Yankowitz
Bennett J. Yankowitz
Chief Financial Officer

 

 

 

 

v3.24.0.1

Cover - shares	9 Months Ended
	Dec. 31, 2023	Feb. 01, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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	3651 Lindell Road
Entity Address, Address Line Two	Suite D565
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89103
City Area Code	(310)
Local Phone Number	666-0750
Title of 12(g) Security	Common Stock, $0.001 par value per share
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,031,248

v3.24.0.1

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Current assets:
Cash	$ 38,788	$ 7,149
Receivable		44,481
Prepaids and other current assets		770
Total current assets	38,788	52,400
Website	8,774	2,625
Investment in Myson, Inc.	1,750,000
Total Assets	1,797,562	55,025
Current liabilities:
Accounts payable and accrued expenses	37,451	1,354
Total current liabilities	62,972	27,367
Total Liabilities	62,972	27,367
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; 10,976,248 and 8,296,248 shares issued; respectively	10,976	8,296
Treasury stock, 1,534 shares at cost	(30,328)	(30,328)
Additional paid-in capital	44,173,233	42,246,688
Accumulated other comprehensive income	(7,552)	665
Accumulated deficit	(42,411,739)	(42,197,663)
Total stockholders’ equity	1,734,590	27,658
Total liabilities and stockholders’ equity	1,797,562	55,025
Related Party [Member]
Current liabilities:
Accounts payable – related party		12,127
Related party payable	$ 25,521	$ 13,886

v3.24.0.1

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Mar. 31, 2023
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	10,976,248	8,296,248
Treasury stock, shares	1,534	1,534

v3.24.0.1

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Officer compensation	$ 30,158		$ 87,751
Stock based compensation– related party		824,530		5,834,301
Professional fees	43,728	17,429	120,521	37,280
General and administrative	1,104	11,019	15,188	68,888
Total operating expenses	74,990	852,978	223,460	5,940,469
Loss from operations	(74,990)	(852,978)	(223,460)	(5,940,469)
Other income:
Other income		2,369	9,384	8,054
Total other income		2,369	9,384	8,054
Loss from operations before provision for income taxes	(74,990)	(850,609)	(214,076)	(5,932,415)
Provision for income taxes
Net loss	(74,990)	(850,609)	(214,076)	(5,932,415)
Other comprehensive income:
Foreign currency translation adjustment	(5,052)		(8,217)
Comprehensive Loss	$ (80,042)	$ (850,609)	$ (222,293)	$ (5,932,415)
Net loss per common share - basic	$ (0.01)	$ (0.15)	$ (0.02)	$ (1.04)
Net loss per common share - diluted	$ (0.01)	$ (0.15)	$ (0.02)	$ (1.04)
Weighted average shared - basic	10,878,422	5,681,248	10,117,475	5,681,248
Weighted average shared - diluted	10,878,422	5,681,248	10,117,475	5,681,248

v3.24.0.1

Consolidated Statements of Changes in Stockholders' Deficit (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
Beginning balance, value at Mar. 31, 2022	$ 5,681	$ 33,944,605	$ (33,725,447)	$ (30,328)			$ 194,511
Beginning balance, shares at Mar. 31, 2022	5,681,248
Net loss			(5,035,134)				(5,035,134)
Stock-based compensation - fair value of warrants– related party		5,009,771					5,009,771
Ending balance, value at Jun. 30, 2022	$ 5,681	38,954,376	(38,760,581)	(30,328)			169,148
Ending balance, shares at Jun. 30, 2022	5,681,248
Beginning balance, value at Mar. 31, 2022	$ 5,681	33,944,605	(33,725,447)	(30,328)			194,511
Beginning balance, shares at Mar. 31, 2022	5,681,248
Net loss							(5,932,415)
Ending balance, value at Dec. 31, 2022	$ 5,681	39,778,906	(39,657,862)	(30,328)			96,397
Ending balance, shares at Dec. 31, 2022	5,681,248
Beginning balance, value at Jun. 30, 2022	$ 5,681	38,954,376	(38,760,581)	(30,328)			169,148
Beginning balance, shares at Jun. 30, 2022	5,681,248
Net loss			(46,672)				(46,672)
Ending balance, value at Sep. 30, 2022	$ 5,681	38,954,376	(38,807,253)	(30,328)			122,476
Ending balance, shares at Sep. 30, 2022	5,681,248
Net loss			(850,609)				(850,609)
Stock-based compensation - fair value of warrants– related party		824,530					824,530
Ending balance, value at Dec. 31, 2022	$ 5,681	39,778,906	(39,657,862)	(30,328)			96,397
Ending balance, shares at Dec. 31, 2022	5,681,248
Beginning balance, value at Mar. 31, 2023	$ 8,296	42,246,688	(42,197,663)	(30,328)		665	27,658
Beginning balance, shares at Mar. 31, 2023	8,296,248
Shares issued for stock investment	$ 2,500	1,747,500					1,750,000
Shares issued for stock investment, shares	2,500,000
Exercise of warrants					25,000		25,000
Exercise of warrants, shares
Net loss			(40,296)			(61)	(40,357)
Ending balance, value at Jun. 30, 2023	$ 10,796	43,994,188	(42,237,959)	(30,328)	25,000	604	1,762,301
Ending balance, shares at Jun. 30, 2023	10,796,248
Beginning balance, value at Mar. 31, 2023	$ 8,296	42,246,688	(42,197,663)	(30,328)		665	27,658
Beginning balance, shares at Mar. 31, 2023	8,296,248
Net loss							(222,293)
Ending balance, value at Dec. 31, 2023	$ 10,976	44,173,233	(42,411,739)	(30,328)		(7,552)	1,734,590
Ending balance, shares at Dec. 31, 2023	10,976,248
Beginning balance, value at Jun. 30, 2023	$ 10,796	43,994,188	(42,237,959)	(30,328)	25,000	604	1,762,301
Beginning balance, shares at Jun. 30, 2023	10,796,248
Exercise of warrants	$ 80	79,920					80,000
Exercise of warrants, shares	80,000
Net loss			(98,790)			(3,104)	(101,894)
Ending balance, value at Sep. 30, 2023	$ 10,876	44,074,108	(42,336,749)	(30,328)	25,000	(2,500)	1,740,407
Ending balance, shares at Sep. 30, 2023	10,876,248
Exercise of warrants	$ 100	99,900			(25,000)		75,000
Exercise of warrants, shares	100,000
Net loss			(74,990)			(5,052)	(80,042)
Cash distribution		(775)					(775)
Ending balance, value at Dec. 31, 2023	$ 10,976	$ 44,173,233	$ (42,411,739)	$ (30,328)		$ (7,552)	$ 1,734,590
Ending balance, shares at Dec. 31, 2023	10,976,248

v3.24.0.1

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (214,076)	$ (5,932,415)
Adjustments to reconcile net loss to net cash flows used in operating activities
Stock-based compensation – related party		5,834,301
Changes in assets and liabilities:
Prepaid expenses and other assets	(5,379)	2,250
Receivables	44,481
Accounts payable – related party	(12,127)	(372)
Accounts payable and accrued expenses	36,097	(43,468)
Net cash used in operating activities	(151,004)	(139,704)
Cash flows from financing activities:
Cash distribution to shareholder	(775)	(141,350)
Advance from related party	11,635	40,000
Proceeds from exercise of warrants	180,000
Net cash provided (used) by financing activities	190,860	(101,350)
Net change in cash	39,856	(241,054)
Effect of exchange rate on cash	(8,217)
Cash at beginning of period	7,149	245,945
Cash at end of period	38,788	4,891
Supplemental disclosure of cash flow information:
Income taxes paid
Interest paid
Supplemental disclosure of non-cash activity:
Common stock issued for shares of Myson, Inc.	$ 1,750,000

v3.24.0.1

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Dec. 31, 2023
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 May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.   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.

v3.24.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Dec. 31, 2023
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 nine month period ending December 31, 2023, and not necessarily indicative of the results to be expected for the full year ending March 31, 2024. 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, 2023.   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 December 31, 2023 and March 31, 2023.   Principles of Consolidation   The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Managementselskabet af 12.08.2020 A/S. All significant intercompany transactions have been eliminated in consolidation.   Translation Adjustment   The accounts of the Company’s subsidiary 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.     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 December 31, 2023 and 2022, there were 6,455,000 and 5,860,000 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.   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.

v3.24.0.1

GOING CONCERN	9 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 - GOING CONCERN   The Company’s 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 not yet generated any revenue and has incurred losses since inception resulting in an accumulated deficit of $42,411,739 as of December 31, 2023. 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, management believes there is substantial doubt about our 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, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

v3.24.0.1

RELATED PARTY TRANSACTIONS	9 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS   Mr. Thomas 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 also 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.   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 expires on December 31, 2023. On February 14, 2023, GK Partners exercised a portion of its warrant for 115,000 shares. The exercise price was $1.00 per share for total proceeds of $115,000. On June 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. On July 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. On August 24, 2023, GK Partners exercised a portion of its warrant for 30,000 shares. The exercise price was $1.00 per share for total proceeds of $30,000. During September 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. During Q3 K Partners exercised a portion of its warrant for 75,000 shares. The exercise price was $1.00 per share for total proceeds of $75,000.     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 Myson, 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 $19,527 and $15,221 for the nine months ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and March 31, 2023, we had a $0 and $6,574 payable due to the Affiliate.   As of March 31, 2023, the Company had a receivable of $44,481, due from GK Partners. The amount was received in Q1 FY 2024.   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.   Our employment agreement with Henrik Rouf, our chief executive officer, provides for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year.   Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year.

v3.24.0.1

PREFERRED STOCK	9 Months Ended
	Dec. 31, 2023
Equity [Abstract]
PREFERRED STOCK	NOTE 5 - 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 December 31, 2023 and March 31, 2023, there are no shares or Preferred Stock issued or outstanding.

v3.24.0.1

COMMON STOCK TRANSACTIONS	9 Months Ended
	Dec. 31, 2023
Equity [Abstract]
COMMON STOCK TRANSACTIONS	NOTE 6 - COMMON STOCK TRANSACTIONS   During the nine months ended December 31, 2023, GK Partners exercised a portion of its warrant for 180,000 shares. The exercise price was $1.00 per share for total proceeds of $180,000.   On June 20, 2023, the Company and GK Partners ApS 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 Myson, Inc. In exchange, the Company issued 2,500,000 restricted shares of its common stock to GK Partners. The shares were valued at $1,750,000, using $0.70 per share, the closing stock price on the last business day before the closing of the transaction under the Agreement. As there is little to no trading of either company the Company used the $1.00 price of the recently issued and exercised warrants to value the shares.

v3.24.0.1

WARRANTS	9 Months Ended
	Dec. 31, 2023
Warrants
WARRANTS	NOTE 7 - WARRANTS   On April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS, 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 expires on December 31, 2023. In determining the fair value of the warrant, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $1.00; (ii) fair market value of our common stock of $1.22 as quoted on the OTC Markets on the date of issuance of the Warrant; (iii) expected term of option of 1.75 years; (iv) expected volatility of 699.79%; (v) expected dividend rate of 0.0%; and (vi) risk-free interest rate of approximately 2.44%. As a result, we recorded stock-based compensation of approximately $7,316,971 for the year ended March 31, 2023. On December 22, 2023, the expiration date of the 5,705,000 remaining warrants was extended December 31, 2024.   On November 28, 2022, we issued 1) to David Volpe a warrant to purchase 500,000 shares of the Company’s Common Stock and 2) to Bennett J. Yankowitz a warrant to purchase 250,000 shares of the Company’s Common Stock. The warrants have an exercise price of $1.00 per share and expire on December 31, 2027. Mr. Volpe’s warrants were issued as compensation for consulting services provided to the Company. Mr. Yankowitz’s warrants were issued as compensation for his acting as the sole director and the chief executive officer of the Company. In determining the fair value of the warrants, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $1.00; (ii) fair market value of our common stock of $1.12 as quoted on the OTC Markets on the date of issuance of the Warrant; (iii) term of option of 5 years; (iv) expected volatility of approximately 206%; (v) expected dividend rate of 0.0%; and (vi) risk-free interest rate of approximately 3.88%. As a result, we recorded total stock-based compensation of approximately $825,000 for the year ended March 31, 2023.  SCHEDULE OF WARRANT ACTIVITIES     Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term     Intrinsic Value   Outstanding, March 31, 2023     6,635,000     $ 1.00       1.21     $ —   Issued     —     $ —       —           Expired     —     $ —       —           Exercised     (180,000 )   $ —       —           Outstanding, December 31, 2023     6,455,000     $ 1.00       1.35     $ —

v3.24.0.1

SUBSEQUENT EVENTS	9 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 - 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 does not have any material subsequent events to disclose in these financial statements except as follows.   On January 11, 2024, GK Partners exercised a portion of its warrant for 55,000 shares of common stock. The exercise price was $1.00 per share for total proceeds of $55,000.

v3.24.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Dec. 31, 2023
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 nine month period ending December 31, 2023, and not necessarily indicative of the results to be expected for the full year ending March 31, 2024. 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, 2023.
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 December 31, 2023 and March 31, 2023.
Principles of Consolidation	Principles of Consolidation   The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Managementselskabet af 12.08.2020 A/S. All significant intercompany transactions have been eliminated in consolidation.
Translation Adjustment	Translation Adjustment   The accounts of the Company’s subsidiary 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.
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 December 31, 2023 and 2022, there were 6,455,000 and 5,860,000 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.
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.

v3.24.0.1

WARRANTS (Tables)	9 Months Ended
	Dec. 31, 2023
Warrants
SCHEDULE OF WARRANT ACTIVITIES	SCHEDULE OF WARRANT ACTIVITIES     Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term     Intrinsic Value   Outstanding, March 31, 2023     6,635,000     $ 1.00       1.21     $ —   Issued     —     $ —       —           Expired     —     $ —       —           Exercised     (180,000 )   $ —       —           Outstanding, December 31, 2023     6,455,000     $ 1.00       1.35     $ —

v3.24.0.1

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)						3 Months Ended
	Feb. 23, 2023	Mar. 15, 2022	Mar. 11, 2022	Oct. 12, 2021	Jan. 31, 2020	Jun. 30, 2023	Dec. 31, 2023	Mar. 31, 2023
Cash consideration for share						$ 1,750,000
Common stock, par value							$ 0.001	$ 0.001
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
Percentage of outstanding common stock				90.00%
Cash consideration for share				$ 400,000
Reverse stock split			1-for 50 reverse stock split
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
Percentage of outstanding common stock	100.00%
Common stock, par value	$ 0.001
Contribution Agreement [Member] | Nordicus Partners A/S [Member]
Ownership percentage	100.00%

v3.24.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0		$ 0
Antidilutive securities	6,455,000	5,860,000

v3.24.0.1

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 42,411,739	$ 42,197,663

v3.24.0.1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)								1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 24, 2023	Jul. 26, 2023	Jun. 26, 2023	Jun. 20, 2023	Apr. 17, 2023	Feb. 23, 2023	Feb. 14, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 22, 2023	Mar. 31, 2023	Apr. 11, 2022
Related Party Transaction [Line Items]
Proceeds from exercise of warrants											$ 180,000
Receivable														$ 44,481
Base salary per year									$ 30,158		$ 87,751
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 of warrants	$ 1.00	$ 1.00	$ 1.00	$ 1.00			$ 1.00	$ 1.00	$ 1.00		$ 1.00				$ 1.00
Warrant expiration date													Dec. 31, 2024		Dec. 31, 2023
Shares issued in exercise of warrants	30,000	25,000	25,000				115,000	25,000	75,000		180,000
Proceeds from exercise of warrants	$ 30,000	$ 25,000	$ 25,000				$ 115,000	$ 25,000	$ 75,000		$ 180,000
Receivable														44,481
GK Partners [Member] | Restricted Stock [Member]
Related Party Transaction [Line Items]
Shares issued				2,500,000
GK Partners [Member] | Myson, 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											19,527	$ 15,221
Due to related party									$ 0		$ 0			$ 6,574
Base salary per year					$ 36,000
Employment agreement term					1 year
Henrik Rouf [Member]
Related Party Transaction [Line Items]
Base salary per year					$ 72,000
Employment agreement term					1 year

v3.24.0.1

PREFERRED STOCK (Details Narrative) - $ / shares	9 Months Ended
	Dec. 31, 2023	Mar. 31, 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
Preferred stock, shares outstanding	0	0
Series A Junior Participating Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	500,000

v3.24.0.1

COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 24, 2023	Jul. 26, 2023	Jun. 26, 2023	Jun. 20, 2023	Feb. 14, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Apr. 11, 2022
Defined Benefit Plan Disclosure [Line Items]
Total proceeds								$ 180,000
GK Partners [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares issued in exercise of warrants	30,000	25,000	25,000		115,000	25,000	75,000	180,000
Exercise price of warrants	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00		$ 1.00
Total proceeds	$ 30,000	$ 25,000	$ 25,000		$ 115,000	$ 25,000	$ 75,000	$ 180,000
Value of shares sold				$ 1,750,000
Share price per share				$ 0.70
GK Partners [Member] | Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares sold				2,500,000
GK Partners [Member] | Myson, Inc. [Member] | Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares sold				5,000,000

v3.24.0.1

SCHEDULE OF WARRANT ACTIVITIES (Details) - Warrant [Member] - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Number of Warrants, Beginning balance	6,635,000
Weighted Average Exercise Price, Beginning balance	$ 1.00
Weighted Average Remaining Contractual term,Outstanding	1 year 4 months 6 days	1 year 2 months 15 days
Intrinsic Value, Beginning balance
Number of Warrants, Issued
Warrants Outstanding, Cancelled
Number of Warrants, Exercised	(180,000)
Number of Warrants, Ending balance	6,455,000	6,635,000
Weighted Average Exercise Price, Ending balance	$ 1.00	$ 1.00
Intrinsic Value, Ending balance

v3.24.0.1

WARRANTS (Details Narrative) - USD ($)			12 Months Ended
	Nov. 28, 2022	Apr. 11, 2022	Mar. 31, 2023	Dec. 31, 2023	Dec. 22, 2023	Sep. 30, 2023	Aug. 24, 2023	Jul. 26, 2023	Jun. 26, 2023	Jun. 20, 2023	Feb. 14, 2023
David Volpe [Member]
Defined Benefit Plan Disclosure [Line Items]
Warrant to purchase shares	500,000
Mr. Bennett Yankowitz [Member]
Defined Benefit Plan Disclosure [Line Items]
Warrant to purchase shares	250,000
Volpe and Yankowitz [Member]
Defined Benefit Plan Disclosure [Line Items]
Exercise price of warrants	$ 1.00
Warrant expiration date	Dec. 31, 2027
Stock based compensation			$ 825,000
Warrant [Member] | Volpe and Yankowitz [Member]
Defined Benefit Plan Disclosure [Line Items]
Exercise price	$ 1.00
Price per share	$ 1.12
Expected term	5 years
Expected volatility	206.00%
Expected dividend rate	0.00%
Risk-free interest rate	3.88%
GK Partners [Member]
Defined Benefit Plan Disclosure [Line Items]
Warrant to purchase shares		6,000,000
Exercise price of warrants		$ 1.00		$ 1.00		$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Warrant expiration date		Dec. 31, 2023			Dec. 31, 2024
Price per share										$ 0.70
Stock based compensation			$ 7,316,971
Number of remaining warrants					5,705,000
GK Partners [Member] | Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
Exercise price		$ 1.00
Price per share		$ 1.22
Expected term		1 year 9 months
Expected volatility		699.79%
Expected dividend rate		0.00%
Risk-free interest rate		2.44%

v3.24.0.1

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		9 Months Ended
	Jan. 11, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Proceeds from exercise of warrants		$ 180,000
Subsequent Event [Member] | GK Partners [Member]
Subsequent Event [Line Items]
Common stock issued on exercise of warrants	55,000
Exercise price of warrants	$ 1.00
Proceeds from exercise of warrants	$ 55,000

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