U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

For the quarterly period ended December 31, 2022June 30, 2023

For the transition period from                    to

Commission File No. 0-28034

EKIMASNORDICUS PARTNERS CORPORATION

(Name of small business issuer in its charter)

Issuer’s telephone number (424) 256-8560

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

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.

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 ☐ YesNo ☒ No ☐

As of February 8,August 14, 2023, there were 5,681,24810,796,248 shares of the registrant’s Common Stock outstanding.

EKIMASNORDICUS PARTNERS CORPORATION

TABLE OF CONTENTS

EKIMAS CORPORATIONPART I - FINANCIAL INFORMATION

Balance SheetsItem 1. Financial Statements

(In thousands, except per share and per share amounts)

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

BALANCE SHEETS

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

EKIMASNORDICUS PARTNERS CORPORATION AND SUBSIDIARY

Statements of OperationsSTATEMENTS OF OPERATIONS

(Unaudited – In thousands, except per share amounts)(Unaudited)

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

EKIMASNORDICUS PARTNERS CORPORATION AND SUBSIDIARY

Statement of Stockholders’ EquitySTATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three and Nine Months Ended December 31,FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022 and 2021

(Unaudited – In thousands)(Unaudited)

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

EKIMASNORDICUS PARTNERS CORPORATION AND SUBSIDIARY

Statements of Cash FlowsSTATEMENTS OF CASH FLOWS

(Unaudited – In thousands)(Unaudited)

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

EKIMASNORDICUS PARTNERS CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31 31, 2022

(UNAUDITED)JUNE 30, 2023

NOTE 1 —- Business DescriptionORGANIZATION AND DESCRIPTION OF BUSINESS

Nordicus Partners Corporation (the “Company” “Nordicus”) was founded in 1993 as a subsidiary of PolyMedica Corporation. On January 31, 2020, (the “Closing Date”), 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 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%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.

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.

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%90% of our total shares of common stock outstanding.

Management continuesOn February 23, 2023, the Company and Nordicus Partners A/S, a Danish stock corporation, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners, Henrik Rouf and Life Science Power House ApS (“LSPH”). GK Partners, Rouf and LSPH are collectively referred to seekherein as the “Sellers”, and each individually as a “Seller”). Pursuant to identifythe 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 operating companyaggregate 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.

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.

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 purposesthree month period ending June 30, 2023, and not necessarily indicative of engaging in a merger or business combination of some kind, or acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. Although we have investigated certain opportunitiesthe results to determine whether they would have the potential to add value to usbe expected for the benefitfull 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 our stockholders, we have not yet entered into any binding arrangements.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 domaintain 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 ownexperienced 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 leaseless when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 and March 31, 2023.

Principles of Consolidation

The accompanying consolidated financial statements, includes the accounts of the Company and its wholly owned subsidiary, Nordicus Partners 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 June 30, 2023 and 2022, there were 6,610,000 and 5,860,000 potentially dilutive shares of common stock from warrants, respectively. Diluted shares are not presented when the effect of the computations are 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 propertymaterial impact on the financial statements unless otherwise disclosed, and maintainthe Company does not believe that there are any other new accounting pronouncements that have been issued that might have a corporate address at 3651 Lindell Road, Las Vegas, Nevada.material impact on its financial position or results of operations.

NOTE 2 —3 - Liquidity and Going ConcernGOING CONCERN

OurThe Company’s financial statements have been presentedprepared on the basis that we are a going concern basis, which contemplatesassumes the realization ofCompany will be able to realize its assets and satisfaction ofdischarge its liabilities in the normal course of business. During the three months ended December 31, 2022 and 2021, we reported a net loss of approximately $851,000 and $40,000, respectively. During the nine months ended December 31, 2022 and 2021, we reported a net loss of approximately $5,933,000 and $234,000, respectively. Cash flows of approximately $140,000 and $206,000 were used in operationsbusiness for the nine months ended December 31, 2022foreseeable future. The Company has not yet generated any revenue and 2021, respectively.has incurred losses since inception resulting in an accumulated deficit of $42,237,959 as of June 30, 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.

On October 12, 2021, we entered intoThe ability to continue as a Stock Purchase Agreement (the “SPA”)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 Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock,existing cash on a post-split basis, hand, loans from third parties and/or approximately 90% of our total sharesprivate placement of common stock outstanding for total cash considerationstock. The financial statements of $the Company do not include any adjustments that may result from the outcome of these uncertainties.

400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022.

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 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, ApS (“GK Partners”), a private investor located in Denmark, 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, 2023.2023. On February 14, 2023, GK Partners exercised a portion of theits warrant for 115,000 shares. There can be no assurances thatThe exercise price was $1.00 per share for total proceeds of $115,000. On June 26, 2023, GK Partners will exercise all orexercised a portion of the remainingits warrant during the term of the warrant.for 25,000

Our Board of Directors declared a cash distribution to stockholders pursuant to the terms and conditions of the SPA. shares. The cash distribution of approximatelyexercise price was $141,000, or $0.251.00 per share was paid on September 22, 2022, to stockholdersfor total proceeds of record as of March 15, 2022.$25,000

Management is seeking to identify an operating company for the purpose of effecting a merger or business combination, or to acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. We do not intend to restrict our consideration to any particular business or industry segment. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for the target’s products or services, or the inability to reach profitability in the next few years.

Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders. It is expected that if a transaction is consummated, although no such transaction is assured, then the closing of such a transaction will result in a change in control and such transaction would be expected to be accounted for as a reverse merger, with the operating company being considered the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements for all periods presented.

Although we have investigated certain opportunities to determine whether they would have the potential to add value to us for the benefit of our stockholders, we have not yet entered into any binding arrangements and there can be no assurance that we will ever identify an opportunity that could result in the consummation of merger or other business combination. As a result of the limited retained funds and uncertainty in consummating a possible merger or business combination, 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.

NOTE 3 — Interim Financial Statements and Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations for the three and nine months ended December 31, 2022, and cash flows for the nine months ended December 31, 2022, may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this quarterly report on Form 10-Q should be read in conjunction with our audited financial statements included in our annual report on Form 10-K, as of and for the fiscal year ended March 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”).

The preparationOn February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Nordicus Partners A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”), we issued 2,500,000 shares of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the amounts reported in our unaudited financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments.common stock (Note 1).

Our significant accounting policies are described in Note 3On 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 audited financial statements asCompany 5,000,000 restricted shares of March 31, 2022 which are included in our Annual Report on Form 10-K as filed withcommon stock of Myson, Inc. In exchange, the SEC on June 28, 2022.Company issued 2,500,000 restricted shares of its common stock to the Seller.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented.

NOTE 4 — Related Party Transactions

Mr. Michael Adams,Bennett Yankowitz, our former chief executive officer, was a non-employee consultant and holder of less than 1.0% of our outstanding common stock as of December 31, 2022. During the three months ended December 31, 2022 and 2021, Mr. Adams earned approximately $0 and $12,000, respectively, in consulting fees and was reimbursed $0 and approximately $5,000, respectively, for office expenses and car allowance. During the nine months ended December 31, 2022 and 2021, Mr. Adams earned approximately $0 and $66,000, respectively, in consulting fees and was reimbursed $0 and approximately $19,000, respectively, for office expenses and car allowance. As of December 31, 2022 and March 31, 2022, there were no amounts due to Mr. Adams in consideration of his consulting services and reimbursable expenses and allowances. In connection with the First Closing of the Stock Purchase Agreement which we entered into with Reddington Partners LLC on October 12, 2021, Mr. Adams resigned as our chief executive officer and sole director, and Mr. Bennett J. Yankowitz was appointed as our chief executive and financial officer and sole director.

Since October 12, 2021, Mr. Yankowitz, our chief executive and financial officer and solea director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). During the three and nine months ended December 31, 2022, weWe recorded legal fees for services incurredto the Affiliate of approximately $11,00010,924 and $21,00011,557, respectively. The fees for the three months ended June 30, 2023 and 2022, were offset by a $6,000 credit resulting from an immaterial error in the recording of two invoices during a previous period. During the three and nine months ended December 31, 2021, the Affiliate did not provide us legal or other services.respectively. As of December 31, 2022June 30, 2023 and March 31, 20222023, we had approximatelya $11,0007,713 and $12,0002,217 payable due to the Affiliate. Mr. Yankowitz does not receive cash compensation for acting as our chief executive officer and sole director.

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 November 28, 2022, we issued Bennett J. Yankowitz warrants to purchase 250,000 sharesApril 17, 2023, our Board of the Company’s Common Stock. The warrants haveDirectors approved an exercise price of $1.00 per share and expire on December 31, 2027. The warrants were issued as compensationemployment agreement for his acting as the sole director and theour 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 the Company. Refer to Note 8 valuation detail.$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.

NOTE 5 —- Transaction Fee

On May 20, 2021, we received a $22,000 cash deposit (the “Deposit”) in connection with a non-binding arrangement entered into with a private company having an interest in a potential business combination with us. On August 12, 2021, we were notified by the private company of their intent to terminate the arrangement. The arrangement provided that the Deposit was refundable, net of all reasonable legal, advisory and regulatory fees incurred by us. Our legal, advisory and regulatory fees exceeded the amount of the Deposit, accordingly, there was no refund due to the private company.

NOTE 6 — Loss Per Share

Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in loss that would result from the assumed conversion of potential shares. During the nine months ended December 31, 2022, the 6,750,000 shares underlying the issued warrants, would be considered anti-dilutive. There were no potentially dilutive shares for the nine months ended December 31, 2021.

NOTE 7 – Note Payable

On October 14, 2022, the Company issued a Demand Promissory Note (“Note”) to GK Partners ApS for which it received $40,000. The Note bears interest at 3% per annum and matures June 30, 2023.

NOTE 8 — Stockholders’ EquityPREFERRED 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, 2022June 30, 2023 and March 31, 2022,2023, there was are no Junior shares or Preferred Stock issued or outstanding.

Common StockNOTE 6 - COMMON STOCK TRANSACTIONS

On October 12, 2021, weJune 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. As of June 30, 2023, the shares have not yet been issued by the transfer agent and are shown as common stock to be issued.

On June 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement (the “SPA”“Agreement”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for, under which the purchase of a total of 5,114,475 of our common stock, on a post-split basis, for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022. PursuantSeller sold to the SPA, each of four stockholders (the “Principal Stockholders”) entered into a Voting Agreement with Reddington (the “Voting Agreements”).

Company

The sale of the first tranche of 21,136,2505,000,000 shares of our common stock, on a pre-split basis, was consummated on October 12, 2021 (the “First Closing”). At the First Closing, the Principal Stockholders entered into the Voting Agreements with Reddington, covering an aggregate of 4,434,240 shares of our common stock, on a pre-split basis. As a result of these transactions, Reddington obtained ownership or voting power over a total of 25,570,490 shares of our common stock, on a pre-split basis, constituting approximately 51.8% of our total outstanding shares. Accordingly, Reddington became the majority stockholder of the Company.

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 totalrestricted shares of common stock outstanding.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 agreement. As there is little to no trading of either company the Company used the $1.00 price of the Second Closing,recently issued and exercised warrants to value the Voting Agreements terminated.shares.

The cumulative purchase price for both tranches of shares of our common stock was $400,000. At the First Closing, Reddington paid the Company $200,000, $100,000 of which was required to be applied to the payment of our accrued and unpaid liabilities as of the First Closing date, and $100,000 of which was for working capital purposes. The remaining $200,000 was deposited to an escrow account with an independent escrow agent (the “Escrow Account”). At the Second Closing, if the $100,000 designated to pay for accrued and unpaid liabilities was not sufficient, funds from the Escrow Account were to be used to pay the remainder of such liabilities. At the Second Closing, Reddington paid us an additional $200,000. Pursuant to the SPA, any funds remaining after the payment of the accrued and unpaid liabilities, if any, and all funds in the Escrow Account, were to be combined and used solely for a special one-time cash distribution (the “Special Distribution”) by us, through a paying agent reasonably satisfactory to Reddington, to only our stockholders of record as of October 11, 2021, net of any costs associated with making the Special Distribution. Reddington and its Affiliates expressly waived any right to participate in the Special Distribution.

NOTE 7 - WARRANTS

The shares of common stock sold to Reddington were and will be sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of Reddington. There were no sales commissions paid pursuant to this transaction.

Warrants

On April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS, a private investor located in Denmark, 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 (the “Warrant”). As of December 31, 2022 the Warrant remains outstanding.

In determining the fair value of the Warrant,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 0.831.75 years utilizing the “simplified” method to develop an estimate of the expected term of “plain vanilla” warrant grants;years; (iv) expected volatility of approximately 203699.79%; (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 $5,010,0007,316,971 for the nine monthsyear ended DecemberMarch 31, 2022.2023.

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 a price of $1.00 per share and expire on December 31, 2027. As of December 31, 2022, there were no exercises pursuant to the terms of the Warrant and the Warrant remains outstanding.

Mr. Volpe’s Warrantswarrants were issued as compensation for consulting services provided to the Company. Mr. Yankowitz’s Warrantswarrants 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,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 $1.12as 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 nine monthsyear ended DecemberMarch 31, 2022.2023.

The aggregate intrinsic value totaled $0, for total outstanding and exercisable warrants and was based on the estimated fair value of our common stock of $0.99 as of December 31, 2022.SCHEDULE OF WARRANT ACTIVITIES

Cash Distribution to Stockholders

Our Board of Directors declared a cash distribution to stockholders pursuant to the terms and conditions of the SPA. The cash distribution of approximately $141,000, or $0.25 per share, was paid on September 22, 2022, to stockholders of record as of March 15, 2022.

Treasury Stock and Other Transactions

In June 2001, the Board of Directors adopted a share repurchase program authorizing the repurchase of up to 250,000 of our shares of common stock. In June 2004, the Board of Directors authorized the purchase of an additional 500,000 shares of common stock. Since June 2001, we have repurchased a total of 251,379 shares under the share repurchase program, leaving 498,621 shares remaining to purchase under the share repurchase program. No repurchases were made during the nine months ended December 31, 2022 and 2021. The share repurchase program authorizes repurchases from time to time in open market transactions, through privately negotiated transactions, block transactions or otherwise, at times and prices deemed appropriate by management, and is not subject to an expiration date.

Stockholder Rights Plan

Our Board of Directors approved the adoption of a stockholder rights plan (the “Rights Plan”) under which all stockholders of record as of February 8, 2008 will receive rights to purchase shares of the Junior Preferred Stock (the “Rights”). The Rights will be distributed as a dividend. Initially, the Rights will attach to, and trade with, our common stock. Subject to the terms, conditions and limitations of the Rights Plan, the Rights will become exercisable if (among other things) a person or group acquires 15% or more of our common stock. Upon such an event, and payment of the purchase price, each Right (except those held by the acquiring person or group) will entitle the holder to acquire shares of our common stock (or the economic equivalent thereof) having a value equal to twice the purchase price. Our Board of Directors may redeem the Rights prior to the time they are triggered. In the event of an unsolicited attempt to acquire us, the Rights Plan is intended to facilitate the full realization of our stockholder value and the fair and equal treatment of all of our stockholders. The Rights Plan does not prevent a takeover attempt.

NOTE 9 —8 - Subsequent EventsSUBSEQUENT EVENTS

On February 14, 2023, GK Partners exercised a portion of its warrant for 115,000 shares. The exercise price was $1.00 per share. The remaining 5,885,000 shares issuable under the warrant remain unexercised.

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.statements except as follows:

On July 26, 2023, GK Partners exercised a portion of its warrant for an additional 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000.

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

Cautionary Note Regarding Forward-Looking Statements

This Report on Form 10-QThe information in this report contains certainforward-looking statements. All statements thatother than statements of historical fact made in this report are “forward-looking” withinforward-looking. In particular, the meaningstatements 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 Private Securities Litigation Reform Actuse of 1995 (the “Litigation Reform Act”). These forward looking statements and other information are based on our beliefswords such as well as assumptions made by us using information currently available.

The words “anticipate,“believes,” “believe,“estimates,” “estimate,“could,” “expect,“possibly,” “intend,“probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” andor other variations or similar expressions, as they relate to us, are intended to identifywords. No assurances can be given that the future results anticipated by the forward-looking statements. Suchstatements will be achieved. Forward-looking statements reflect ourmanagement’s current views with respect to future eventsexpectations and are subject to certaininherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties and assumptions.materialize, our actual results may differ significantly from management’s expectations. Should one or more of these risks or uncertainties materialize, or should underlyingany of our assumptions prove incorrect, actual results may vary materiallyin material respects from those described herein as anticipated believed, estimated, expected, intendedin these forward-looking statements. The Company undertakes no obligation to update or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that suchrevise any forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Report on Form 10-Q. For example, given the cessation of our operations as a developer, manufacturer, marketer and seller of advanced polymers on January 31, 2020, resulting from the sale of substantially all of our assets to an independent third party, we became engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction whereby such a transaction would likely result in a change in control. If we are unable to effect a transaction with an operating company, we may be required to cease all operations, including liquidation through bankruptcy proceedings. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. You are encouraged to review our filings with the Securities and Exchange Commission and to read and carefully consider the additional information included in our Annual Report on Form 10K for the fiscal year ended March 31, 2022, including but not limited to the Risk Factors discussed in Part I, Item 1A. We assume no responsibility to update any forward-looking statementswhether 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 law.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.

BusinessCorporate History

On January 31, 2020 (the “Closing Date”), we completed the saleWe were founded in 1993 as a subsidiary of substantiallyPolyMedica Corporation (“PolyMedica”). In June 1996, PolyMedica distributed all of our assets (the “Asset Sale”) for a total purchase pricethe shares of $7,250,000 pursuantCardioTech International, Inc.’s common stock, par value $0.01 per share, which PolyMedica owned, to an Asset Purchase Agreement entered into between us and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”). Prior toPolyMedica stockholders of record. We were engaged in the Closing Date, we developed and manufacturedbusiness of developing advanced polymer materials which provided critical characteristicsfor use 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. 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, of the Asset Sale, we ceased operating as a developer, manufacturer marketer and seller of advanced polymers.polymers on January 31, 2020 (the “Closing Date”). 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. 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.

Management is seeking

On February 23, 2023, the Company and Nordicus Partners A/S, a Danish stock corporation, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”). GK Partners, Rouf and LSPH are collectively referred to identifyherein 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 operating company for the purposesaggregate of engaging in a merger or business combination of some kind, or acquire assets or2,500,000 shares of an entity actively engaged inthe Company’s common stock, par value $0.001 per share. As a business that generates sustained revenues. Although we have investigated certain opportunitiesresult of the Business Combination, Nordicus became a 100% wholly owned subsidiary of the Company.

On May 17, 2023, the Company changed its name to determine whether they would have the potentialNordicus Partners Corporation and its ticker symbol to add value to us for the benefit of our stockholders, we have not yet entered into any binding arrangements.NORD.

Our Business

We do not intendare a financial consulting company, specializing in providing Nordic companies with the best possible conditions to restrict our consideration to any particular business or industry segment. Because we have limited resources,establish themselves on the scope and numberU.S. market, taking advantage of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that ismanagement’s combined +90 years of experience in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for the target’s products or services, or the inability to reach profitabilitycorporate sector, serving in the next few years.different capacities both domestically and globally.

Any business combination or transaction will likely result

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

The aforementioned areas of expertise are widely applicable in a significant issuancelot of sharesindustries; however, the companies we service primarily operate in the following sectors:

Our mission going forward, is to assist the right Nordic companies realize their growth strategy, by fine tuning systems and substantial dilution to our present stockholders. As it is expected thatprocesses, sharpening the closing of such a transaction will result in a change in control, such transaction is expected to be accounted for as a reverse merger,commercial focus and providing companies with the operating company being consideredbest possible guidance and setup suited to successfully establish themselves on the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements for all periods presented.U.S. market.

Critical Accounting PoliciesThrough 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.

Our critical accounting policies are summarized in Note 3 toBesides the value we provide through our financial statements included in Item 8direct involvement with the companies, we have a comprehensive network of our annual report on Form 10-K for the fiscal year ended March 31, 2022. However, certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our financial statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategicbusiness partners and information available from other outside sources, as appropriate. Actual results may differ significantly fromassociates, which spans across Europe and the estimates contained in our unaudited financial statements. Other than as set forth below, there have been no changes to our critical accounting policies during the fiscal quarter ended December 31, 2022.

Stock-based CompensationU.S.

We appliedalso operate as a business incubator, in which we can provide added value by accelerating and smoothing companies’ transition to the provisionsU.S. through a number of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requiressupport resources and services such as office space, lawyers, bookkeepers, marketing specialists, etc. with years of experience navigating through the measurement and recognition of compensation expenseU.S. marketplace. Hence, providing companies with the optimal conditions needed for all stock-based awards made to employees, including employee stock options, in the condensed consolidated statements of operations.their international expansion.

ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.

Equity instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 as amended by ASU 2018-07. As such, the grant date is the measurement date of an award’s fair value., which is expensed over the requisite service period.

Results of Operations

Three Months Ended December 31,June 30, 2023 Compared to the Three Months Ended June 30, 2022 vs. December 31, 2021

Operating Expenses

During the three months ended December 31, 2022, our operating expenses were approximately $853,000 as compared with $40,000 for the comparable prior year period, an increase of approximately $813,000. Our operating expenses are composed of those costs necessary to operate a public company, which are primarily composed of management consultant fees, accounting fees, professional fees, and regulatory fees. The increase in these operating costs is the result of the recording of stock-basedJune 30, 2023, we had officer compensation expense of approximately $825,000 in connection with the issuance$27,000. On April 17, 2023, our Board of Directors approved an employment agreement for our chief executive officer, Henrik Rouf, and a warrants immediately exercisable into up to 750,000 shares ofconsulting agreement for our common stock. The increase in operating costs was offset by a decrease in professional and consulting fees incurred prior to the change of control resulting from the purchase of common stock by an investor on October 12, 2021.chief financial officer, Bennett J. Yankowitz.

Nine Months Ended December 31, 2022 vs. December 31, 2021Mr. 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.

Operating ExpensesMr. 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 ninethree months ended December 31,June 30, 2022, our operating expenses were approximately $5,941,000 as compared with $256,000we had stock-based compensation to a related party of $5,009,771, for the comparable prior year period, an increasefair value of approximately $5,685,000. Our operating expenses are composed of those costs necessary to operate a public company, which are primarily composed of management consultant fees, accounting fees, professional fees, and regulatory fees. The increase in these operating costs is primarily a result of the recording ofwarrants issued. We had no stock-based compensation of approximately $5,834,000expense in connection with the issuance of a warrant immediately exercisable into up to 6,750,000 shares of our common stock. The increase in these operation costs were offset by a decrease in professional and consulting fees incurred prior to the change of control resulting from the purchase of common stock by an investor on October 12, 2021.current period.

Other Income

For the three months ended June 30, 2023, we had professional fees of $19,925 compared to $9,004 for the three months ended June 30, 2022, an increase of $10,921 or 121.2%. The increase is largely due to increased legal expenses associated with the Contribution agreement with Nordicus Partners A/S.

On May 20, 2021,For the three months ended June 30, 2023, we receivedhad general and administrative expenses of $4,664 compared to $16,359 for the three months ended June 30, 2022, a $22,000 cash deposit (the “Deposit”)decrease of $11,695 or 71.4%. In the current period our transfer agent fees decreased approximately $6,600 and our advisory fees $3,000.

Other Income

For the three months ended June 30, 2023, we had interest income of $1,913 and other income of $9,380, for total other income of $11,293. We had no other income or expense in connection withthe prior period.

Net Loss

For the three months ended June 30, 2023, we had a non-binding arrangement entered into with a private company having an interestnet loss of $40,296 compared to $5,035,134 in a potential business combination with us. On August 12, 2021, we were notified by the private company of their intent to terminate the arrangement.prior period. The arrangement provided that the Deposit was refundable,large decrease in our net of all reasonable legal, advisory and regulatory fees incurred by us. Our legal, advisory and regulatory fees exceeded the amount of the Deposit, accordingly, there was no refundloss is due to the private company.non-cash expense we incurred in the prior period as discussed above. 

Liquidity and Capital Resources

As of December 31, 2022,During the three months ended June 30, 2023, we had cash of approximately $5,000 asused $48 in operating activities compared to a$59,976 used in operating activities in the prior period.

There was no cash balance of approximately $246,000 as of March 31,used in or provided by investing activities during the three months ended June 30, 2023 and 2022.

During the ninethree months ended December 31, 2022,June 30, 2023, we had net cashreceived $25,000 from financing activities from the exercise of approximately $140,000 used in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net loss of approximately $5,933,000; and (ii) a decrease in accounts payable, accrued expenses and related party payable of approximately $44,000. The cash used in operating activities were offset by stock-based compensation of approximately $5,835,000 in connection with the issuance of a warrant immediately exercisable into up to 6,750,000 shares of our common stock at an exercise price of $1.00 per share. During the nine months ended December 31, 2021, we had net cash of approximately $206,000 used in operating activities. Our cash flows used in operating activities is primarily a result of our net loss of approximately $234,000 which was offset by an increase in accounts payable and accrued expense of approximately $28,000.warrants.

During the nine months ended December 31, 2022 we had net cash of approximately $101,000 used in financing activities as a result of the cash distribution of approximately $141,000 on September 22, 2022 to our stockholders of record as of March 15, 2022, which was offset by the $40,000 received for a note payable. During the nine months ended December 31, 2021, we had net cash of $200,000 provided by financing activities which was a result of the issuance of an additional 21,136,250 shares of our common stock to a private investor in consideration of $200,000 in cash.

On January 31, 2020 (the “Closing Date”), 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”). 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 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 these shares of our common stock in two tranches on October 12, 2021 and March 15, 2022.Critical Accounting Policies

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realizationRefer to Note 2 of assets and satisfaction of liabilities in the normal course of business. During the three months ended December 31, 2022 and 2021, we reported a net loss of approximately $26,000 and $40,000, respectively. During the nine months ended December 31, 2022 and 2021, we reported a net loss of approximately $5,108,000 and $234,000, respectively. Cash flows of approximately $140,000 and $206,000 were used in operations for the nine months ended December 31, 2022 and 2021, respectively. 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.

Management is seeking to identify an operating company for the purposes of engaging in a merger or business combination of some kind or acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. Although we have investigated certain opportunities to determine whether they would have the potential to add value to us for the benefit of our stockholders, we have not yet entered into any binding arrangements.

We do not intend to restrict our consideration to any particular business or industry segment. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for the target’s products or services, or the inability to reach profitability in the next few years.

Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders. As it is expected that the closing of such a transaction will result in a change in control, such transaction is expected to be accounted for as a reverse merger, with the operating company being considered the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements contained elsewhere in this Form 10-Q for all periods presented.a summary of our critical accounting policies and recently adopted and issued accounting standards.

Off-Balance Sheet Arrangements

As of December 31, 2022,June 30, 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, 2022.June 30, 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, 2022June 30, 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

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On October 7, 2022, the Company, was notified by its auditor, Liggett & Webb, P.A. that it would no longer be offering auditing services. On October 7, 2022, the Company retained BF Borgers CPA PC to serve as the Company’s independent registered public accounting firm.None.

Item 6. Exhibits

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.