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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS Including Independent Auditors' Report

As filed with the Securities and Exchange Commission on May 9, 2005October 24, 2023

Registration Statement No. 333-124308333-274588

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENTAmendment No. 1 TO

To

FORM S-1
S-1/A

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

CardioTech International, Inc.
NORDICUS PARTNERS CORPORATION

(Exact name of registrantRegistrant as specified in its charter)

3651 Lindell Road

Suite D565

Las Vegas, NV89103

(424)256-8560

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Henrik Rouf

President and CEO

3651 Lindell Road

Suite D565

Las Vegas, NV89103

(424)256-8560

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
David Selengut,

Ernest M. Stern, Esq.
Ellenoff Grossman & Schole LLP
370 Lexington Ave., 19th Floor
New York, New York 10017
(212) 370-1300
Culhane Meadows PLLC

1701 Pennsylvania Avenue, N.W.
Suite 200

Washington, D.C. 20006

(301) 910-2030

Approximate dateDate of proposed saleProposed Sale to the public:
Public: As soon as practicable after the effective date of this registration statement becomes effective.statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o☐

        If delivery

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the prospectus is expected to be made pursuant to Rule 434, pleaseExchange Act.

If an emerging growth company, indicate by check the following box.    o

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purposes of determining the registration fee. Pursuant to Rule 457(a),mark if the numberregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of shares of common stockthe Securities Act. ☐

This registrant hereby amends this Registration Statement on such date or dates as may be necessary to be offered hereunder shall be increased by an amendment filed prior to thedelay its effective date ofuntil the registrant shall file a further amendment which specifically states that this registration statement, an additional filing feeRegistration Statement shall be paid.

(2)

Estimated solely for the purposes of determining the registration fee. Inthereafter become effective in accordance with Rule 457(c) underSection 8(a) of the Securities Act of 1933 or until the above calculation is basedRegistration Statement shall become effective on such date as the average of the high and low prices reported on the American Stock Exchange on April 21, 2005.

(3)

Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTIONcommission, acting pursuant to said Section 8(a), MAY DETERMINE.may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

875,000SUBJECT TO COMPLETION, DATED _______, 2023

Prospectus

8,980,857 Shares of Common Stock
of
CardioTech International, Inc.
common stock

Nordicus Partners Corporation

This prospectus relates to the public offering of 875,000covers 8,980,857 shares of our common stock par value $0.01 per share, tothat may be issued in connection with our acquisitionoffered for resale or otherwise disposed of substantially allby the assets and certain liabilities of CarTika Medical, Inc., a private medical device contract manufacturer headquartered in Plymouth, MN. The number of shares was determined basedselling stockholders listed on the fair market valueSelling Stockholder table on page 19 (the “Selling Stockholders”) at a fixed price of our common stock as of March 31, 2005. We expect to close our acquisition of CarTika Medical shortly after this registration statement is declared effective. We will pay the expenses of registering these shares. The actual number of shares will be determined at the date of close based on closing market value of the Company's common stock but will not exceed 875,000 shares.

        Our common stock is traded on the American Stock Exchange under the symbol "CTE." On May 5, 2005,$0.65, the closing price of our common stock on October 23, 2023.

We will not receive any proceeds from the American Stock Exchange was $2.05 per share.sale or other disposition of the securities by the Selling Stockholders.

Henrik Rouf, our President and CEO, and a Selling Shareholder together beneficially own approximately 55% of our outstanding shares of common stock (including a warrant to purchase up to 6,000,000 shares of our common stock). Accordingly, Henrik Rouf and the Selling Stockholder, until such Selling Stockholder sells a significant portion of our shares that such Selling Stockholder now owns, will have voting control over all matters submitted to the holders of our common stock for approval, including the election of directors, amendments to our certificate of incorporation and major corporate transactions.

We are a Massachusetts corporation.“smaller reporting company” under the federal securities laws and will be subject to reduced public company reporting requirements as set forth on page 5 of this prospectus. Our principal offices are located at 229 Andover Street, Wilmington, Massachusetts 01887 andcommon stock is quoted under the symbol “NORD” on the OTC PINK Market. On October 23, 2023, the last reported sale price of our telephone number is (978) 657-0075.common stock was $0.65.

        One should read

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 in this prospectus and any amendment or supplement hereto togetherfor a discussion of information that should be considered in connection with additional information described under the heading "Available Information."an investment in our securities.

An Investment In Our Common Stock Being Offered By This Prospectus Involves

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A High Degree Of Risk. You Should Read The "Risk Factors" Section Beginning On Page 3 Before You Decide To Purchase Any Shares Of Our Common Stock.

Neither The Securities And Exchange Commission Nor Any State Securities Commission Has Approved Or Disapproved Of These Securities Or Passed Upon The Adequacy Or Accuracy Of The Prospectus. Any Representation To The Contrary Is A Criminal Offense.CRIMINAL OFFENSE.

The date of this Prospectusprospectus is , 2005_______ __, 2023

ADDITIONAL INFORMATION

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been authorized to provide you with different information. The shares are not being offered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of such documents.

TABLE OF CONTENTS

Prospective investors should not rely on any information not contained in this document. We have not authorized anyone to provide any other information. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate as of and on the date of this document.

i

PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. This summary doesmay not contain all of the information you should consider before investing in the securities. Before making an investment decision, youthat may be important to you. You should read thethis entire prospectus carefully, including the risk factors section, thesections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and therelated notes to the financial statements.included elsewhere in this prospectus. In this prospectus, and any amendment or supplement hereto, unless otherwise indicated,noted, the terms "CardioTech," "we," "us,"“the Company,” “Nordicus Partners,” “NORD,” “we,” “us,” and "our"“our” refer to Nordicus Partners Corporation

The Company

Overview

We are a financial consulting company, specializing in providing Nordic and relateother international 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. The auditors of our financial statements for our fiscal years ending March 31, 2022 and March 31, 2023 have both expressed substantial doubt about our ability to continue as a going concern.

Organizational 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 its consolidated subsidiaries.disease states. In July 1999, we acquired the assets of Tyndale-Plains-Hunter (“TPH”), a manufacturer of specialty hydrophilic polyurethanes.

The Company

        We areIn 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 publicmanufacturer 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 since June 1996,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 specializes in developing and manufacturing small bore vascular grafts, or synthetic blood vessels, madeamendment was unanimously approved by our Board of ChronoFlex, a family of polyurethanes that has been demonstratedDirectors, to be biocompatible and biodurable. Vascular grafts are usedchange our name AdvanSource Biomaterials Corporation to replace, bypass or provide a new lining or arterial wall for occluded, damaged, dilated or severely diseased arteries. We are currently applying for Phase II clinical trials in Brazil in an effort to obtain regulatory approval for our layered microporous coronary artery bypass graft tradenamed CardioPass. Our wholly-owned subsidiary, CDT, produces components for medical manufacturers used in products such as catheters and disposable devices. Through our Biomaterials division, we develop, manufacture and market polyurethane-based biomaterials for use in both acute and chronically implanted devices such as stents, artificial hearts, and vascular ports. Additionally, through Gish Biomedical, Inc., another wholly-owned subsidiary, we design, produce and market innovative single-use disposable products and products which have a disposable component. Gish's products include devices for use in cardiac surgery, myocardial management, infusion therapy, and post-operative blood salvage.EKIMAS Corporation.

On November 19, 2004October 12, 2021, we entered into a definitive agreement to acquire CarTika Medical, Inc.,Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a private medical device contract manufacturer headquartered in Plymouth, MN. A portion of the considerationCalifornia limited liability company (“Reddington”) providing for the acquisition will consistpurchase of approximately 875,000a total of 5,114,475 shares of our common stock, equalon a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington made this purchase in value to $1,662,000 (such amount determined basedtwo tranches on October 12, 2021, and March 15, 2022.

Under the fair market valueterms of the SPA, we effectuated a 1-for 50 reverse stock split on March 11, 2022. 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 resulting in Reddington owning 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.

On February 23, 2023, we entered into a Contribution Agreement with Nordicus Partners A/S, a Danish stock corporation, 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”). Pursuant to the Contribution Agreement, the Sellers contributed, transferred, assigned and conveyed to us all right, title and interest in and to one hundred percent (100%) of March 31, 2005) whichthe issued and outstanding capital stock of Nordicus Partners A/S for an aggregate of 2,500,000 shares of our common stock. As a result of this transaction, Nordicus Partners A/S became our 100% wholly owned subsidiary.

Name Change

On May 9, 2023, we changed our name to Nordicus Partners Corporation and on May 17, 2023, we changed our ticker symbol to NORD.

Growth Strategy

Our growth strategy is to leverage the collective 90+ years of expertise of Henrik Rouf, the principals of GK Partners and others who are being registered underlisted as Selling Stockholders to provide to Nordic and other international companies advice on corporate financing in the United States as well as internationally.

Implications of Being a Smaller Reporting Company

We qualify as a “smaller reporting company” defined in Item 10(f)(1) of Regulation S-K on the basis that we have a public float of either of less than $250 million or we have less than $100 million in annual revenues and no public float or a public float of less than $700 million. As a result, we may choose to prepare the disclosure in this registration statement. We expect the closing to occur shortly after this registration statement is declared effective.prospectus relying on scaled disclosure requirements for smaller reporting companies in Regulation S-K and in Article 8 of Regulation S-X, including:

The Offering

Corporate Information

We were founded as a Massachusetts corporation on April 7, 1993, and reincorporated in Delaware on October 26, 2007.

Our principal executive office is located at 3651 Lindell Road, Suite D565, Las Vegas, NV 89103, and our telephone number is (424) 256-8560. Our internet website is www.nordicuspartners.com. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock.

The Offering

(1)

As of March 31, 2005.

Note on Forward Looking Statements

Summary Financial Information

The statementssummary financial information set forth underbelow is derived from the captions "Prospectus Summary" andmore detailed audited consolidated financial statements of the Company appearing elsewhere in this prospectus. You should read the summary consolidated financial information below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, including the notes to such financial statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus including under "Risk Factors," whichcontains forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical constitute "Forward Looking Statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including statements regarding the expectations, beliefs, intentions or strategies for the future. We intend that all forward-looking statements we make in this prospectus and in our other public filings be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.fact. These forward-looking statements are only predictionsbased on our current expectations and reflect our views as of the date they are made with respect toprojections about future events and financial performance. Forward-looking statementsthey are subject to many risks and uncertainties whichknown and unknown that could cause ouractual results and developments to differ materially from those expressed or implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “vision,” “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from anythose expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus.

You should read this prospectus and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or implied by theon our behalf, you should not place undue reliance on any forward-looking statements.

        Examples of the These risks and uncertainties, include, butalong with others, are described above under the heading “Risk Factors” beginning on page 9 of this prospectus. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not limited to:possible for us to predict which factors will arise. In addition, we cannot assess the inherent risks and uncertainties in implementingimpact of each factor on our business strategy andor the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in developing productsany forward-looking statements. We qualify all of the type we are developing; the successful integrationinformation presented in this prospectus, and operation of future acquisitions, including CarTika Medical, Inc.; possible changesparticularly our forward-looking statements, by these cautionary statements.

RISK FACTORS

Investing in our financial condition; our ability to obtain financing on acceptable terms; competition; our ability to manage growth; riskscommon stock involves a high degree of technological change; our dependence on key personnel; and our ability to protect our intellectual property rights.

        Except to the extent required by applicable laws or rules, we do not undertake any obligation or duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RISK FACTORS

Yourisk. Prospective investors should carefully consider the risks and uncertainties described below, andtogether with all of the other information included or referred to in this filingprospectus, before deciding to purchasepurchasing shares of our common stock. There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks or uncertaintiesactually occurs, our business, financial condition or operating results couldof operations may be materially harmed.adversely affected. In thatsuch case, the trading price of our common stock could decline and youinvestors in our common stock could lose all or part of yourtheir investment. The risks and uncertainties described below are not the only ones we may face.

Risks Related to Our Growth Strategyour Capital Structure

There is no assurance of an active established public trading market, which would adversely affect the ability of the Company’s investors to sell their securities in the public market.

Although the Company’s common stock is registered under the Exchange Act and is traded on the OTC Pink Marketplace, an active trading market for the securities does not yet exist and may not exist or be sustained in the future. The OTC Pink Marketplace is an over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market. Prices for securities traded solely on the OTC Pink may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original offering price or at any price. Market prices for the Company’s common stock will be influenced by a number of factors, including:

The Company’s common stock is considered a “penny stock” and may be difficult to sell.

The Company’s common stock is considered to be a “penny stock” since it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) it is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.

Additionally, Section 15(g) of the Exchange Act and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account.

Holders in the Company’s common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stock.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to: (i) obtain from the investor information concerning its financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of the Company’s common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

A decline in the price of our common stock could affect our ability to raise additional working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale and issuance of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors not to choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and we may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale and issuance of our common stock and we may be forced to go out of business.

The Company does not intend to pay dividends and stockholders may not experience a return on investment without selling their securities.

The Company has never declared or paid, nor does it intend in the foreseeable future to declare or pay, any cash dividends on its common stock. Since the Company intends to retain all future earnings to finance the operation and growth of its business, stockholders will likely need to sell their securities in order to realize a return on their investment, if any.

Unfavorable general economic conditions may materially adversely affect our business.

While it is difficult for us to predict the impact of general economic conditions on our business, these conditions could reduce customer demand for some of our services which could cause our revenue to decline. Also, our customers that are especially reliant on the credit and capital markets being liquid, retail investors having investment capital and other factors which could affect their ability to host successful capital raises and continue as a going concern. Moreover, we rely on obtaining additional capital and/or additional funding to provide working capital to support our operations. We regularly evaluate alternative financing sources. Further changes in the commercial capital markets or in the financial stability of our investors and creditors may impact the ability of our investors and creditors to provide additional financing. For these reasons, among others, if the economic conditions stagnate or decline, our operating results and financial condition could be adversely affected.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

We are experiencing rapid growtha development stage company with limited resources. Therefore, we cannot assure investors that could strainwe will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. For these reasons, we are considering the costs and benefits associated with improving and documenting our managerialdisclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other resources.finance personnel. If the results of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

Our management has limited experience in operating a public company.

        Since becoming listed

Our executive officers and director have limited experience in Junethe management of 1996 we have grown organically,a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and through the acquisition of three separate businesses. In July 1999, we acquired the business of Tyndale-Plains Hunter, Ltd.;reporting obligations under federal securities laws. Their limited experience in May 2001, we acquired Catheter and Disposables Technology; and in April 2003, we acquired Gish Biomedical, Inc.

        On November 19, 2004 we entered into a definitive agreement to acquire CarTika Medical, Inc., a private medical device contract manufacturer headquartered in Plymouth, MN. In connectiondealing with the acquisition we are filing this Registration Statement on Form S-1. We expectincreasingly complex laws pertaining to consummate the CarTika acquisition shortly after this registration statement is declared effective. However, there canpublic companies could be no assurances that this acquisition will close and if it does close there can be no assurances that it will be accretive and profitablea significant disadvantage to us as a whole.

        We may make additional acquisitions of complementary medical manufacturing services providersin that bring desired capabilities, customers or geographic coverage and either strengthen our position in our target markets or provide us with a presence in a new market. Although we are not currently negotiating with any additional acquisition targets, it is likely that an increasing amount of their time will be devoted to these activities which will result in less time being devoted to the management and growth of our company. It is possible that we will considerbe required to expand our employee base and hire additional potential acquisitionsemployees, such as a chief financial officer experienced in the future. The risks wepublic company financial reporting, to support our operations as a public company which will increase our operating costs in future periods.

A significant majority of our outstanding ordinary shares are held by a small number of shareholders, which may encounter in pursuing these acquisitions, if any, include expenses associated with, and difficulties in identifying, potential targets, costs associated with acquisitions we ultimately are unable to complete and higher prices for acquired companieshave significantly greater influence on us due to competition for attractive targets. Completing acquisitions also may resultthe size of their shareholdings relative to other shareholders.

As of the date of this Report, Henrik Rouf and GK Partners, one of the Selling Stockholders, beneficially own approximately 55% of the outstanding shares of our common stock when including a warrant to purchase up to 6,000,000 shares of our common stock in dilutionaddition to our existing stockholdersoutstanding shares of our common stock. These major shareholders have significant influence in determining the outcome of any corporate transactions or other matters submitted to our shareholders for approval, including mergers, consolidations and schemes of arrangement, election and removal of directors and other significant corporate actions. They may not act in our best interests or our minority shareholders’ interests. In addition, without the consent of these major shareholders, we could be prevented from entering into transactions that could be beneficial to us. This concentration of ownership may also discourage, delay or prevent a change in control, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Common Stock. These actions may be taken even if they are opposed by our other shareholders.

We are subject to the periodic reporting requirements of the Exchange Act that will require us to seekincur audit fees and legal fees in connection with the preparation of such reports. These additional capital, if available, including increasingcosts could reduce or eliminate our indebtedness.ability to earn a profit.

        Once acquired,

We are required to file periodic reports with the successful integration and operation of a business requires communication and cooperation among key managers,SEC pursuant to the transition of customer relationships, the management of ongoing projects of acquired companiesExchange Act and the managementrules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of new projects across previously independent facilities.

        Customer satisfaction or performance problems withsuch reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an acquired company could also harm our reputation as a whole, and any acquired business could significantly underperform relativeexpense to our expectations. For all these reasons,operations and thus have a negative effect on our pursuitability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of an overall acquisition strategythe Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or any individual completed, pending or future acquisition may adversely affectprevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the realizationtrading price of our strategic goals.common stock, if a market ever develops, could drop significantly.

        In addition, while

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release 33-8889, we anticipate cost savings, operating efficienciesare required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. Furthermore, if we cease to be a smaller reporting company, our independent registered public accounting firm will be required to report separately on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting. We have not yet commenced any assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and other synergiesdiversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our acquisitions,staff or engaging outside consultants or professionals to overcome our lack of employees. During the consolidationcourse of functionsour testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the integrationadequacy of departments, systemsour internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and procedures present significant management challenges.

        The acquisition of new operations can also introduce new types of risksare important to our business. For example, new acquisitions may require greater effort to address United States Food and Drug Administration, or FDA, regulation or similar foreign regulation.

Our financial statements for the fiscal years ended March 31, 2023 and 2022, attached hereto as Exhibit 99.1 to this Report have been prepared assuming we will continue to operate as a going concern. However, due to our recurring losses from operations, and working capital deficiency, there is substantial doubt about our ability to continue as a going concern. Because we expect to continue to experience negative cash flow, our ability to continue as a going concern is subject to intense competitionour ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, grants or other forms of financing. Our continued negative cash flow increases the difficulty in completing such sales or securing alternative sources of funding, and riskthere can be no assurances that we will be able to obtain such funding on favorable terms or at all. If we are unable to obtain sufficient financing from the sale of obsolescence.

        Companies with significantly greaterour securities or from alternative sources, we may be required to reduce, defer or discontinue certain of our research and development and operating activities or we may not be able to continue as a going concern. As a result, our independent registered public accounting firm has expressed in its auditors’ report on the financial technical, research, marketing, salesstatements attached as Exhibit 99.1 to this Report for the fiscal years ended March 31, 2023 and distribution and other resources are working on products similar2022, a substantial doubt regarding our ability to ourscontinue as well as other competing products or therapies, including stenting, angioplasty and pharmacological therapies. We cannot assure youa going concern. Our financial statements do not include any adjustments that our competitors or future competitors will not succeed in developing or marketing technologies and products that demonstrate better safety or effectiveness, clinical results, or ease of use than our products or that such competitors will not succeed in obtaining regulatory approval for introducing or commercializing any such products prior to us. Anymight result from the outcome of the above competitive developmentsuncertainty regarding our ability to continue as a going concern. If we cannot continue as a going concern, our shareholders may lose their entire investment in our Common Stock. Future reports from our independent registered public accounting firm may also contain statements expressing doubt about our ability to continue as a going concern.

Because of our limited operating history, we may not be able to correctly estimate our future operating expenses, which could lead to cash shortfalls.

We have only a limited operating history from which to evaluate our business. We have not generated any revenues to date. Accordingly, our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in an early stage of development. We may not be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business, operating results and financial condition.

Because of this limited operating history and because of the emerging nature of the markets in which we compete, our historical financial data is of limited value in estimating future operating expenses. Our budgeted expense levels are based in part on our expectations concerning future revenues.

We may be unable to adjust our operations in a timely manner to compensate for any unexpected shortfall in revenues. Accordingly, a significant shortfall in demand for our product could have an immediate and material adverse effect on our business, results of operations, and financial condition.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as any indication of our future performance. Our quarterly and annual expenses are likely to increase substantially over the next several years, and revenues from the sale of our services may not meet our expectations. Our operating results in future quarters may fall below expectations. Any of these events could adversely impact our business prospects and make it more difficult to raise additional equity capital at an acceptable price per share. Each of the risk factors listed in this “Risk Factors” section may affect our operating results.

Our business may change and evolve over time. Furthermore, we compete in an unpredictable industry against companies in the same business that have substantially more capital than we do and have existing client relationships that are well established. Our ability to succeed depends on our ability to execute our business plan, including attracting customers and investors should we pursue acquisitions of other consulting companies. As such, our actual operating results may differ substantially from our projections.

We expect to need additional substantial capital to fund our growing operations, and if we are unable to obtain sufficient capital, we may be forced to limit the scope of our operations.

We expect that for our business to grow we will need substantial additional working capital should we pursue acquisitions of other financial consulting companies. If adequate additional debt and/or equity financing is not available on reasonable terms or at all, we may not be able to continue to expand our business or pay our outstanding obligations, and we will have to modify our business plans accordingly. These factors would have a material adverse effect on our future operating results and our financial condition.

We will operate in an ever-evolving industry and changes to it can have a material effect on our business model which makes it difficult to evaluate our business and prospects.

We expect to derive nearly all of our revenue from consulting services. Our business model is evolving and is distinct from many other companies in our industry, and it may not be successful. As a result of these factors, the future revenue and income potential of our business is uncertain. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in an immature industry with an evolving business model such as ours. Some of these risks and uncertainties relate to our ability to:

If we are unable to address these risks, our business, results of operations and prospects could suffer.

If we do not effectively manage our anticipated growth, our operating performance will suffer, and we may lose potential customers.

We could experience rapid growth in our operations. This anticipated growth could place significant demands on our management and our operational and financial infrastructure. In particular, rapid growth, if realized, could make it more difficult for us to execute on our business plan.

In addition, our personnel, systems, procedures and controls, once implemented, may be inadequate to support our anticipated future operations. The improvements which could be required to manage our anticipated growth could require us to make significant expenditures, expand, train and manage our employee base and allocate valuable management resources. If we fail to effectively manage our anticipated growth, our operating performance will suffer and we could lose potential customers and key personnel.

We need to hire and retain additional qualified personnel to grow and manage our business. If we are unable to attract and retain qualified personnel, our business and growth could be seriously harmed.

Our performance depends on the talents and efforts of our key employees, who are charged with daily operations and strategy to reach commercial success. Our future success will depend on our ability to attract, retain and motivate highly skilled personnel in all areas of our organization and, in particular, in our engineering/technology, sales and marketing, media, finance and legal/regulatory teams. We plan to continue to grow our business and will need to hire additional personnel to support this growth. We have found it difficult from time to time to locate and hire suitable personnel. If we experience similar difficulties in the future, our growth may be hindered. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. Employees may be more likely to leave us following our initial public offering as a result of the establishment of a public market for our common stock. If we are unable to attract and retain the personnel we need to succeed, our business and growth could be harmed.

If we fail to compete effectively against other competitors, we could fail to attract customers and we may never generate revenues.

The market for financial consulting services is intensely competitive. We expect this competition to continue to increase in the future.

If we are unable to price our services appropriately, our margins and revenue may decline.

Our clients purchase our services according to a variety of pricing formulae. Sometimes these include formulae based on pay for performance, meaning clients pay only after we have delivered the desired result to them. Regardless of how a given client pays us, we ordinarily pay the vast majority of the costs associated with delivering our services to our clients according to contracts and other arrangements that do not always condition payment to vendors upon receipt of payments from our clients. This means we typically pay for the costs of providing our services before we receive payment from clients. Additionally, certain of our services costs are highly variable and may fluctuate significantly during each calendar month. Accordingly, we run the risk of not being able to recover the entire cost of our services from clients if pricing or other terms negotiated prior to the performance of services prove less than the cost of performing such services.

Limitations on director and officer liability and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.

Our certificate of incorporation and bylaws provide, as permitted by Delaware corporation law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our amended and restated articles of incorporation and bylaws require indemnification of directors and officers to the fullest extent permitted by Delaware law.

If we fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

As a public company, we are required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Merger. If we are not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting is effective, which may subject us to adverse regulatory consequences and could harm investor confidence.

In order to maintain and improve the effectiveness of our internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase our costs and make certain activities more time-consuming. A number of those requirements require it to carry out activities we have not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), we could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investor perceptions. In addition, we cannot assure you that productswill purchase director and officer liability insurance, which has substantial additional premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Risks Related to Legal Matters and Regulations

Privacy concerns and laws, or technologies introduced subsequentother regulations, may adversely affect our business.

State and local governments and agencies in the jurisdictions in which we operate, and in which customers operate, have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regarding consumers and other individuals, which could impact our ability to offer services in certain jurisdictions. Laws and regulations relating to the commercializationcollection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of our products will not renderand services, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which we close sales transactions, any of which could harm our products obsolete.business. Moreover, if we or any of our employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage our reputation and brand.

We have limited manufacturing experience

Additionally, existing laws, regulations, standards, and if our coronary bypass graft is approved, weother obligations may not be able to manufacture sufficient quantities at an acceptable cost.

        We remaininterpreted in new and differing manners in the researchfuture and development phasemay be inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for us and our arterial grafts. Accordingly, if our productscustomers. Further, California adopted the California Consumer Privacy Protection Act (“CCPA”) and the California State Attorney General has begun enforcement actions. Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”). Although we initiated a compliance program designed to comply with CCPA after consulting with outside privacy counsel, we remain exposed to ongoing legal risks related to the CCPA and the expansion of the CCPA under the CPRA, which becomes effective January 1, 2023. The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are approved for commercial sale,applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store, use, and transmit certain types of information, such as demographic and other personal information.

In addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that we will needmeet voluntary certifications or adhere to establish the capability to commercially manufacture our product(s) in accordance with FDA and other regulatory requirements. We have limited experience in establishing, supervising and conducting commercial manufacturing.standards established by them or third parties. If we failare unable to adequately establish, supervise and conduct all aspects of the manufacturing processes, we may not be

able to commercialize our products. We do not presently own manufacturing facilities necessary to provide clinicalmaintain these certifications or commercial quantities of our intended graft. We may not be able to obtain such facilities at a economically feasible cost, or at all.

        We presently rely on a third party contractor, LeMaitre Vascular Products, Inc., to manufacture all of our coronary graftsmeet these standards, it could reduce demand for our limited use. This exposes us to the risk of not being able to directly oversee the production and quality of the manufacturing process. This contractor may experience regulatory compliance difficulty, mechanical shut downs, employee strikes, or any other unforeseeable events that may delay production. Furthermore, LeMaitre has developed an expertise in the manufacturing process with machinery that may not get transferred to us. If we elect to produce the grafts ourselves, this may delay productionsolutions and adversely affect our business. Pursuant

Risks Related to our Securities

The warrants are being accounted for as a warrant liability and are being recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an agreement,adverse effect on the market price of our common stock.

As described in our financial statements included in this prospectus, we have requestedare accounting for our issued and outstanding warrants as a warrant liability and are recording that LeMaitre actliability at fair value upon issuance and are recording any subsequent changes in good faith to transfer the technology to us in exchange for payment of personnel time plus 40% uplift. Such transfer has not yet occurred.

        In connection with the coronary bypass graft, we know of only one other company, CABG Medical Inc., that is developing similar grafts. CABG Medical is now listed in the NASDAQfair value as "CABG," having raised $30,250,000 in an initial public offering on December 13, 2004.

We depend on outside suppliers and subcontractors, and our production and reputation could be harmed if they are unable to meet our volume and quality requirements and alternative sources are not available.

        Our outside suppliers may fail to develop and supply us with products and components on a timely basis, or may supply us with products and components that do not meet our quality, quantity or cost requirements. If any of these problems occur, we may be unable to obtain substitute sources of these products and components on a timely basis or on terms acceptable to us, which could harm our ability to manufacture our own products and components profitably or on time. In addition, if the processes that our suppliers use to manufacture products and components are proprietary, we may be unable to obtain comparable components from alternative suppliers.

A significant portion of the revenueend of certaineach period for which earnings are reported. The impact of our divisions comes from relatively few large customers, and any decreasechanges in sales to these customers could harm our operating results.

        The medical device industry is concentrated, with relatively few companies accounting for a large percentage of sales in the surgical, interventional and cardiovascular markets that are targeted by our disposable medical device and contract manufacturing operations. Accordingly, our revenue and profitability are dependentfair value on our relationships with a limited number of large medical device companies. We are likely to continue to experience a high degree of customer concentration in our disposable medical device and contract manufacturing operations, particularly if there is further consolidation within the medical device contract manufacturing industry. We cannot assure you that there will not be a loss or reduction in business from one or more of our major customers. In addition, we cannot assure you that revenues from our customers that have accounted for significant revenues in the past, either individually or as a group, will reach or exceed historical levels in any future period. The loss or a significant reduction of business from any of our major customers would adversely affect our results of operations.

Our ability to grow and sustain growth levelsearnings may be adversely affected by the recent slowdown in the U.S. economy.

        Due to the recent decrease in corporate profits, capital spending and consumer confidence, we have experienced weakness in certain of our end markets. We are primarily susceptible when clients stop placing orders for us to build prototypes or develop certain specialized medical devices through our contract manufacturing operations. The medical commercial markets, including bio-medical research and development and medical device manufacturing, have been affected by the recent

slowdown in the U.S. economy. If the economic slowdown continues and capital spending for research and development from our clients decreases, our business, financial condition and results of operations may be adversely affected.

We could be harmed by litigation involving patents and other intellectual property rights.

        None of our patents or other intellectual property rights has been successfully challenged to date. However, in the future, we could be accused of infringing the intellectual property rights of other third parties. We also have certain indemnification obligations to customers with respect to the infringement of third party intellectual property rights by our products. No assurance can be provided that any future infringement claims by third parties or claims for indemnification by customers or end users of our products resulting from infringement claims will not be asserted or that assertions of infringement, if proven to be true, will not harm our business.

        In the event of any adverse ruling in any intellectual property litigation, we could be required to pay substantial damages, cease the manufacturing, use and sale of infringing products, discontinue the use of certain processes or obtain a license from the third party claiming infringement with royalty payment obligations by us.

        Any litigation relating to the intellectual property rights of third parties, whether or not determined in our favor or settled by us, is costly and may divert the efforts and attention of our management and technical personnel.

We may not be able to protect our intellectual property rights adequately.

        Our ability to compete is affected by our ability to protect our intellectual property rights. We rely on a combination of patents, trademarks, copyrights, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual property rights. Despite these efforts, we cannot be certain that the steps we take to protect our proprietary information will be adequate to prevent misappropriation of our technology, or that our competitors will not independently develop technology that is substantially similar or superior to our technology. More specifically, we cannot assure you that any future applications will be approved, or that any issued patents will provide us with competitive advantages or will not be challenged by third parties. Nor can we assure you that, if challenged, our patents will be found to be valid or enforceable, or that the patents of others will not have an adverse effect on our abilitybalance sheet and statement of operations or the market price of the Common stock.

We have never paid cash dividends on our capital stock and do not anticipate paying dividends in the foreseeable future.

We have never paid cash dividends on our capital stock and currently intend to doretain any future earnings to fund the growth of our business. Furthermore, othersAny determination to pay dividends in the future will be at the discretion of the board of directors and will depend on financial condition, operating results, capital requirements, general business conditions and other factors that the board may independently develop similar products or processes, duplicate our products or processes or design their products arounddeem relevant. As a result, capital appreciation, if any, patents that mayof common stock will be issued to us.the sole source of gain for the foreseeable future.

Our future success depends on the continued service of management, engineeringstock price will be volatile, and sales personnel and our ability to identify, hire and retain additional personnel.

        Our success depends, to a significant extent, upon the efforts and abilities of Dr. Michael Szycher, our president and chief executive officer, and other members of senior management. The loss of the services of one or more of our senior management or other key employees could adversely affect our business. We do not maintain key person life insurance on any of our officers, employees or consultants.

        There is intense competition for qualified employees in the medical industry, particularly for highly skilled design, applications and engineers and sales people. Weyou may not be able to continue to attract and retain technologists, managers,sell shares at or other qualified personnel necessary forabove the development of our business or to replace qualified individuals who could leave usprice at any time in the future. Our anticipated growth is expected to place increased demands on our resources, and will likely require the addition of new management and engineering staff as well as the development of additional expertise

by existing management employees. If we lose the services of or fail to recruit engineers or other technical and management personnel, our business could be harmed.

Periods of rapid growth and expansion could place a significant strain on our resources, including our employee base.

        To manage our possible future growth effectively, we will be required to continue to improve our operational, financial and management systems. In doing so, we will periodically implement new software and other systems that will affect our internal operations regionally or globally. Presently, we are upgrading our enterprise resource planning software to integrate our operations. The conversion process is complex and requires, among other things, that data from our existing system be made compatible with the upgraded system. During the transition to this upgrade, we could experience delays in ordering materials, inventory tracking problems and other inefficiencies, which could cause delays in shipments of products to our customers.

        Future growth will also require us to successfully hire, train, motivate and manage our employees. In addition, our continued growth and the evolution of our business plan will require significant additional management, technical and administrative resources. We may not be able to effectively manage the growth and evolution of our current business.

We are exposed to product liability and clinical and pre-clinical liability risks which could place a substantial financial burden on us, if we are sued. Although we have 5 million dollars in product liability insurance coverage, that amount may not be sufficient to cover all potential claims made against us.

        Our business exposes us to potential product liability and other liability risks that are inherent in the testing, manufacturing and marketing of medical products. We cannot assure you that such potential claims will not be asserted against us. In addition, the use in our clinical trials of medical products that our potential collaborators may develop and the subsequent sale of these products by us or our potential collaborators may cause us to bear a portion of or all product liability risks. A successful liability claim or series of claims brought against us could have a material adverse effect on our business, financial condition and results of operations.

        We cannot assure you that we will be able to obtain or maintain adequate product liability insurance on acceptable terms, if at all, or that such insurance will provide adequate coverage against our potential liabilities. Furthermore, our current and potential partners with whom we have collaborative agreements or our future licensees may not be willing to indemnify us against these types of liabilities and may not themselves be sufficiently insured or have a net worth sufficient to satisfy any product liability claims. Claims or losses in excess of any product liability insurance coverage that may be obtained by us could have a material adverse effect on our business, financial condition and results of operations.

We may be affected by environmental laws and regulations.

        We are subject to a variety of laws, rules and regulations in the United States related to the use, storage, handling, discharge and disposal of certain chemical materials such as isocyanates, alcohols, dimethylacetamide, and glycols used in our research and manufacturing process. Any of those regulations could require us to acquire expensive equipment or to incur substantial other expenses to comply with them. If we incur substantial additional expenses, product costs could significantly increase. Our failure to comply with present or future environmental laws, rules and regulations could result in fines, suspension of production or cessation of operations.

If we are unable to complete our assessments as to the adequacy of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the valueshares of our common stock.stock in this registration statement are purchased.

        As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the company's internal control over financial reporting in their annual reports on Form 10-K. This report is required to contain an assessment by management of the effectiveness of such company's internal controls over financial reporting. In addition, the public accounting firm auditing a public company's financial statements must attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting. While we are expending significant resources in developing the necessary documentation and testing procedures required by Section 404, there is a risk that we will not comply with all of the requirements imposed by Section 404. If we fail to implement required new or improved controls, we may be unable to comply with the requirements of Section 404 in a timely manner. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market

The trading price of our common stock to decline and make it more difficult for us to finance our operations.

We face the risk of financial exposure to product liability claims alleging that the use of devices that incorporate our products resulted in adverse effects.

        We currently assist in the development of certain medical productswarrants will be volatile and prototypes for third parties, including components in other products. Our contract manufacturing operation produces components for medical manufacturers used in products such as catheters and disposable devices. Product liability risks may exist even for those medical devices that have received regulatory approval for commercial sale or even for products undergoing regulatory review. We currently carry 5 million dollars in product liability insurance. Any defects in our products used in these devices could result in significant product liability costs to us, which may exceed 5 million dollars. We do not currently carry recall insurance and we may be subject to significant recall costswide fluctuations in the eventresponse to various factors, some of a recall.which are beyond our control. These factors include:

Our stock price is volatile.

        The market price of our common stock has fluctuated significantly to date. In the past year, our stock price ranged from $1.72 to $5.10. The future market price of our common stock may also fluctuate significantly due to:

•

variations in our actual or expected quarterly operating results;



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announcements or introductions of new products;



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technological innovations by our competitors or development setbacks by us;



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the commencement or adverse outcome of litigation;



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changes in analysts' estimates of our performance or changes in analysts' forecasts regarding our industry, competitors or customers;



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announcements of acquisition or acquisition transactions; or



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general economic and market conditions.

In addition, the stock market in recent years hasgeneral, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations that have affected the market prices of many medical and biotechnology companies. These fluctuations have often been unrelated or disproportionate to the operating performance of companies in ourthose companies. Broad market and industry and could harmfactors may seriously affect the market price of our common stock.stock, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

Additional authorized sharesThe market price of our common stock and preferred stock available for issuance maycould be adversely affect the market.

        We are authorized to issue 50,000,000 sharesaffected by sales of substantial amounts of our common stock. stock in the public or private markets or the perception in the public markets that these sales may occur.

As of March 31, 2005, there were 19,258,689 shares of common stock issued and outstanding. However, the total number ofSeptember 5, 2023, we have 10,876,248 shares of our common stock issued and outstanding doesoutstanding. In addition, we have agreed to register under the terms of this registration statement the shares of common stock to purchase shares of our common stock. We cannot predict the size of future issuances of common stock or securities convertible into common stock or the effect, if any, that future issuances or sales of shares of common stock will have on the market price of common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, may adversely affect prevailing market prices of common stock.

Because we have no current plans to pay cash dividends on common stock for the foreseeable future, you may not include shares reservedreceive any return on investment unless you sell common stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in anticipationthe future will be made at the discretion of the exerciseBoard and will depend on, among other things, our results of options, warrantsoperations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or additionalour subsidiaries incur. As a result, you may not receive any return on an investment rights. Asin common stock unless you sell common stock for a price greater than that which you paid for it.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of March 31, 2005,our securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we had outstandingcould lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Our bylaws include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us, remove current management or to be acquired by a third party.

Our bylaws require that, unless we consent in writing to the selection of an alternative forum, either (i) the Court of Chancery of the State of Delaware is to be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or our bylaws or (d) any action or proceeding asserting a claim governed by the internal affairs doctrine or (ii) the federal district court in the State of Delaware will be the exclusive forum for a cause of action arising under the Securities Act and the Exchange Act. In addition, our bylaws could make it more difficult for a third party to acquire us or to remove current management through provisions that preclude cumulative voting in the election of directors and that allow our bylaws to be adopted, amended or repealed by our board of directors.

This exclusive forum provision will apply to other state and federal law claims including actions arising under the Securities Act (although our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder). Section 22 of the Securities Act, however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock options, warrantsis deemed to have notice of and additional investment rightsconsented to purchase approximately 8,712,112the foregoing provisions. This forum selection provision in our bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. It is also possible that, notwithstanding the forum selection clause included in our bylaws, a court could rule that such a provision is inapplicable or unenforceable.

USE OF PROCEEDS

This prospectus relates to shares of our common stock the exercise price of which range between $0.28 per share to $5.40 per share, and we have reserved shares of our common stock for issuance in connection with the potential exercise thereof. To the extent such options, warrants or additional investment rights are exercised, the holders of our common stock will experience further dilution. Stockholders will also experience dilution upon the exercise of options granted under our stock option plans and upon the consummation of the CarTika acquisition, of which this registration statement is a part. In addition, in the event that any future financing or consideration for a future acquisition, should be in the form of, be convertible into or exchangeable for, equity securities investors will experience additional dilution.

        The exercise of the outstanding derivative securities, will reduce the percentage of common stock held by our current stockholders. Further, the terms on which we could obtain additional capital during the life of the derivative securities may be adversely affected,offered and it should be expected that the holders of the derivative securities would exercise them at a time when we would be able to obtain equity capital on terms more favorable than those provided for by such derivative securities. As a result, any issuance of additional shares of common stock may cause our current stockholders to suffer significant dilution which may adversely affect the market.

        In addition to the above referenced shares of common stock which may be issued without stockholder approval, we have 5,000,000 shares of authorized preferred stock, the terms of which may be fixed by our Board. We presently have 500,000 issued and no outstanding shares of preferred stock and while we have no present plans to issue any additional shares of preferred stock, our Board has the authority, without stockholder approval, to create and issue one or more series of such preferred stock and to determine the voting, dividend and other rights of holders of such preferred stock. The issuance of any of such series of preferred stock may have an adverse effect on the holders of common stock.

Shares eligible for future sale may adversely affect the market.

        Fromsold from time to time certainby the Selling Stockholders. We will receive no proceeds from the sale of our stockholders may be eligible to sell all or some of their shares of common stock by meansthe Selling Stockholders in this offering. See “Plan of ordinary brokerage transactionsDistribution” elsewhere in this prospectus for more information.

The aggregate proceeds to the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a one year holding period may, under certain circumstances, sell within any three month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances,Selling Stockholders from the sale of the securities withoutoffered by them will be the purchase price of the securities less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any limitation,proposed purchase of securities to be made directly or through agents. We will not receive any of the proceeds from the sale or other disposition of the securities by the Selling Stockholders.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock as of September 5, 2023, is quoted on the OTC Pink market under the symbol NORD. As of September 5, 2023, there were 133 holders of record of our stockholders that are non-affiliates that have satisfied a two year holding period. Any substantial salecommon stock.

The last reported sales price of our common stock pursuant to Rule 144 or pursuant to any resale prospectus may have material adverse effect on the OTC Pink market price of our securities.on October 23, 2023, was $0.65 per share.

Limitation on director/officer liability.Dividend Policy

        As permitted by Massachusetts law, our Restated Articles of Organization limit the liability of our directors for monetary damages for breach of a director's fiduciary duty except for liability in certain instances. As a result of our charter provision and Massachusetts law, stockholders may have limited rights to recover against directors for breach of fiduciary duty. In addition, our bylaws provide that we

shall indemnify our directors, officers, employees and agents if such persons acted in good faith and reasoned that their conduct was in our best interest.

We have no history of paying dividendsnot declared nor paid any cash dividend on our common stock.

        We have never paidstock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers significant.

SELLING STOCKHOLDERS

This prospectus relates to the possible resale by the Selling Stockholders. We do not anticipate paying any cash dividends on our common stock inknow how long the foreseeable future. We plan to retain any future earnings to finance growth. If we decide to pay dividends toSelling Stockholders will hold the holdersshares of our common stock such dividends may not be paid on a timely basis.

The anti-takeover provisionsbefore selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the shares of our Restated Articlescommon stock. See “Plan of Organization and of the Massachusetts corporation law may delay, defer or prevent a change of control.

        Our board of directors has the authority to issue up to 4,500,000Distribution.” The Selling Stockholders acquired their shares of preferredour common stock through the SPA with Reddington Partners in October 2021 and the Contribution Agreement in February 2023.

The table below sets forth, to determineour knowledge, information concerning the price, rights, preferencesbeneficial ownership of shares of our common stock by the Selling Stockholders as of September 5, 2023. The percentages of shares owned before and privileges and restrictions, including voting rights, of thoseafter the offering are based on 10,876,248 shares without any further vote or action by our stockholders. The rights of the holders of common stock will be subjectoutstanding. The information in the table below with respect to and may be harmedthe Selling Stockholders has been obtained solely from information supplied to us by the rightsSelling Stockholders and assumes the sale of all the shares offered hereby. Other than as described in the footnotes below, the Selling Stockholders have not, within the past three years, had any position, office or other material relationship with us or any of our predecessors or affiliates other than as a holder of our securities, or are broker-dealers or affiliates of a broker-dealer. Information concerning the Selling Stockholders may change from time to time and, if necessary and required, we will amend or supplement this prospectus accordingly.

Beneficial ownership is determined in accordance with the rules of the holdersSEC and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock. The inclusion of any shares in this table does not constitute an admission of preferredbeneficial ownership for the person named below.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this prospectus. In addition to historical information, the following discussion contains forward looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may be issueddiffer substantially from those referred to herein due to a number of factors, including, but not limited to, risks described in the future. The issuancesection entitled “Risk Factors” and elsewhere in this prospectus.

General

Our executive offices are located at 3651 Lindell Road, Suite D565, Las Vegas, NV 89103, telephone (424) 256-8560. Our corporate website address is www.nordicuspartners.com.

Overview

We were founded in 1993 as a subsidiary of preferredPolyMedica Corporation (“PolyMedica”). In June 1996, PolyMedica distributed all of the shares of CardioTech International, Inc.’s common stock, may delay, defer or preventpar 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 changebroad range of anatomical sites and disease states. In July 1999, we acquired the assets of Tyndale-Plains-Hunter, 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 control becauseJuly 2007 and CDT was sold in March 2008.

Effective October 26, 2007, 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 terms of any issued preferred stock could potentially prohibit our consummation of any acquisition, reorganization, sale of substantially all of our assets liquidationfor 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 other extraordinary corporatemerge with through an equity-based exchange transaction withoutor (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 our Certificate of Incorporation to change our name from 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 approvalpurchase of the holdersa total of the outstanding5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of preferred stock. In addition, the issuancecommon stock outstanding for total cash consideration of preferred stock could have a dilutive effect$400,000. Reddington purchased in two tranches on our stockholders.October 12, 2021, and March 15, 2022.

        Our stockholders must give substantial advance notice prior

Pursuant to the relevant meeting to nominateSPA, we effectuated a candidate for director or present1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a proposal to our stockholders at a meeting. These notice requirements could inhibit a takeover by delaying stockholder action. In addition, our bylaws and Massachusetts law provide for staggered board members with each member elected for three years. In addition, directors may be removed by stockholders only for cause and by a vote of 80% of the stock.

OUR BUSINESS

        CardioTech International, Inc. was founded in 1993 as a subsidiary of PolyMedical Corporation ("PMI"). In June 1996, PMI distributed all ofpost-split basis, the shares of CardioTech's common stock, par value $.01 per share, which PMI owned, to PMI stockholders of record as of June 3, 1996. CardioTech is headquartered in Wilmington, Massachusetts where its biomaterial division is located; operates contract research and development services and outsourced manufacturing from its CDT facility in Plymouth, Minnesota; and manufactures and sells products used in open heart surgery, vascular access and orthopedic surgery from its Gish facility in Rancho Santa Margarita, California. CardioTech has managed its business in fiscal 2005 and 2004 on the basis of one reportable operating segment: Medical Device Manufacturing and Sales. However, within this segment CardioTech serves a variety of customer needs.

        CardioTech is using its proprietary manufacturing technology to develop and manufacture small bore vascular grafts, or synthetic blood vessels, made of ChronoFlex, a family of polyurethanes that has been demonstrated to be biocompatible and non-toxic. Vascular grafts are used to replace, bypass or provide a new lining or arterial wall for occluded, damaged, dilated or severely diseased arteries. CardioTech developed a vascular access graft trade named VascuLink Vascular Access Graft and was developing a peripheral graft trade named MyoLink Peripheral Graft. CardioTech sold the VascuLink and MyoLink products to Nervation Ltdpurchased in connection with the dispositionFirst Closing resulted in Reddington owning 422,725 shares of CardioTech's UK subsidiary, CardioTech International, Ltd ("CTL") in November 2000. CardioTech is currently developing a layered micro porous coronary artery bypass graft trade named CardioPass, which utilizes similar material usedour common stock. As set forth in the grafts produced by CTL.

        CDT isSPA, Reddington then purchased from us on March 15, 2022, an original equipment manufacturer; supplieradditional 4,691,750 shares of specialized disposable medical devices to medical device companies from concept to finished packaged, sterile product; and uses its experience in the design, development, prototyping and manufacturing to provide turnkey contract services. Some devices designed, developed and manufactured for customers by CDT include sensing, balloon, and drug delivery catheters; disposable endoscopes; and in-vitro diagnostic and surgical disposables. We acquired CDT in May, 2001.

        Additionally, through its Biomaterials division, CardioTech develops, manufactures and markets polyurethane-based biomaterials for use in both acute and chronically implanted devices such as stents, artificial hearts, and vascular ports. These premium biomaterials are sold under the trade names: ChronoFlex, ChronoThane, HydroThane, ChronoFilm, HydroMed and Hydroslip.

        CardioTech owns a number of patents relating to its vascular graft manufacturing technology. In addition, PMI has granted to CardioTech an exclusive, perpetual, worldwide, royalty-free license for the use of one polyurethane patent and related technology in the field consisting of the development, manufacture and sale of implantable medical devices and biodurable polymer material to third parties for the use in medical applications (the "Implantable Device and Materials Field"). PMI also owns, jointly with Thermedics, Inc., an unrelated company that manufactures medical grade polyurethane, the ChronoFlex polyurethane patents relating to the ChronoFlex technology ("Joint Technology"). PMI has granted to CardioTech a non-exclusive, perpetual, worldwide, royalty-free sublicense of these patents for use in the Implantable Devices and Materials Field.

        ChronoFilm is a registered trademark of PMI. ChronoFlex is a registered trademark of CardioTech. ChronoThane, ChronoPrene, HydroThane, PolyBlend and PolyWeld are trade names of CardioTech. DuraGraft and CardioPass are trademarks of CardioTech.

        On April 7, 2003, CardioTech merged with Gish Biomedical, Inc., a California corporation ("Gish"), with its corporate headquarters in Rancho Santa Margarita, California. Each outstanding share of Gishour common stock, was converted into 1.3422on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 5,114,475 shares of CardioTechour common stock. CardioTech issued 4,901,817 shares to holdersstock, or approximately 90% of Gish stock, which equaled approximately 35% of the

our total shares outstanding. Our Gish division specializes in the manufacture and sale of products used in open-heart surgery, vascular access and orthopedic surgery. Gish is registered as a medical device manufacturer with the FDA, the European Union and state agencies, such as the California Department of Health Services.

        In July 1999, Dermaphylyx International, Inc. ("Dermaphylyx"), was formed by certain affiliates of CardioTech to develop advanced wound healing products. Dermaphylyx was merged into CardioTech effective March 12, 2004 and is now a wholly owned subsidiary of CardioTech. Due to CardioTech's controlling financial interest, Dermaphylyx has been consolidated in the financial statements of CardioTech as of December 31, 2003. Upon the merger, the then current stockholders of Dermaphylyx received 3,827 shares of common stock of CardioTech valued at the net book value of Dermaphylyx International, Inc. as of December 31, 2003, which was approximately $21,000.outstanding.

        In October 2001, Dermaphylyx developed an advanced water absorbent wound and burn dressing trade named HydroMed, a name meaning "breathable artificial skin." The wound dressing received FDA clearance for marketing on May 31, 2002 as a Class I Exempt device.

        In the fourth quarter of fiscal 2004, Dermaphylyx started marketing its wound dressing products and currently has two moist wound dressings available for sale, AlgiMed and HydroMed and Blist-Rx, a blister prevention dressing. AlgiMed wound dressings are designed for exudation and bleeding wounds and HydroMed is an absorbent dressing designed for low exudation wounds. Both dressings have been granted Medicare billing codes. Blist-Rx is a breathable polyurethane foam dressing intended to be used by sports enthusiasts to prevent blisters. In October 2004, Deramphylyx introduced a hydrating mask, trade named AloeGlow, which will be sold directly to beauty salons, professional outlets and regional distributors.

        In March 2004, CardioTech joined with Implant Sciences, Inc. (IMX on American Stock Exchange) to participate in the funding of CorNova, Inc. CorNova, Inc. was formed to develop a novel coronary drug eluting stent using the combined capabilities and technology of CorNova, Implant Sciences and CardioTech. CardioTech currently has a thirty percent equity interest in CorNova. CorNova completed its initial funding onOn February 5, 2005 by obtaining private investments totaling approximately $3,000,000, at which time CardioTech became obligated to contribute 308,642 shares of its common stock with a market value at the time of contribution of twenty-five per cent of the amount raised ($750,000). The stent will utilize a design similar to the CardioPass and the Chronoflex material. CorNova is in its initial stage of product development. CardioTech accounts for its investment in CorNova using the equity method of accounting.

        On November 19, 2004, CardioTech23, 2023, we entered into a definitive agreementContribution Agreement with Nordicus Partners A/S, a Danish stock corporation, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (collectively, the “Sellers”). Pursuant to acquire substantiallythe Contribution Agreement, the Sellers contributed, transferred, assigned and conveyed to us all right, title and interest in and to one hundred percent (100%) of the assetsissued and assume certain liabilitiesoutstanding capital stock of CarTika Medical, Inc., a privately owned medical device contract manufacturer headquartered in Plymouth, Minnesota. To effect the transaction, the Company will organize a wholly-owned subsidiary corporation under the lawsNordicus Partners A/S for an aggregate of the State of Minnesota under the name of "CarTika Acquisition Inc.". As part of the transaction, we will issue to the stockholders of CarTika consideration, consisting of2,500,000 shares of the Company'sour common stock registered under this registration statement, equal in value to $1,662,000, with the number of shares based upon the fair market value of the common stock at the date of close and $4,985,000 in cash. The purchase price we will pay for CarTika Medical was determined based on CarTika's performance for the twelve months ended July 31, 2004. For the twelve months ended July 31, 2004, CarTika recorded revenues of $5,505,000, net income before income taxes of $1,299,000 and cash flow from operating activities of $1,154,000

        CarTika, an original equipment manufacturer,operates from a FDA-Registered state of the art 17,000 square feet facility in Plymouth, Minnesota, has about 50 employees, two Certified Class 10,000 clean rooms, and specializes in complete catheter assemblies, injection molding, pad printing and thermoformed polymer products.

Medical Background

        Blood is pumped from the heart throughout the body via arteries. Blood is returned to the heart at relatively low pressure via veins, which have thinner walls than arteries and have check valves, which force blood to move in one direction. Because a specific area of the body is often supplied by a single main artery, rupture, severe narrowing or occlusion of the artery supplying blood to that area is likely to cause an undesirable or catastrophic medical outcome.

        Vascular grafts are used to replace or bypass occluded, damaged, dilated or severely diseased arteries and are sometimes used to provide access to the bloodstream for patients undergoing hemodialysis treatments. Existing small bore graft technologies suffer from a variety of disadvantages in the treatment of certain medical conditions, depending upon the need for biodurability, compliance (elasticity) and other characteristics necessary for long-term interface with the human body.

Product in Pre-clinical Development

CardioPass Coronary Artery Bypass Graft

        Coronary artery bypass graft ("CABG") surgery is performed to treat the impairment of blood flow to portions of the heart. CABG surgery involves the addition of one or more new vessels to the heart to re-route blood around blocked coronary arteries.

        Autogenous grafts (using the patient's own saphenous vein or mammary artery) have been successfully used in CABG procedures for a number of years and have shown a relatively high patency rate (80% to 90% for saphenous veins and over 90% for mammary arteries one year after surgery) with no risk of tissue rejection. However, the surgical harvesting of vessels for autogenous grafts involves significant trauma and expense. In addition, not all patients requiring CABG surgery have sufficient native vessels asstock. As a result of previous bypass surgeries, or their vessels may bethe business combination, Nordicus Partners A/S became our wholly owned subsidiary.

On May 17, 2023, we changed our name to Nordicus Partners Corporation and our ticker symbol to NORD.

We are now a financial consulting company, specializing in providing Nordic and other international companies with the best possible conditions to establish themselves on the U.S. market, taking advantage of inferior quality due to trauma or disease. Cryo-preserved saphenous veins are available, but these veins often deteriorate due to attack by the body's immune system.

        CardioTech is developing its grafts using specialized ChronoFlex polyurethane materials that it believes will provide significantly improved performancemanagement’s combined +90 years of experience in the treatment of arterial disorders. The grafts have three layers, similar to natural arteries and are designed to replicate the physical characteristics of human blood vessels.

        CardioTech is developing the CardioPass Coronary Artery Bypass Graft to be a synthetic graft of 4mm and 5mmcorporate sector, serving in diameter specifically designed for use in CABG surgery. If successfully developed, CardioTech believes that the CardioPass Graft may be used initially to provide an alternative to patients with insufficient or inadequate native vessels for use in bypass surgery as a result of repeat procedures, trauma, disease or other factors. CardioTech believes further that the CardioPass Graft may ultimately be used as a substitute for native saphenous veins, thus avoiding the trauma and expense associated with the surgical harvesting of the vein.

        CardioTech believes that approximately 650,000 CABG procedures were performed worldwide during fiscal 2004, of which nearly 300,000 were performed in the United States. CardioTech believes that approximately 20% of these CABG procedures were performed on patients who had previously undergone bypass surgery, and that the number of repeat procedures will continue to increase as a percentage of procedures performed. Currently, approximately 70% of CABG procedures are performed utilizing the saphenous vein.

        The CardioPass Coronary Artery Bypass Graft is in limited clinical trials, which are currently being conducted in Brazil. CardioTech announced that three adult human implants have occurred and, as of March 31, 2005, all three patients and grafts are performing as expected.

        CardioTech estimates that approximately 100,000 patients in the United States, and an additional 100,000 patients in the rest of the world ("no option patients") are diagnosed by their physicians as having native vessels that are inadequate for use in bypass surgery. If the CardioPass Graft is successfully developed, CardioTech believes that the graft may initially be used for these patients. CardioTech also believes that if long-term clinical results are acceptable to clinicians (generally, greater than 50% patency five years after implant), the graft may ultimately be used as a direct substitute for autogenous saphenous veins.

Gish Biomedical Products

Custom Cardiovascular Tubing Systems

        During open-heart surgery, the patient's blood is diverted from the heart through sterile plastic tubing and various other devices to an oxygenator device, which oxygenates the blood before it is returned to the patient. Each hospital performing open-heart surgery specifies the components to be included in its custom tubing sets, based on the particular needs of its surgical team. The complexity of the sets varies from simple tubing systems to all-inclusive operating packs. The packs usually include blood filters, gas filters, reservoirs used to collect blood lost during surgery and other components. Gish produces custom tubing sets using clear Mediflex™ tubing. Such components are assembled in the Gish clean room, sterilized and then shipped either to the hospital or to one of Gish's specialty distributors, which service such hospitals.

        Custom tubing systems are sold separately and combined with an oxygenator. Revenue from sales of custom tubing systems sold separately equaled 13% of total CardioTech revenue for fiscal 2004.

Arterial Filters

        The arterial filter is the last device the blood passes through in the cardiovascular bypass circuit as it is being returned to the patient. The purpose of the filter is to remove gaseous micro emboli and debris, which are generated by the oxygenation system, from the patient's blood.

        Gish introduced its first arterial filters in 1985. Gish's first design contained a safety bypass loop incorporated into the filter housing. Gish received FDA approval to market an improved design, which became available for sale during the second quarter of fiscal 1994.

Cardiotomy Reservoirs

        Cardiac suction is a technique employed in open-heart surgery to recover shed blood in the chest cavity and return it to the patient. The use of this technique reduces the requirements for whole blood replacement from donor sources, thereby reducing the risk of blood compatibility problems and blood-borne viral diseases such as AIDS and hepatitis.

        Gish's cardiotomy reservoir systems consist of a polycarbonate reservoir, defoaming and filtration cartridge, and mounting bracket. This enables the perfusion team to recover high volumes of shed blood, then defoam and filter it prior to returning it to the patient's circulatory system.

        In addition to the cardiotomy reservoirs' use in the operating room, Gish has developed several systems that allow the cardiotomy reservoir to be used as a pleural drainage or autotransfusion system during recovery.

Vision™ Oxygenator

        An oxygenator enables gas exchange of oxygen and carbon dioxide and also regulates the temperature of the patient's blood.

        As a life sustaining device used during open-heart surgery, the oxygenator is a key component of the bypass circuit. Vision is assembled in Gish's clean room using state of the art equipment and biocompatible materials, and then each unit is leak tested before shipment.

        Vision's gas transfer performance is excellent, dependable and capable of maintaining the oxygen demands of patients of all sizes for periods of up to six hours.

        Vision's unique air separation channel utilizes an arterial outlet pressure gradient and the natural buoyancy of air to minimize the passage of gaseous emboli towards the patient. Unwanted emboli are safely purged for safe venting back to the reservoir. Through studies at an independent testing facility, Vision's air handling abilities were proven superior to competitive devices.

        Vision also eliminates common difficulties associated with other oxygenators. The blood ports are oriented on one side, gas and water on the other to reduce contamination. Different sized gas inlet and outlet ports resolve any gas line confusion. Angled water ports allow Vision's heat exchanger to drain, minimizing the creation of water puddles on the floor. During long pump runs, a fluid dam and evacuation port divert condensation away from the gas scavenge port. Finally, a protective rib below the blood inlet port prevents any contact between the port and the floor.

        Gish's Vision oxygenator is sold separately, or with a reservoir, and also with a reservoir and custom tubing system. Gish's Vision oxygenator was sold in selected accountsdifferent capacities both domestically and internationally for the first half of fiscal 1998. Gish made its full market release of this product for saleglobally.

Our core competencies lie in January 1998. Gish believes that the Vision oxygenator's superior air handling capabilities provides Gish with a competitive advantage in the oxygenator market place. Revenue generated from sales that included an oxygenator equaled 31% of total CardioTech revenue for fiscal 2004.

Venous Reservoirs

        A venous reservoir is a device used to pool, filter and defoam blood prior to its introduction to the oxygenator. Gish offers a variety of venous reservoirs, including some which incorporate the capacity for autologous transfusion post surgically. Gish also has several products that incorporate the functions of cardiotomy, venous reservoir, post surgical blood collection and blood reinfusion devices. This functional bundling is usually cost effective for the hospital.

CAPVRF44

        Gish's CAPVRF44 hardshell venous reservoir combines a 360(0) rotational, top-entry¹/2" inlet for unrestricted venous drainage and a high performance cardiotomy compartment with six sucker inlet ports to handle all of the blood coming from the surgical field. Gish has incorporated the advantages of the depth filter in its cardiotomies into the CAPVRF44 for reduced hold-up volumes, making more blood available to the patient. With an operating capacity of 4400 ml, the CAPVRF44 also has the capacity to handle high blood volume procedures such as valve replacements and second surgeries.

        The CAPVRF44 is a perioperative device, capable of operating in both the Operating Room and Recovery Room. Following surgery, through a simple conversion process, the CAPVRF44 collects blood shed from the chest cavity and removes unwanted debris before the filtered blood is reinfused back into the patient. Blood recovery and autotransfusion through the CAPVRF44's closed system limits hospital staff exposure to potential blood infections. Recovered blood may be reinfused continuously, intermittently, or not at all, in support of all patients' religious beliefs, including Jehovah's Witnesses. The CAPVRF44's dual role means fewer homologous blood products are needed, further reducing surgical costs and improving patient safety.

Cardioplegia Delivery Systems

        Cardioplegia encompasses several techniques employed in open-heart surgery to preserve, protect and manage the heart tissue. The technique typically involves the use of a chilled solution that is infused into the heart through the coronary arteries to cool the heart and reduce heart activity and metabolism. However, there are many different techniques utilized, depending on the physician and patient needs. The use of these techniques significantly reduces damage to heart tissue during surgery, enhances restoration of heart function and helps return the patient to a normal heartbeat when the surgical procedure is complete.

        Gish has developed a complete line of cardioplegia delivery systems, including a new cardioplegia device. On April 10, 2002, the FDA granted Gish clearance to sell the device in the United States of America. Additionally, the new cardioplegia device is CE marked, allowing sale in Europe. Multiple systems are required for this technique due to varying physician preferences. Gish's original offerings for this procedure were a series of reservoirs with a recirculation valve (CPS) and a series of cooling coils (CCS series). Gish has since developed a line of cardioplegia systems and heat exchangers designed to utilize a blood and potassium mixture and allow the surgeon to quickly change the temperature delivered to the patient.

Oxygen Saturation Monitor

        In February 1992, Gish introduced a digital blood saturation monitor for open-heart surgery, the StatSat™. The StatSat is an electronic device that measures the oxygen content of the patient's blood during surgery. These readings are taken continuously and the StatSat™ plots the course of the blood oxygen saturation during the surgery. Although the StatSat is reusable, it uses a disposable sensor for each surgery.

Critical Care Central Venous Access Catheters and Ports

        Gish's Hemed™ central venous access catheter systems have applications in hyper-alimentation, chemotherapy, and long-term vascular access. These long-term indwelling catheters are surgically implanted to provide direct access to the central venous system for high protein intravenous solutions needed by patients having nonfunctional digestive systems and for rapid dilution and dispersion of highly concentrated drug administration in chemotherapy for cancer.

        The product line includes sterile single, dual and triple lumen catheters and accessories sold in kits. The triple lumen catheter, which permits three substances to be administered through the same catheter, was introduced during fiscal 1997. In 1993, Gish introduced an enhancement to its Hemed catheter line, the CathCap™. The CathCap reduces the risk of infection at the injection site by continually bathing the injection cap in an antimicrobial solution between injections.

        Gish has enhanced the Hemed line with the VasPort® Implantable Ports and the VasTack® Needle Support System. The VasPort consists of a silicone catheter with an implantable injection port, allowing vascular access through small needle sticks with the skin acting as a natural barrier to infection. This access method eliminates the need for a cumbersome external catheter. Gish introduced a detachable port/catheter system in fiscal 1994. Gish also introduced a dual VasPort in July 1996 to meet the needs of patients requiring multiple infusions. The VasTack consists of a specially designed needle and positioning system for use with the VasPort. The needle extends the life of the implanted injection port and the positioning system gives the nursing staff a sure, safe method for accessing the VasPort.

        The Hemed, VasPort and VasTack are alternative vascular access products used for extended long-term infusion management and are designed to complement the Hemed catheter lines. The VasPort is a device implanted entirely under the skin and consists of a small reservoir with a diaphragm

and catheter. The VasPort is accessed by the VasTack, a small patented non-coring needle system, which penetrates the skin and the diaphragm of the VasPort reservoir. Drugs are readily infused through the VasTack, into the reservoir and then into the catheter. When the infusion is complete the VasTack is removed and the skin acts as a natural barrier against infection. Single and double reservoir VasPorts are available.

Orthofuser

        The patented Orthofuser™ is designed for post-operative use in orthopedic surgeries such as hip and knee replacements and provides for the safe recovery and transfusion of the patient's own blood. This product is well suited for orthopedic procedures, as it is portable and incorporates its own internal vacuum source. Salvaging and reusing as little as 500 cc's of blood post surgically may be enough to avoid the use of donor blood in these types of surgeries.

FDA Clearance for Heparin Coated Products

        In Fiscal 2004, Gish received FDA clearance for its heparin coating to be used in conjunction with Gish's line of heart-lung bypass products. The GBS™ (Gish Biocompatible Surfaces) Coating is a heparin based, covalently bound biocompatible coating that will be used to cover the surfaces of Gish disposable products. Heparin coatings are known to inhibit blood coagulation, decrease the risk of Systemic Inflammatory Response Syndrome, reduce complement activation and platelet adhesion, reduce blood loss and hemolysis, provide stable antithrombotic activity and reduce thrombus formation,assisting Danish, as well as decrease leucocyte (white blood cells) activation.other Nordic and international companies, with advice regarding various areas of corporate finance activities.

Biomaterials

        CardioTech also develops, manufactures and sells a rangeResults of polymer-based materials customized for use in the manufacture of certain medical devices to other medical device manufacturers. CardioTech sells these custom polymers under the trade names ChronoFilm, ChronoFlex, ChronoThane, ChronoPrene, HydroThane, PolyBlend and PolyWeld. CardioTech also provides development services relating to biomaterials to medical device customers.Operations

        CardioTech also manufactures and sells its proprietary HydroThane biomaterials to medical device manufacturers that are evaluating HydroThane for use in their products. HydroThane is a thermoplastic, water-absorbing, polyurethane elastomer, that possesses properties that CardioTech believes make it well suited for the complex requirements of a variety of catheters. In addition to its physical properties, CardioTech believes HydroThane exhibits an inherent degree of bacterial resistance, clot resistance and biocompatibility. When hydrated, HydroThane has elastic properties similar to living tissue.

        In July 1999, CardioTech acquired the assets of Tyndale-Plains Hunter, Ltd. (TPH), a manufacturer of specialty hydrophilic polyurethanes. These hydrophilic polyurethanes are primarily sold to customers as part of an exclusive arrangement. Certain customers are supplied tailored, patented hydrophilic polyurethanes in exchange for multi-year, royalty-bearing exclusive supply contracts. CardioTech owns 29 patents in the field of hydrophilic polyurethanes.

Dermaphylyx

        In the fourth quarter of fiscal 2004, Dermaphylyx started marketing its wound dressing products and currently has two moist wound dressings available for sale, AlgiMed and HydroMed and Blist-Rx, a blister prevention dressing. AlgiMed wound dressings are designed for exudation and bleeding wounds and HydroMed is an absorbent dressing designed for low exudation wounds. Both dressings have been granted Medicare billing codes. Blist-Rx is a breathable polyurethane foam dressing intended to be used by sports enthusiasts to prevent blisters. In October 2004, Deramphylyx introduced a hydrating

mask, trade named AloeGlow, which will be sold directly to beauty salons, professional outlets and regional distributors.

        CardioTech's revenues were $16,083,000 for the nine months ended December 31, 2004. We incurred a loss of $968,000 during such period. For the nine month ended December 31, 2004, 82% of revenues were generated from Gish, 6% of revenues were generated from the Biomaterials division, and 12% of revenues were generated from CDT. For the nine months ended December 31, 2003, 80% of revenues were generated from Gish, 5% of revenues were generated from the Biomaterials division and 15% of revenues were generated at CDT.

        CardioTech's revenues were $21,799,000 and $3,394,000 for the years endedFiscal Year Ended March 31, 2004 and 2003 respectively. For2023 Compared to the year endedFiscal Year Ended March 31, 2004, 81% of revenues were generated from Gish, 5% of revenues were generated from2022

Operating Expenses

During the Biomaterials division, and 14% of revenues were generated from CDT. For the year ended March 31, 2003, 31% of revenues were generated from the Biomaterials division and 69% of revenues were generated at CDT.

Manufacturing

        CardioTech currently manufactures limited quantities of ChronoFlex and HydroThane for sale to medical device manufacturers. To date, CardioTech's manufacturing activities with respect to the specialized ChronoFlex materials used in vascular grafts have consisted primarily of manufacturing small quantities of such products for use in clinical trials. CardioTech has an agreement with CTL, a subsidiary of Nervation Ltd., pursuant to which CardioTech is required to purchase from and CTL has agreed to sell to CardioTech the vascular grafts it needs, subject to CardioTech's ability to obtain another supplier or to obtain "technology transfer." In May 2003, all of the assets CTL were sold to LeMaitre Vascular Inc. By requesting "technology transfer," CardioTech retained the right to undertake, through its subsidiary, Catheter and Disposables Technology, Inc. ("CDT"), large scale commercial production of vascular grafts, when, and if it elects to do so. This would entail, among other things, the purchase of specialized extrusion equipment capable of producing the grafts. To achieve profitability, vascular graft products must be manufactured in larger commercial quantities in compliance with regulatory requirements and at acceptable costs. Production in larger commercial quantities will require CardioTech to expand its manufacturing capabilities significantly and to hire and train additional personnel.

        The development and manufacture of CardioTech's products are subject to good laboratory practice ("GLP") and good manufacturing practice ("GMP") requirements prescribed by the Food and Drug Administration ("FDA") and other standards prescribed by the appropriate regulatory agency in the country of use. There can be no assurance that CardioTech will be able to obtain or manufacture products in a timely fashion at acceptable quality and prices, that it or any suppliers can comply with GLP or GMP, as applicable, or that it or such suppliers will be able to manufacture an adequate supply of products. Both Gish's and CDT's facilities are EN ISO 13485 certified and include a "Class 10,000" clean room.

Competition

        Competition in the medical device industry in general is intense and based primarily on scientific and technological factors, the availability of patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain governmental approval for testing, manufacturing and marketing products.

        Competition among products is based, among other things, on product efficacy, safety, reliability, availability, price and patent position. An important factor is the timing of the market introduction of CardioTech's or competitors' products. Accordingly, the relative speed with which CardioTech can develop products, complete the clinical trials and approval processes and supply commercial quantities

of the products to the market is expected to be an important competitive factor. CardioTech's competitive position depends upon its ability to attract and retain qualified personnel, to obtain patent protection or otherwise develop proprietary products or processes, and to secure sufficient capital resources for the often substantial period between technological conception and commercial sales.

        The market for medical devices of the type sold by CardioTech is extremely competitive. CardioTech believes that product differentiation and performance, client service, reliability, cost and ease of use are important competitive considerations in the markets in which it competes. Most of CardioTech's competitors are larger and possess greater financial and other resources than CardioTech. CardioTech has approximately five competitors within each of the hospital markets in which it competes. No one competitor is a dominant force in this market. CardioTech believes it has achieved its position in the marketplace for its present principal products by means of superior design, quality, and service, and CardioTech intends to continue to utilize these means of competing.

Research and Development

        CardioTech's research and development efforts are primarily focused on developing its synthetic vascular graft technologies. CardioTech's development decisions are based on (1) development costs, (2) product need, (3) third-party interest and funding availability, and (4) regulatory considerations. Research and development expenditures, including costs of research grants, for the nine months ended December 31, 2004 and December 31, 2003 were $976,000 and $765,000, respectively, and for the years ended March 31, 2004 and 2003 were $1,065,000 and $374,000, respectively, consisting primarily of salaries and related costs. Research and development costs will increase significantly should CardioTech enter into the European Union or United States of America clinical trials with its CardioPass graft, or other products.

        In April 2002, CardioTech concluded a technology transfer and license agreement with Credent Vascular Technologies, Ltd., of Wrexham, U.K. Total consideration paid by Credent to CardioTech for the purchase of the transferred rights to ChronoFlex RC was $500,000. Credent paid CardioTech $400,000 in fiscal year ended March 31, 2004 and paid $100,0002023, we had stock-based compensation to related parties of $8,141,501, for the fair value of warrants issued. We had no stock-based compensation expense in the prior year.

For the fiscal year 2003.ended March 31, 2023, we had professional fees of $102,286 compared to $119,863 for the fiscal year ended March 31, 2022, a decrease of $17,577 or 14.7%. The decrease is largely due to a decrease of accounting fees.

        Under terms

For the fiscal year ended March 31, 2023, we had consulting fees of $39,602 compared to $105,565 for the fiscal year ended March 31, 2022, a decrease of $65,963 or 62.5%. The decrease is largely due to a decrease of consulting fees for our prior CEO.

For the fiscal year ended March 31, 2023, we had general and administrative expenses of $196,500 compared to $83,743 for the fiscal year ended March 31, 2022, an increase of $112,757 or 134.6%. The increase in G&A expense is mainly due to the expense related to a cash distribution of $141,693.

Other Income

For the fiscal year ended March 31, 2023, we had interest expense of $382 and other income of $8,055, for total other income of $7,673. For the fiscal year ended March 31, 2022, we had other income of $22,000, from a cash deposit in connection with a non-binding arrangement.

Net Loss

For the fiscal year ended March 31, 2023, we had a net loss of $8,472,216 compared to $287,171 in the prior year. The large increase in our net loss in the current fiscal year is due to the non-cash expense we incurred as discussed above.

Liquidity, Capital Resources and Going Concern

As of March 31, 2023, we had cash of $7,149, a decrease of $238,796 when compared with a balance of $245,945 as of March 31, 2022.

During the fiscal year ended March 31, 2023, we had net cash of $368,347 used in operating activities compared to $282,381 used in operating activities in the prior year.

There was no cash used in or provided by investing activities during the fiscal years ended March 31, 2023 and 2022.

During the fiscal year ended March 31, 2023, net cash of $128,886 provided by financing activities. We received $115,000 from the exercise of warrants and $13,886 from a related party. We received and repaid a $40,000 loan payable.

During the fiscal year ended March 31, 2022, we had net cash of $400,000 provided by financing activities which was a result of the agreement, CardioTech irrevocably grantedissuance of an exclusive, worldwide licenseadditional 5,114,475 shares of its intellectual property rights relatingour common stock to ChronoFlex RC, enabling Credent to exclusively synthesize ChronoFlex RC biodurable polycarbonate-urethane. Credent will use ChronoFlex RCa private investor in consideration of $400,000 in cash.

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the manufacturenormal course of its vascular accessbusiness. During the fiscal years ended March 31, 2023 and peripheral vascular grafts2022, we reported a net loss of approximately $8,472,000 and potentially$287,000, respectively. Cash flows of approximately $368,000 and $282,000 were used in operations for the fiscal years ended March 31, 2023 and 2022, 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.

Off-Balance Sheet Arrangements

As of March 31, 2023, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future development products. Credentmaterial effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

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

Results of Operations

Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022 (Unaudited)

Operating Expenses

During the three months ended June 30, 2023, we had officer compensation expense of $27,000. 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 licensed backa 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 three months ended June 30, 2022, we had stock-based compensation to CardioTecha related party of $5,009,771, for the fair value of warrants issued. We had no stock-based compensation expense in the current period.

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.

For the three months ended June 30, 2023, we had general and administrative expenses of $4,664 compared to $16,359 for the three months ended June 30, 2022, a 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 the prior period.

Net Loss

For the three months ended June 30, 2023, we had a net loss of $40,296 compared to $5,035,134 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 three months ended June 30, 2023, we used $48 in operating activities compared to $59,976 used in operating activities in the prior period.

There was no cash used in or provided by investing activities during the three months ended June 30, 2023 and 2022.

During the three months ended June 30, 2023, we received $25,000 from financing activities from the exercise of warrants.

Critical Accounting Policies

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

Off-Balance Sheet Arrangements

As of June 30, 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.

BUSINESS

Overview

We are a financial consulting company, specializing in providing Nordic and other international 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:

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

Our mission going forward, is to assist the right Nordic and other international 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 use ChronoFlex RC forsuccessfully establish themselves on the manufactureU.S. market.

Through our business operations, we are being presented with numerous business opportunities and marketingventures. On occasion we view some of coronary artery bypass grafts.

Government Regulation

        CardioTech's research, developmentthose businesses attractive enough to engage with ourselves and manufacturing activities are subject to regulation for safety, efficacy and quality by numerous governmental authoritiesthus acquire an ownership stake in the United States. Incompany. Hence, potentially creating an added revenue stream – alongside the United States,fees from our corporate finance services – if the development, manufacturing and marketing of synthetic vascular grafts are subject to regulation for safety and efficacy bycompany’s value increases over time.

Besides the FDA in accordancevalue we provide through our direct involvement with the Food, Drugcompanies, we have a comprehensive network of business partners and Cosmetic Act. Synthetic vascular grafts are subjectassociates, 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 rigorous FDA regulation, including pre-clinical and clinical testing. The process of completing clinical trials and obtaining FDA approvals for a medical device is likely to takethe U.S. through a number of years, requires the expenditure of substantialsupport 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.

Facilities

Our headquarters are located in Las Vegas, Nevada, where we currently utilize shared office and shop space with a monthly lease term. We believe this space is often subjectsufficient to unanticipated delays. There can be no assurancemeet our needs for the foreseeable future and that any product will receive such approval on a timely basis, if at all.

        There can be no assurance that the FDA will approve any of CardioTech's products currently under research, or if they are approved, that theyadditional space we may require in Las Vegas will be approvedavailable on a timely basis. Furthermore, CardioTech or the FDA may suspend clinical trials at any time upon a determination that the subjects or patients are being exposedcommercially reasonable terms.

Employees

We currently have only one full-time employee, Henrik Rouf, and currently use consultants to an unacceptable adverse health risk ascribable to CardioTech's

products. If clinical studies are suspended, CardioTech may be unable to continue the development of the investigational products affected. CardioTech's Gish subsidiary operates a quality system certified to EN ISO 13485, a standard for quality recognized worldwide. In addition, Gish has been found in compliance with the European Economic Community ("EEC") Medical Device Directive, which equivocates to portions of the United States FDA Current Good Manufacturing Practices ("CGMP") Quality System Regulations. This allows Gish to exportperform, bookkeeping, accounting, engineering and distribute its products with free movement within the European Community.

        CardioTech is inspected periodically by both the FDA and the CDHS for compliance with the FDA's GMP and other requirements including the medical device reporting regulation and various requirements for labeling and promotion.installation services. The FDA Quality System Regulations ("QSR"), which became effective June 1, 1997, no longer limit control to manufacturing and post market controls, but specify requirements during design (Design Control), manufacturing, and servicing as well. Much of the new QSR is based on the ISO9001 Quality Standard, and is, as such in harmony with the thrust towards world harmonization of medical device requirements. The FDA's GMP regulation requires, among other things, that (i) the manufacturing process be regulated and controlled by the use of written procedures,consultants and (ii) the abilitycontractors has enabled us to produce devices that meet the manufacturer's specifications be validatedkeep overhead costs low by extensiveutilizing resources as needed. However, we expect to employ additional personnel following receipt of sufficient funding to do so as discussed above. We will strive to offer competitive employee compensation and detailed testing of every aspect of the process. The medical device reporting regulation requires that the device manufacturer provide information to the FDA on deaths or serious injuries alleged to have been associated with the use of its marketed devices, as well as product malfunctions that would likely cause or contribute to a death or serious injury if the malfunction were to recur. Changes in existing requirements or interpretations (on which regulations heavily depend) or adoption of new requirements or policies could adversely affect the ability of CardioTech to comply with regulatory requirements. Failure to comply with regulatory requirements could have a material adverse effect on CardioTech's business.

        CardioTech believes all of its present products are in compliance in all material respects with all applicable performance standards as well as good manufacturing practices, record keeping and reporting requirements in the production and distribution of such products. Most of CardioTech's products have been determined by the FDA to be devices substantially similar to devices marketed by others prior to May 28, 1976, the effective date of the Amendments, and marketing of them has been authorized pending the classification by the FDA of such products. CardioTech does not anticipate any significant difficulty or material cost increases in complying with applicable performance standards if any such products were to be classified in Class II by the FDA. If the FDA were to classify use of CardioTech's cardiovascular or catheter products as Class III products, pre-marketing clinical testing and evaluation would be requiredbenefits in order to obtain FDA approval for the sale of such products.attract and retain a skilled and diverse work force.

        Regulations under the Act permit export of products which comply with the laws of the country to which they are exported. CardioTech relies upon its foreign distributors for the necessary certifications and compliances in their countries, except in the EEC where the Medical Device Directive prescriptively defines requirements.

Marketing and DistributionLegal Proceedings

        Internationally, CardioTech is represented by specialty medical distributors in over fifty countries around the world. CardioTech's international sales represented approximately 15% of total CardioTech sales in fiscal 2004. CardioTech's sales to foreign customers are primarily in Europe and Asia. All international transactions are conducted in U.S. dollars, thus reducing the risk from currency fluctuations. CardioTech does not have any facilities, property or other assets, except sales representative supplies, located in any geographic area other than the United States of America.

        Sales of CardioTech's products have historically not been subject to seasonality in any material respect.

Components and Parts

        CardioTech purchases components for its various products from vendors who sell such components generally to the medical device industry. Most components for CardioTech's proprietary products are manufactured from tooling owned by CardioTech. Other components are manufactured by outside suppliers in accordance with CardioTech's specifications.

        Certain components of CardioTech's custom tubing sets are purchased from competitors. CardioTech has not experienced difficulty in obtaining such components in the past and believes adequate sources of supply for such items are available on reasonable terms.

        Membrana GmbH is a CardioTech supplier and provides a polyester wrap thread for use in the Vision™ Oxygenator.

Patents and License Agreements

        CardioTech has been issued or has patents pending on several of its products. There can be no assurance that any patents issued would afford CardioTech adequate protection against competitors which sell similar inventions or devices. There can also be no assurance that CardioTech's patents will not be infringed upon or designed around by others. However, CardioTech intends to vigorously enforce all patents it has been issued.

Customer Information

        CardioTech performs ongoing credit evaluations and maintains allowances for potential credit losses. As of December 31, 2004, CardioTech believes that it has no significant concentrations of credit risk.

        One sales representative organization comprised 10% of the Gish division's net sales in fiscal 2004. CardioTech believes that the loss of this sales representative organization would not have a material effect on its business.

Backlog

        Almost all of the Gish division products are repetitive purchase, single use, disposable products, which are shipped shortly after receipt of a customer's purchase order. Therefore, CardioTech believes that CardioTech and its distributors generally maintain an adequate finished goods inventory to fulfill the customer's needs on demand. Accordingly, CardioTech believes that the backlog of orders at any given point in time in the Gish division is not indicative of the Gish division's future level of sales.

        CDT had a backlog of $1,849,000 at December 31, 2004.

Contracts

        CardioTech has no contracts with customers where cancellation or renegotiation would have a material impact on CardioTech's sales or profit margins.

Environmental Compliance

        CardioTech's direct expenditures for environmental compliance were not material in the two most recent fiscal years. However, certain costs of manufacturing have increased due to environmental regulations placed upon suppliers of components and services.

Employees

        As of December 31, 2004, CardioTech had 47 full-time employees at its headquarters in Massachusetts and in its Minnesota location. Of these full-time employees, 12 are in contract research and development, 26 are in manufacturing and production, and 9 are in management, administrative, and marketing positions. None of these employees are covered by a collective bargaining agreement, and management considers its relations with its employees to be good.

        As of December 31, 2004, CardioTech had 111 full-time employees in its California operations. Of these full-time employees, 9 were engaged in sales and sales management, 89 were engaged in manufacturing and the remainder in marketing, research and development, administrative and executive positions. None of these employees are covered by a collective bargaining agreement, and management considers its relations with its employees to be good.

        As of December 31, 2004 CarTika Medical, Inc. has about 50 employees in its Minnesota operations. Of these full-time employees, 41 are in manufacturing and production and 9 are in management, administrative, and marketing positions. None of these employees are covered by a collective bargaining agreement, and management considers its relations with its employees to be good.

DESCRIPTION OF PROPERTY

        We own an approximately 27,000 square foot building and underlying land located at 229 Andover Street, Wilmington, MA. We lease approximately 16,000 square feet in Plymouth, Minnesota for CDT under a lease which expires April 2009. Within this facility, CDT has constructed a Class 10,000 clean room for the assembly of its products. Our Gish division's office and manufacturing facilities are located in Rancho Santa Margarita, California in a building containing approximately 52,000 square feet of space under a lease, which expires in February 2011. Within this facility, we have constructed a Class 10,000 clean room for the assembly of our products. We also have a finished goods storage facility in Irvine, California in a building containing approximately 23,000 square feet of space under a lease, which expires in January 2006.

        CarTika Medical, Inc., an original equipment manufacturer, operates from a FDA-Registered state of the art 17,000 square feet facility in Plymouth, Minnesota, has two Certified Class 10,000 clean rooms, and specializes in complete catheter assemblies, injection molding, pad printing and thermoformed polymer products.CarTika Medical, Inc. leases approximately 8,600 square feet under a lease that expires September 2006 and 8,400 square feet under a lease that expires April 2009.

LEGAL PROCEEDINGS

We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings at this time.

USE OF PROCEEDS

        On November 19, 2004 we entered into a definitive agreementor subject to acquire CarTika Medical, Inc., a private medical device contract manufacturer headquartered in Plymouth, MN. A portionclaims incident to the ordinary course of business. Regardless of the consideration for the acquisitionoutcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will consist of approximately 875,000 shares ofbe obtained.

MANAGEMENT

Set forth below is certain information regarding our common stock, equal in value to $1,662,000 (such determined based on the fair market value of our common stock as of March 31, 2005) which are being registered under this registration statement. We expect the closing to occur shortly after this registration statement is declared effective. We will pay all the expenses incident to this registration.

PLAN OF DISTRIBUTION

        This prospectus relates to the public offering of 875,000 shares of our common stock, par value $0.01 per share, to be issued in connection with our acquisition of substantially allexecutive officers and directors. Each of the assets and certain liabilitiesdirectors listed below was elected to our board of CarTika Medical, Inc., a private medical device contract manufacturer headquarters in Plymouth, MN. The numberdirectors to serve until our next annual meeting of shares was determined based on the fair market value of our common stock as of March 31, 2005. We expect to close our acquisition of CarTika Medical shortly after the registration statementstockholders or until his or her successor is declared effective. It is expected that of the 875,000 shares to be issued, 437,000 shares will be issued to each of Thomas C. Carlson and 437,000 shares to Sheila A. Carlson, the two shareholders of CarTika Medical, Inc. We will pay the expenses of registering the shares. The actual number of shares will be determined at the date of closing based on the closing market value of our stock, but will not exceed 875,000.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

        Our Directors are elected at the Annual Meeting of Stockholders and hold office until their successors are elected and qualified. Our officers are appointed annually byAll directors hold office for one-year terms until the election and qualification of their successors.

On June 9, 2023, Tom Glaesner Larsen resigned as a member of our Board of Directors, and serve at the pleasureremaining members of the Board. Board appointed Henrik Keller to fill the vacancy created by Mr. Larsen’s resignation.

The following table sets forth information regarding the members of our board of directors and our executive officers:

There are no family relationships between anyamong our directors and executive officers.

Background of our officers or directors. Our Board is currently divided into three classes having staggered terms of three years each.Executive Officers and Directors

        Our directors, executive officers,

Henrik Rouf—President and significant employees are as follows:

        Dr. Michael Szycher has been Chairman of the Board, President, Chief Executive Officer and TreasurerMember of CardioTech since June 1996. From October 1989 until joining CardioTechour Board of Directors. Mr. Rouf joined our Board in March 2023. Since 2004 Mr. Rouf has been President of PacificWave Partners Inc., a California-based merchant bank, advising domestic and international companies on various financings. Mr. Rouf has 30 years of experience in the global finance markets, working as an international financier, merchant banker and fund manager. Mr. Rouf advises and finances companies in many industries, including (though not limited to) software, semiconductors, blockchain, healthcare, medical devices, biotechnology, restaurant chains, apparel, cannabis, clean tech and advertising. By being located and working in the United States for more than 30 years, Mr. Rouf has a vast network and extensive ties to especially the United States, but also to Europe and Asia. We believe that the significant experience that Mr. Rouf has in international finance and in management of such companies qualifies him to be a member of our Board of Directors.

Henrik Keller— Member of our Board of Directors. Mr. Keller joined our Board in June 1996, Dr. Szycher2023. Mr. Keller has since August 2009 been the owner and Director of HK-Consult, a Danish firm providing advisory services to companies in Europe, the United Sates and Canada to assist with financings, product development and sales. Mr. Keller has a Bachelor in Business Administration. In light of the many years that Mr. Keller has in advising emerging companies throughout the world on how to increase their business, as well as his business acumen gained through his serving as owner, general manager and sales manager of companies, we believe that Mr. Keller will be a valuable member of our Board of Directors.

Christian Hill-Madsen—Chairman of our Board of Directors. Mr. Hill-Madsen joined our Board in January 2023. Since August_ 2018 he has served as ChairmanCEO of PolyMedica Industries, Inc. ("PMI")Life Science Power House ApS, a Denmark-based life science advisory and consultancy firm, and from September 1, 2013 to present, Mr. Hill-Madsen was the founder and CEO of the Hill-Consult, an executive search firm specializing in employee recruitment in the life science industry in the Nordics. We believe that the combination of management skills and ability to assist the growth of companies through identification of key employees to hire qualifies him to be a member of our Board of Directors.

Bennett J. Yankowitz—Chief Financial Officer and Member of our Board of Directors. Mr. Yankowitz has more than 30 years of experience as a corporate attorney with leading law firms, specializing in securities, financial and merger and acquisition transactions, and has a background in financial analysis and real estate investment and development. He is of counsel to the law firm Shumaker Mallory LLP, and was previously of counsel to its predecessor firm Parker Shumaker Mills LLP. He was previously counsel to Kaye Scholer LLP and a partner of Heenan Blaikie and of Stroock & Stroock & Lavan LLP. From 2002 to 2014, he was a director of Proteus Energy Corporation, a California-based private oil and gas production and development company and was its Chief Executive Officer of PMI from November 19902008 to June 1996, and as a director of PMI from its inception until June 1996. Dr. Szycher is also a director of Implant Sciences Corporation (AMEX: IMX). Dr. Szycher is a recognized international authority on polyurethanes and blood compatible polymers.2014. He is the author of over eighty original research articles,currently chief financial officer and was a pivotal force in the creationmember of the Medical Plastics Divisionboard of the SPE. He is the Editordirectors of five books, "Biocompatible Polymers, Metals and Composites;" "Synthetic Biomedical Polymers;" "Blood Compatible Materials and Devices: Perspectives Towards the 21st Century;" High Performance Biomaterials: A Comprehensive Guide to Medical/Pharmaceutical Applications;" and "Szycher's Dictionary of Biomaterials and Medical Devices," and the acclaimed "Szycher's Dictionary of Medical Devices." He is also Editor-In-Chief of the quarterly Journal of Biomaterials Applications. Dr. Szycher received a Ph.D.RocketFuel Blockchain, Inc. Mr. Yankowitz earned his B.A. degree in Cardiac Physiology from Boston University School of Medicine, and an MBA from Suffolk University.

        Mr. Taeger became Chief Financial Officer of CardioTech in February 2004, and has been Chief Financial Officer of Gish since September 2000. Prior to joining Gish, Mr. Taeger was employed for more than five years as Chief Financial Officer of Cartwright Electronics, Inc., a division of Meggitt, PLC. Mr. Taeger is a CPA in the state of California and received a BS in Accounting from California State University at Fullerton.

        Mr. Whittaker joined Gish in July 2000 as Director of Worldwide Sales. Mr. Whittaker accepted the position of the President of Gish in April 2003. Prior to joining Gish, Mr. Whittaker was employed for more than 18 years by Sorin Biomedica and its predecessor, Shiley Inc., a subsidiary of Pfizer, Inc. He was most recently Western Division Sales Manager, a position held since 1995.

        Mr. Michael Adams has been a director of CardioTech since May 1999. He is also the Vice President of PLC Systems, Inc. Prior to joining PLC Systems in September 2000, Mr. Adams was Vice President of Assurance Medical, Inc., ("Assurance Medical"). Prior to joining Assurance Medical in June 1999, Mr. Adams was the Chief Operating Officer and Vice President of Regulatory Affairs and Quality Assurance of CardioTech from June 1998 to May 1999. From November 1994 through June 1998, Mr. Adams served as the Vice President of Cytyc Corporation.

        Dr. Anthony J. Armini has been a director of CardioTech since August 2000. Dr. Armini has been the President, Chief Executive Officer, and Chairman of the Board of Directors of Implant Science Corporation since 1984. From 1972 to 1984, prior to founding Implant Sciences, Dr. Armini was Executive Vice President at Spire Corporation. From 1967 to 1972, Dr. Armini was a Senior Scientist at McDonnell Douglas Corporation. Dr. Armini received his Ph.D. in nuclear physicsMathematics from the University of California, Los Angeles in 1967. Dr. Armini isBerkeley (1977), his J.D. degree from the authorUniversity of eleven patents, fifteen patents pending and fourteen publications in the field of implant technology. Dr. Armini has over thirty years of experience working with cyclotrons and linear accelerators, the production and characterization of radioisotopes, and fifteen years experience with ion implantation in the medical and semiconductor fields.

        Mr. Michael Barretti has been a director of CardioTech since January 1998. Mr. Barretti is the executive in residence and professor of marketing at Suffolk University in Boston. Mr. Barretti has been the President of Cool Laser Optics, Inc.Southern California (1980), a company which commercializes optical technology specific to the medical laser industry, since July 1996. From September 1994 to July 1996, Mr. Barrettiwhere he was Vice President of Marketing for Cynosure, Inc., a manufacturer of medical and scientific lasers. From June 1987 to September 1994, Mr. Barretti was a principal and served as Chief Executive Officer of NorthFleet Management Group, a marketing management firm serving the international medical device industry. From January 1991 to May 1994, Mr. Barretti also acted as President of Derma-Lase, Inc., the U.S. subsidiary of a Glasgow, Scotland supplier of solid-state laser technologies to the medical field.

        Mr. William J. O'Neill, Jr. has been a director of CardioTech since May 2004. Mr. O'Neill is currently the Deanan editor of the Frank Sawyer SchoolSouthern California Law Review, and his LL.M. degree (First Class Honours) from the University of Management at Suffolk University in Boston, Massachusetts. Prior to this appointment, Mr. O'Neill spent thirty years (1969-1999) with the Polaroid Corporation,Cambridge (1981), where he held the positions of Executive Vice President of the Corporation, President of Corporate Business Development, and Chief Financial Officer.was an Evan Lewis-Thomas Scholar at Sidney Sussex College. He was also Senior Financial Analyst at Ford Motor Company. Mr. O'Neill was a Trustee at the Dana Farber Cancer Institute, and is currently a member of the Massachusetts Bar Association, a member of theCalifornia and New York bars.

Our Board has concluded that Mr. Yankowitz is an appropriate person to represent management on our Board of Directors given his position as our Chief Financial Officer, his professional credentials, and his understanding of corporate regulatory matters and merger and acquisition activities.

Code of Conduct and Ethics

We have adopted a Code of Ethics that allows us to ensure that our disclosure controls and procedures remain effective. Our Code also defines the Greater Boston Chamberstandard of Commerce,conduct expected by our chief executive officer and servesdirector. A copy of our Code of Ethics is available on the Board of Directors of Concord Camera. He earned a BA at Boston College in mathematics, a MBA in finance from Wayne State University,our website www.nordicuspartners.com and a JD from Suffolk University Law School.

        Jeremiah E. Dorsey has been a director of CardioTech since May, 2004. Mr. Dorsey retired in 2002. From 1992also will be furnished without charge to 2002, Mr. Dorsey was President and Chief Operating Officer of The West Company (Lionville, PA), a leading supplier of components to the pharmaceutical, medical device and dental businesses. From 1990 to 1992, Mr. Dorsey was President andany person upon written request. Requests should be sent to: Chief Executive Officer, of Foster Medical (Waltham, MA), a supplier of hospital equipment. From 1988 to 1990, he was President of Towles Housewares Company (Newburyport, MA), and Vice President and Board Member of J&J Dental Products Company (East Windor, NJ), a world leader in composite materials, dental amalgams, cleaning and polishing products.Nordicus Partners Corporation, 3651 Lindell Road, Suite D565, Las Vegas, Nevada 89103.

        Mr. Thomas F. Lovett has served as Vice President of Finance since May 2003. He served as the Corporate Controller of CardioTech from August 2000 through May 2003. From 1992 until joining CardioTech, Mr. Lovett served in the capacities of Controller and Cost Accounting Manager at Cynosure, Inc. Additionally, Mr. Lovett served in a number of capacities, including Cost Accounting Manager, for Candela Laser CardioTech from 1983 to 1992. Mr. Lovett holds a BS degree in Accounting from Northeastern University.

Committees; Attendance

        Meeting Attendance.    During the fiscal year ended March 31, 2004, there were five (5) meetings of the Board. The various committees of the Board also met a total of six (6) times during fiscal 2004.

Each director attended in excess of 75% of the total number of meetings of the Board and of committees of the Board on which he served during fiscal 2004. In addition, from time to time, the members of the Board and its committees acted by unanimous written consent pursuant to Massachusetts law.

        Audit Committee.    The Board has designated from among its members an Audit Committee, which consists of Mr. Michael Barretti, Mr. Anthony Armini and Mr. William O'Neill. Mr. Barretti, Mr. Armini and Mr. O'Neill are independent members. Mr. O'Neill is independent and meets the requirements to qualify as an audit committee financial expert. The Audit Committee has the responsibility to ascertain that CardioTech's financial statements reflect fairly the financial condition and operating results of CardioTech and to appraise the soundness, adequacy and application of accounting and operating controls. The Audit Committee recommends the independent auditors to the Board, reviews the scope of the audit functions of the independent auditors and reviews the audit reports.

        Code of Ethics.    CardioTech has adopted a code of ethics that applies to its chief executive officer, chief financial officer, and vice president of finance. The code of ethics is posted on CardioTech's website, the address of which iswww.cardiotech-inc.com. CardioTech intends to include on its website any amendments to, or waivers from, a provision of its code of ethics that applies to CardioTech's chief executive officer, chief financial officer, or vice president of finance that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K.

Compensation and Stock Option Committee

        The Compensation and Stock Option Committee, which met four (4) times during fiscal 2004, had two members, Mr. Barretti and Mr. Adams (Chairman). Effective May 2004 Mr. Dorsey joined the committee. The Compensation and Stock Option Committee reviews, approves and makes recommendations on CardioTech's compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board are carried out and that such policies, practices and procedures contribute to the success of CardioTech. The Compensation and Stock Option Committee administers the 1996 Plan and the 2003 Plan.

Nominating Committee.

        The Nominating Committee, which was established in March 1998 and did not meet in fiscal 2004, has three members, Mr. Dorsey, Mr. Barretti and Mr. Adams. The Nominating Committee nominates individuals to serve on the Board. The Nominating Committee considers nominees recommended by Stockholders.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Based solely on a review of copies of such forms submitted to CardioTech,us, we believe that all persons subject to the reporting requirements of Section 16(a) filed such reports on a timely basis.basis in fiscal year 2023.

Directors' Compensation

        CardioTech's policyCorporate Governance and Guidelines

Our Board of Directors has long believed that good corporate governance is important to pay $750 per diem compensation to non-employee membersensure that we manage our company for the long-term benefit of stockholders. The primary responsibilities of the Board for attendance atare to provide oversight, strategic guidance, counseling, and direction to the Company’s management. During the past year, our Board meetings, and $1,500 per diemof Directors has continued to Committee Chairmen. The chairmanreview our governance practices in light of the AuditSarbanes-Oxley Act of 2002 and recently revised SEC rules and regulations. We intend to implement internal corporate governance guidelines and practices when we have available resources to implement these guidelines and practices. Such guidelines and practices, when implemented, will be furnished without charge to any person upon written request. Requests should be sent to: Chief Executive Officer, Nordicus Partners Corporation, 3651 Lindell Road, Suite D565, Las Vegas, Nevada 89103. The Board will meet on a regular basis and additionally as required.

Committees of the Board of Directors

We currently have no separate audit, compensation, or nominating committees. The entire Board oversees our (i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive officer, and implementation of our incentive programs; and (iii) identification of individuals qualified to become Board members and recommendation to our shareholders of persons to be nominated for election as directors.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” As of the date of this prospectus none of our directors are considered to be independent.

Role of the Board in Risk Oversight/Risk Committee

One of the key functions of the Board will be informed oversight of the Company’s risk management process. The Board does not currently anticipate having a standing risk management committee and administers this oversight function directly. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Board will also receive $1,500monitor compliance with legal and regulatory requirements.

Limitation on Liability and Indemnification of Directors and Officers

The Company’s Certificate of Incorporation limits directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for each special meeting with CardioTech's Principal Accountants. All non-employeemonetary damages for breach of their fiduciary duties as directors, are reimbursedexcept for travelliability:

● for any transaction from which the director derives an improper personal benefit;

● for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

● for any unlawful payment of dividends or redemption of shares; or

● for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and the Company’s bylaws provide that the Company will, in certain situations, indemnify the Company’s directors and officers and may indemnify other employees and other relatedagents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses incurred(including attorneys’ fees and disbursements) in attending meetingsadvance of the Board.final disposition of the proceeding.