Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-53230 | |
Entity Registrant Name | REGENEREX PHARMA, INC. | |
Entity Central Index Key | 0001357878 | |
Entity Tax Identification Number | 98-0479983 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5348 Vegas Drive #177 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89108 | |
City Area Code | 877 | |
Local Phone Number | 761-7479 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 277,995,910 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Current Assets | ||
Cash and equivalents | $ 7,856 | $ 1,135 |
Prepaid expenses | 1,423 | |
Total Current Assets | 9,279 | 1,135 |
Website, net of accumulated amortization of $28,557 and $26,397, respectively | 2,043 | 4,203 |
Furniture and computer equipment, net of accumulated amortization of $1,170 and $197, respectively | 6,527 | 1,201 |
Right of use asset | 834,293 | |
Total Assets | 852,142 | 6,539 |
Current Liabilities | ||
Accounts payable | 78,950 | 75,145 |
Related party advances | 4,757 | 131,887 |
Accrued compensation | 414,962 | 221,192 |
Other accrued liabilities | 83,227 | 125,787 |
Current portion of notes payable to shareholder | 322,246 | 222,771 |
Current portion of notes payable to related parties | 103,500 | |
Current portion of notes payable | 2,400,000 | |
Current portion of lease liabilities | 152,046 | |
Total Current Liabilities | 3,559,688 | 776,782 |
Notes payable to shareholder, net of current portion | 260,788 | 314,704 |
Notes payable to related parties, net of current portion | 38,000 | |
Notes payable, net of current portion | 184,232 | |
Lease liabilities, net of current portion | 723,497 | |
Total Liabilities | 4,728,205 | 1,129,486 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ Deficit | ||
Common stock: $0.001 par value: 675,000,000 shares authorized: 277,945,910 and 277,112,660 issued and outstanding at December 31, 2023 and March 31, 2023, respectively | 277,946 | 277,113 |
Additional paid-in capital | 1,169,014 | 671,963 |
Accumulated deficit | (5,323,023) | (2,072,023) |
Total Stockholders’ Deficit | (3,876,063) | (1,122,947) |
Total Liabilities and Stockholders’ Deficit | $ 852,142 | $ 6,539 |
BALANCE SHEETS (UNAUDITED) (Par
BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 28,557 | $ 26,397 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,170 | $ 197 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 675,000,000 | 675,000,000 |
Common Stock, Shares, Issued | 277,945,910 | 277,112,660 |
Common Stock, Shares, Outstanding | 277,945,910 | 277,112,660 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Expenses | ||||
General and administrative | $ 239,384 | $ 29,102 | $ 785,481 | $ 67,892 |
Research and development | 2,400,000 | |||
Total Operating Expenses | 239,384 | 29,102 | 3,185,481 | 67,892 |
Operating Loss | (239,384) | (29,102) | (3,185,481) | (67,892) |
Other Income (Expense) | ||||
Interest expense | (20,219) | (17,241) | (58,526) | (49,365) |
Foreign currency gain (loss) | (4,373) | (3,057) | (6,993) | 26,217 |
Total Other Income (Expense) | (24,592) | (20,298) | (65,519) | (23,148) |
Net Loss | $ (263,976) | $ (49,400) | $ (3,251,000) | $ (91,040) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted Average Number of Common Shares Outstanding | 277,919,497 | 227,112,660 | 277,539,983 | 277,112,660 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,251,000) | $ (91,040) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation and amortization | 3,133 | 2,598 |
Foreign currency adjustments | 6,993 | (26,217) |
Stock-based compensation | 154,634 | |
Research and development | 2,400,000 | |
Amortization of ROU assets, net of liabilities | 41,250 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,423) | 2,756 |
Accounts payable and accrued liabilities | 253,300 | 38,763 |
Net cash used in operating activities | (393,113) | (73,140) |
Cash Flows from Investing Activities: | ||
Purchase of furniture and computer equipment | (6,299) | (1,398) |
Net cash used in investing activities | (6,299) | (1,398) |
Cash Flows from Financing Activities: | ||
Related party advances | 4,557 | 200 |
Partial repayment of note payable to shareholder | (10,000) | |
Partial repayment of note payable to related parties | (39,500) | (2,500) |
Proceeds from sale of common stock and warrants | 343,250 | |
Net cash provided by financing activities | 406,133 | 73,101 |
Increase (Decrease) in cash and equivalents | 6,721 | (1,437) |
Cash and cash equivalents, beginning of period | 1,135 | 2,640 |
Cash and cash equivalents, end of period | 7,856 | 1,203 |
Supplemental Cash Flow Information – Cash Paid For: | ||
Income Taxes | ||
Interest | ||
Non-Cash Investing and Financing Activities: | ||
Accrued interest converted into note payable | 98,744 | 7,211 |
Operating lease, ROU asset and liabilities | 953,535 | |
Note payable issued for acquisition of intellectual property | 2,400,000 | |
Other Affiliates [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from notes payable to related parties | 2,826 | 34,901 |
Affiliated Entity [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from notes payable to related parties | $ 105,000 | $ 40,500 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2022 | $ 277,113 | $ 671,963 | $ (1,934,693) | $ (985,617) |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 277,112,660 | |||
Net loss | (41,640) | (41,640) | ||
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 277,112,660 | |||
Ending balance, value at Sep. 30, 2022 | $ 277,113 | 671,963 | (1,976,333) | (1,027,257) |
Beginning balance, value at Mar. 31, 2022 | $ 277,113 | 671,963 | (1,934,693) | (985,617) |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 277,112,660 | |||
Net loss | (91,040) | |||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 277,112,660 | |||
Ending balance, value at Dec. 31, 2022 | $ 277,113 | 671,963 | (2,025,733) | (1,076,657) |
Beginning balance, value at Sep. 30, 2022 | $ 277,113 | 671,963 | (1,976,333) | (1,027,257) |
Common Stock, Shares, Outstanding, Beginning Balance at Sep. 30, 2022 | 277,112,660 | |||
Net loss | (49,400) | (49,400) | ||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 277,112,660 | |||
Ending balance, value at Dec. 31, 2022 | $ 277,113 | 671,963 | (2,025,733) | (1,076,657) |
Beginning balance, value at Mar. 31, 2023 | $ 277,113 | 671,963 | (2,072,023) | $ (1,122,947) |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2023 | 277,112,660 | 277,112,660 | ||
Net loss | $ (2,987,024) | $ (2,987,024) | ||
Shares and warrants sold for cash | 343 | 342,907 | 343,250 | |
Stock-based compensation | $ 460 | $ 132,928 | $ 133,388 | |
Stock Issued During Period, Shares, Issued for Services | 460,000 | |||
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 277,915,910 | |||
Ending balance, value at Sep. 30, 2023 | $ 277,916 | 1,147,798 | (5,059,047) | $ (3,633,333) |
Beginning balance, value at Mar. 31, 2023 | $ 277,113 | 671,963 | (2,072,023) | $ (1,122,947) |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2023 | 277,112,660 | 277,112,660 | ||
Net loss | $ (3,251,000) | |||
Shares and warrants sold for cash | 343,250 | |||
Stock-based compensation | $ 343,250 | |||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 277,945,910 | 277,945,910 | ||
Ending balance, value at Dec. 31, 2023 | $ 277,946 | 1,169,014 | (5,323,023) | $ (3,876,063) |
Beginning balance, value at Sep. 30, 2023 | $ 277,916 | 1,147,798 | (5,059,047) | (3,633,333) |
Common Stock, Shares, Outstanding, Beginning Balance at Sep. 30, 2023 | 277,915,910 | |||
Net loss | (263,976) | $ (263,976) | ||
Shares and warrants sold for cash | 30,000 | |||
Stock-based compensation | $ 30 | 21,216 | $ 21,246 | |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 277,945,910 | 277,945,910 | ||
Ending balance, value at Dec. 31, 2023 | $ 277,946 | $ 1,169,014 | $ (5,323,023) | $ (3,876,063) |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Regenerex Pharma, Inc., formerly Peptide Technologies, Inc. (the “Company” or “Regenerex”), was incorporated in the State of Nevada, United States of America, on November 18, 2005. On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15 th Risks and Uncertainties Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position, and cash flows. The Company has a lack of revenue history and has had a limited history of operations. No revenue has historically been derived from the assets purchased. Regenerex can give no assurance of success or profitability to the Company’s investors. The wound care healing space is well suited for Home Care service providers that are funded by the US Government. Strategic planning and development will be performed internally by the Company. |
BASIS OF PRESENTATION OF INTERI
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS | NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2023, are not necessarily indicative of the results that may be expected for the year ending March 31, 2024. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2023, have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2023, included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations, and as of December 31, 2023, it had excess liabilities over assets of $3,876,063. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company requires significant cash to launch its business and reduce its liabilities. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company will record revenue under ASC 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation. We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed in Note 1. Earnings per Share Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “ Earnings per Share During the three and nine-months ended December 31, 2023, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive. As at December 31, 2023 and 2022, the Company had common shares warrants outstanding of 2,432,250 and 0, respectively. Website Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three and nine months ended December 31, 2023 and 2022 was $723 and $723 and $2,160 and $1,016, respectively. Furniture and Computer Equipment Furniture and computer equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years. Depreciation expense for the three and nine months ended December 31, 2023 and 2022 was $435 and $82 and $973 and $82, respectively. Significant betterments are capitalized while purchases under $500 are expensed as incurred. Right of Use Assets and Lease Liabilities The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of December 2023. The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remining lease term. Stock-Based Compensation Stock-based compensation is measured at the grant date, based on the estimated fair value of the award. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock warrant is estimated on the date of grant using the Black-Scholes option valuation model. Share grants are measured based on the fair market value of the underlying stock on the grant date. Research and Development We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes. Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use. Recent Accounting Pronouncements The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer (see note 6). On June 10, 2023, the Company has entered into an agreement with Woundcare Labs, LLC, a party related to the CFO and CEO of the company, to lease a plant and to lease equipment in Tennessee (see note 8). Related Party Advances The Company’s former Chief Financial Officer (“CFO”) had advanced the Company monies for operating expenses; no amounts were advanced during the periods presented. The advances were due on demand, but no later than June 30, 2023. The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019. During the nine months ended December 31, 2023, this note was transferred to a relative of the former CFO and was renewed upon maturity in the principal amount of $131,687 plus interest accrued as at June 30, 2023 in the amount of $52,545. Interest expense was $3,285 and $9,922 during the nine-month periods ended December 31, 2023 and 2022, respectively. This transaction is no longer considered related party in nature, and thus is included in notes payable in the accompanying balance sheet. During the nine-month periods ended December 31, 2023 and 2022, the Company’s Chief Financial Officer (“CFO”) and the Company’s Chief Executive Officer (“CEO”) advanced the Company monies for operating expenses in the amount of $4,557 and $200, respectively. The related party advances totaled $4,757 and $131,887 as of December 31, 2023, and March 31, 2023, respectively. Notes Payable to Related Parties During the year ended March 31, 2023, the Company’s CFO and the Company’s CEO advanced the Company monies for operating expenses in the amount of $40,500. Repayment during the nine-month period ended December 31, 2023 and 2022 was $38,000 and $2,500 , respectively. During the nine-month period ended December 31, 2023, the Company’s CFO and the Company’s CEO advanced the Company monies for operating expenses in the amount of $105,000. Repayment during the nine-month period ended December 31, 2023 was $1,500. These notes are unsecured, bear interest at 10% per annum, and have maturity dates ranging from May 2024 to June 11, 2024. The related party notes payable totaled $103,500 and $38,000 as at December 31, 2023 and March 31, 2023. Interest expenses were $2,443 and $890 during the nine-month periods ended December 31, 2023 and 2022, respectively. Note Payables to Shareholders As at December 31, 2023 and March 31, 2023, the Company had various promissory notes with total outstanding principal balances of $583,034 and $537,475, respectively, due to a shareholder of the Company. These notes are unsecured, bear interest at 10% per annum, and have maturity dates ranging from January 20, 2024, to June 17, 2025. During the nine months ended December 31, 2023, notes with principal amounts totaling approximately $154,000 ($200,500 Canadian dollars) that came due during the period were reissued in the total principal amount of approximately $185,000 ($240,600 Canadian dollars) which included the principal amount plus accrued interest of approximately $31,000 ($40,100 Canadian dollars). During the nine months ended December 31, 2023, notes with principal amounts of $67,400 that came due during the period, were reissued in the principal amount of $82,735 which included the principal amount plus accrued interest of $15,335. The reissued notes are unsecured, bear interest at 10% per annum, and have revised maturity dates ranging from April 11, 2024, to June 17, 2025. During the nine-month period ended December 31, 2023, a shareholder was issued additional one (1) promissory note totaling approximately $2,800 ($3,844 Canadian dollars). This note is unsecured and bear interest at ten (10) percent per annum with principal and interest due twelve (12) months after the date of issue. Accrued interest was $67,537 and $51,892 as of December 31, 2023 and March 31, 2023, respectively, which is included in other accrued liabilities at December 31, 2023 and March 31, 2023, respectively. |
INTANGIBLE ASSETS AND INTELLECT
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY | 9 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY | NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. The Company will receive all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable. The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development. The note payable is due within twelve (12) months of the date of the agreement and is included in current liabilities. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a maximum of ten million dollars ($10,000,000) in investment, the seller will extend the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance. The Technology Platforms include but are not limited to: A. Proteomic research platforms which include proprietary blends. B. Combination design Techniques C. Patent Pending Proprietary Blends D. Patent Pending Formulas E. Trademarks and all pending Trademarks F. 510K USA FDA, information and Know-how for application G. All Clinical trials, (Right to use) H. CE mark (International) I. Regenerex Library formula incorporated in the Wound Healing Technology. J. Wound Healing Technology QBX K. Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark. Products: 1. Xcellderma over the counter product. 2. Accelerex, combination product as a drug device. 3. Accelerex in a tube. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers. See Note 6 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Related Party Asset Purchase Agreement. Payments made to the Company’s CEO and CFO in connection with the Asset Purchase Agreement are $43,500 and $0 during the nine-month period December 31, 2023 and December 31, 2022, respectively. The outstanding liability of $7,988 and $0 as at December 31, 2023 and March 31, 2023, respectively is included in other accrued liabilities. |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Dec. 31, 2023 | |
Operating Leases | |
OPERATING LEASES | NOTE 8 – OPERATING LEASES On April 1, 2023, the Company entered into an office lease agreement commencing in May 2023 which expires on April 30, 2028. Under this agreement, the monthly rental payments are $1,650 throughout the term of the lease. The Company is required to pay for all utilities used on the premises and has paid a security deposit of $800 which is included in prepaid expenses. On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920. To commence with production, the plant needs to prepare for FDA inspection which will include inspection of the facility, equipment, and the Company’s procedures. We expect to launch production during the Company’s first quarter of our fiscal year ending March 31, 2025, and will notify the FDA to come into the plant for the inspection at that time. The Company is able to start production while the plant waits for the FDA Inspection. Until the certification is complete, the monthly rent is reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027. During the three and nine-month periods ended December 31, 2023, and 2022 the operating lease cost was $55,720 and $0 and $137,171 and $0 respectively and is included in general and administrative expenses in the accompanying financial statements. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9 – STOCKHOLDERS’ DEFICIT The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share. During the nine months ended December 31, 2023, the Company issued 490,000 shares to board members and consultants for services rendered. Total stock-based compensation expense was $5,400 and $88,200 during the three and nine months ended December 31, 2023, respectively, in connection with these issuances based on the fair value of the stock on the respective grant dates. During the nine months ended December 31, 2023, the Company issued 716,000 warrants to board members and consultants for services rendered with a total grant date fair value of $72,501. Total stock-based compensation expense of $66,434 was recorded in connection with these awards during the nine months ended December 31, 2023. The remaining stock-based compensation of approximately $6,070 will be recognized over the next six months. The warrants contain an exercise price of $0.33 per share, vesting terms ranging from immediately to June 30, 2024, and expire on dates ranging from July 1, 2029 to January 1, 2030. The warrant fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate ranging from 5.19% to 5.54%, a dividend yield of 0%, and a volatility of 80.0%. The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards. As of the date of this valuation, the Companies stock was not trading. The volatility was calculated based on comparable public companies. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility. The dividend yield assumption for equity awards granted is based on Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.18 per share based upon an allocation of the recent cash price paid for common stock and warrants during the nine months ended December 31, 2023. During the nine-month period ended December 31, 2023, the Company issued 343,250 shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of for a total of $343,250. Five warrants were issued for each share purchased, for a total of 1,716,250 warrants. The warrants are exercisable at twenty ($0.20) cents and expire from April 2025 through September 2025. As of December 31, 2023, 2,432,250 warrants had been issued of which 2,372,226 are vested. None of the warrants have been exercised. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Subsequent to the nine-month period ended December 31, 2023, three additional notes to a shareholder that were originally due in January and February 2024 with a principal amount of approximately $ US Funds ($101,500 Canadian Funds) were reissued in the principal amount of approximately $ US Funds ($121,800 Canadian dollars) which included the original principal amount plus accrued interest of approximately $ US Funds ($20,300 Canadian dollars). Repayment of the notes are due within six (6) months of the date of renewal. Subsequent to the nine-month period ended December 31, 2023, one additional note to a shareholder that was originally due in February 2024 with a principal amount of $21,600 was reissued in the principal amount of $25,920 which included the original principal amount of $21,600 plus interest accrued in the amount of $4,320. Repayment of the note is due July 14, 2024. Subsequent to the nine-month period ended December 31, 2023, we approved the issuance of fifty thousand (50,000) shares of common stock with a par value of $0.001 for the price of one ($1) dollar for a total of fifty thousand ($50,000) dollars. One warrant was issued for each share purchased, for a total of 50,000 warrants. The warrants are exercisable at one ($1) dollar per share and expire twenty-four (24) months after the date of the purchase agreement. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company will record revenue under ASC 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation. We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed in Note 1. |
Earnings per Share | Earnings per Share Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “ Earnings per Share During the three and nine-months ended December 31, 2023, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive. As at December 31, 2023 and 2022, the Company had common shares warrants outstanding of 2,432,250 and 0, respectively. |
Website | Website Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three and nine months ended December 31, 2023 and 2022 was $723 and $723 and $2,160 and $1,016, respectively. |
Furniture and Computer Equipment | Furniture and Computer Equipment Furniture and computer equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years. Depreciation expense for the three and nine months ended December 31, 2023 and 2022 was $435 and $82 and $973 and $82, respectively. Significant betterments are capitalized while purchases under $500 are expensed as incurred. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of December 2023. The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remining lease term. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is measured at the grant date, based on the estimated fair value of the award. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock warrant is estimated on the date of grant using the Black-Scholes option valuation model. Share grants are measured based on the fair market value of the underlying stock on the grant date. |
Research and Development | Research and Development We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes. Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Nov. 15, 2021 | |
Entity Incorporation, Date of Incorporation | Nov. 18, 2005 | |
Asset Acquisition, Contingent Consideration, Liability | $ 10,000,000 | |
Purchase Intellectual Property [Member] | ||
Shares, Issued | 150,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Equity, Attributable to Parent | $ 3,876,063 | $ 3,633,333 | $ 1,122,947 | $ 1,076,657 | $ 1,027,257 | $ 985,617 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Class of Warrant or Right, Outstanding | 2,432,250 | 0 | 2,432,250 | 0 |
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | ||
Amortization of Intangible Assets | $ 723 | $ 723 | $ 2,160 | $ 1,016 |
Other Depreciation and Amortization | $ 435 | $ 82 | $ 973 | $ 82 |
Lessee, Finance Lease, Discount Rate | 10% | 10% | ||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | 3 years | ||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Rate | 10% | |||||
[custom:RelatedPartyAdvances-0] | $ 4,757 | $ 4,757 | $ 131,887 | |||
Interest Expense | 20,219 | $ 17,241 | 58,526 | $ 49,365 | ||
[custom:NotesPayableRelatedParties-0] | 103,500 | 103,500 | ||||
[custom:NotesPayableToRelatedPartiesNetOfCurrentPortion-0] | 38,000 | |||||
Interest Expense, Debt | 2,443 | 890 | ||||
Notes Payable | 184,232 | 184,232 | ||||
Accrued Liabilities, Current | 83,227 | 83,227 | 125,787 | |||
Aggregate Interest Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued Liabilities, Current | 67,537 | 67,537 | $ 51,892 | |||
Reissued Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes Payable | 154,000 | 154,000 | ||||
Long-Term Debt, Gross | 185,000 | 185,000 | ||||
Interest Payable, Current | 31,000 | 31,000 | ||||
Reissued Notes 2 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes Payable | 67,400 | 67,400 | ||||
Long-Term Debt, Gross | 82,735 | 82,735 | ||||
Interest Payable, Current | 15,335 | 15,335 | ||||
Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes and Loans Payable | 131,687 | 131,687 | ||||
[custom:RelatedPartyAdvances-0] | 52,545 | 52,545 | ||||
Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest Expense | 3,285 | 9,922 | ||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
[custom:RelatedPartyAdvances-0] | 4,557 | $ 200 | 4,557 | 200 | ||
Chief Executive Officer And Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes and Loans Payable | 105,000 | $ 105,000 | 40,500 | |||
Repayments of Notes Payable | $ 2,500 | |||||
Debt Instrument, Interest Rate During Period | 10% | |||||
Chief Executive Officer And Chief Financial Officer [Member] | Period Year Ended Mar 312023 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayments of Notes Payable | $ 38,000 | |||||
Chief Executive Officer And Chief Financial Officer [Member] | Nine Month Period Ended December 312023 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayments of Notes Payable | 1,500 | |||||
Majority Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes and Loans Payable | 583,034 | 583,034 | $ 537,475 | |||
Shareholder [Member] | Promissory 1 Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes Payable, Noncurrent | $ 2,800 | $ 2,800 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1,000% | 1,000% |
INTANGIBLE ASSETS AND INTELLE_2
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY (Details Narrative) | 1 Months Ended |
Nov. 15, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Business Combination, Contingent Consideration Arrangements, Description | up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Nov. 15, 2021 | |
Assets Sold under Agreements to Repurchase [Line Items] | ||||||
Asset Acquisition, Contingent Consideration, Liability | $ 10,000,000 | |||||
General and Administrative Expense | $ 239,384 | $ 29,102 | $ 785,481 | $ 67,892 | ||
Accrued Liabilities, Current | 83,227 | 83,227 | $ 125,787 | |||
Asset Purchase Agreement Liability [Member] | ||||||
Assets Sold under Agreements to Repurchase [Line Items] | ||||||
Accrued Liabilities, Current | 7,988 | $ 7,988 | 0 | |||
Chief Executive Officer And Chief Financial Officer [Member] | ||||||
Assets Sold under Agreements to Repurchase [Line Items] | ||||||
General and Administrative Expense | $ 43,500 | $ 0 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Prepaid Expense, Current | $ 1,423 | ||
Lessee, Operating Lease, Description | On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920. To commence with production, the plant needs to prepare for FDA inspection which will include inspection of the facility, equipment, and the Company’s procedures. We expect to launch production during the Company’s first quarter of our fiscal year ending March 31, 2025, and will notify the FDA to come into the plant for the inspection at that time. The Company is able to start production while the plant waits for the FDA Inspection. Until the certification is complete, the monthly rent is reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027. | ||
Office Lease [Member] | Monthly Rental Payments [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, Future Minimum Payments Due | $ 1,650 | ||
Office Lease [Member] | Security Deposit [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Prepaid Expense, Current | 800 | ||
Plant Facility [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Capital Lease Obligations, Current | $ 7,920 | ||
Plant Facility [Member] | Monthly Rental Payments [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, Future Minimum Payments Due | $ 18,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Common Stock, Shares Authorized | 675,000,000 | 675,000,000 | 675,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Stock Issued During Period, Shares, Issued for Services | 460,000 | ||||
Share-Based Payment Arrangement, Noncash Expense | $ 154,634 | ||||
Class of Warrant or Right, Outstanding | 2,432,250 | 2,432,250 | 0 | ||
Sale of Stock, Price Per Share | $ 0.18 | $ 0.18 | |||
Stock Issued During Period, Shares, New Issues | 30,000 | 343,250 | 343,250 | ||
Stock Issued During Period, Value, New Issues | $ 21,246 | $ 343,250 | |||
Temporary Equity, Contract Terms | Five warrants were issued for each share purchased, for a total of 1,716,250 warrants. The warrants are exercisable at twenty ($0.20) cents and expire from April 2025 through September 2025. | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 2,372,226 | ||||
Board Members And Consultants [Member] | Services Rendered [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 490,000 | ||||
Share-Based Payment Arrangement, Noncash Expense | $ 5,400 | $ 88,200 | |||
Class of Warrant or Right, Outstanding | 716,000 | 716,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 72,501 | $ 72,501 | |||
[custom:StockBasedCompensationUnrecognizedCompensationCost-0] | $ 6,070 | $ 6,070 | |||
Board Members And Consultants [Member] | Services Rendered [Member] | Warrants [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.33 | $ 0.33 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||
Jan. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Notes Payable | $ 184,232 | ||
Common Stock, Shares, Issued | 277,945,910 | 277,112,660 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Reissued Notes 2 [Member] | |||
Subsequent Event [Line Items] | |||
Notes Payable | $ 67,400 | ||
Long-Term Debt, Gross | 82,735 | ||
Interest Payable, Current | $ 15,335 | ||
Subsequent Event [Member] | Reissued Notes 1 [Member] | |||
Subsequent Event [Line Items] | |||
Notes Payable | $ 75,000 | ||
Long-Term Debt, Gross | 91,000 | ||
Debt Instrument, Issued, Principal | 16,000 | ||
Subsequent Event [Member] | Reissued Notes 2 [Member] | |||
Subsequent Event [Line Items] | |||
Notes Payable | 21,600 | ||
Long-Term Debt, Gross | 25,920 | ||
Debt Instrument, Issued, Principal | 21,600 | ||
Interest Payable, Current | $ 4,320 | ||
Debt Instrument, Maturity Date | Jul. 14, 2024 | ||
Subsequent Event [Member] | Share Issuance 1 [Member] | |||
Subsequent Event [Line Items] | |||
Common Stock, Shares, Issued | 50,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||
Stock Issued During Period, Value, Other | $ 50,000 | ||
Debt Conversion, Description | One warrant was issued for each share purchased, for a total of 50,000 warrants. The warrants are exercisable at one ($1) dollar per share and expire twenty-four (24) months after the date of the purchase agreement. |