| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of presentation The
accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles
of consolidation The
accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompound,
Peaks and ESF. The
Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB
audit on February 3, 2023 (“Acquisition Date”). Operating results of subsidiaries have been consolidated according to their
acquisition dates. No inter-company transactions and balances were identified. Going
Concern The
financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding
the Company’s recurring losses, working capital deficiency or accumulated deficit. As
of March 31, 2023, the Company had $ 35,756 1,307,285 The
Company as of November 8, 2022, became a holding entity set to acquire companies with its recent two acquisitions, RxCompound and Peaks
both operating in the health and wellness industry. The Company’s cash position may not be sufficient to pay its obligations and
support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management
believes that the actions presently being taken to further implement its business plan and generate sufficient revenues may provide the
opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient
revenues by acquiring companies and in its ability to raise additional funds, there can be no assurances to that effect. The ability
of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and
generate sufficient revenues. The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in
the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Use
of estimates and assumptions The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. The areas requiring significant estimates are impairment of goodwill, provision for taxation, useful life of depreciable
assets, useful life of intangible assets, contingencies, and going concern assessment. The estimates and underlying assumptions are reviewed
on an ongoing basis. Actual results could differ from those estimates. Impairment
of Long-Lived Assets The
Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the
assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds
the fair value. Cash
and cash equivalents Cash
and cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing
any corporate obligations. As of March 31, 2023, and March 31, 2022, the Company held a cash balance of $ 35,756 26,942 Commitments
and contingencies The
Company follows ASC 450 to account for contingencies. Certain conditions may exist as of the date the consolidated financial statements
are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to
occur. This may result in contingent liabilities that are required to be accrued or disclosed in the financial statements. The Company
assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company
evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief
sought or expected to be sought therein. If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment
indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be
disclosed. Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on
the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters
will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Revenue
recognition The
Company has implemented ASC 606, Revenue from Contracts with Customers for revenue recognition by incorporating the necessary changes
in systems and processes. These changes included the development of new policies based on the five-step model provided in the new revenue
standard, ongoing contract review requirements, and gathering of information provided for disclosures. Revenue is recognized at the point
in time. The
Company recognizes revenue from product sales or services rendered when control of the promised goods is transferred to our customers
in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this
core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the
contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenue
when or as the Company satisfies a performance obligation. Disaggregated
Revenue The
Company disaggregates revenue from contracts with customers by category — core and non-core, as it believes it best depicts how
the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The
Company’s disaggregated revenue by category is as follows: SCHEDULE
OF DISAGGREGATED REVENUE
For the Years Ended
March 31, 2023 March 31, 2022
Core:
Sale of Pharmaceutical products - RxCompound $ 44,099 $ -
CBD Sales – Holding Company - 14,123
Total core revenue, net 44,099 14,123
Non-Core: - -
Services – Peaks 4,438 -
Total revenue, net $ 48,537 $ 14,123 Inventories The
Company has its inventories stated at the lower of cost (on first in, first out (FIFO) method) or market value basis. A reserve is established
if necessary to reduce excess or obsolete inventories to their realizable value. The stated cost is comprised of finished products. Reserves,
if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and
product life cycles for the various inventory items. These assumptions are evaluated annually and are based on the Company’s business
plan and from feedback from customers and the product development team. As of March 31, 2023 and March 31, 2022, the inventory reserves
were not material. Cost
of Revenues Components
of cost of revenues include product costs, shipping costs to customers and any inventory adjustments. Shipping
and Handling Costs
incurred by the Company for shipping and handling are included in costs of revenues. Related
Parties The
Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect
to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by
or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities
for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit
of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners
of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly
influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from
fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies
of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other
to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Research
and development Research
and development costs are expensed as incurred. The Company’s research and development expenses relate to its engineering activities,
which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned
products for the industry in general. No Income
taxes The
Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of or all the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. ASC
740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position
will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement The
Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement no Interest
and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively. The
Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $ 6,150,613 0 0 Internal
Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses
after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership
changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in October
2013 and March 2014. The amount of the Company’s net operating losses incurred prior to the ownership changes are limited based
on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated
prior to the ownership change available to offset taxable income after the ownership change. Net
loss per common share The
Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net
results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common
share calculation is determined by dividing net results from operations by the weighted average number of common shares and dilutive
common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered
in the computation. For
the year ended March 31, 2023, shares issuable upon conversion of convertible notes were anti-dilutive because of net loss and as
such, their effect has not been included in the calculation of diluted net loss per share. No dilutive common shares in the
comparative year. Goodwill (Restated) Goodwill
represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination.
Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying
amount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine
whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that
the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value
of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting
unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal
to the excess is recorded. As of March 31, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries;
RxCompoundStore.com, LLC. (“RxCompound”) and Peaks Curative, LLC. (“Peaks”). As corrected by this amended annual filing, the Company restated the historical Goodwill recorded at the subsidiary
of RxCompoundstore.com. The Company recognized Goodwill of $ 2,302,792 Stock
Based Compensation The
Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation. These
standards state that compensation cost is measured at the grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value
of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant
using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a few complex and subjective
variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee
exercise behaviors, risk-free interest rate and expected dividends. The company issued common stock for services provided by officers
and others, during the year ended March 31, 2023. However, no stock-based commitments were outstanding as at March 31, 2023 and 2022. Cash
flows reporting The
Company follows ASC 230 to report cash flows. This standard classifies cash receipts and payments according to whether they stem from
operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method
(“Indirect method”) as defined by this standard to report net cash flow from operating activities by adjusting net income
to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts
and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income
that do not affect operating cash receipts and payments. The Company reports separately information about investing and financing activities
not resulting in cash receipts or payments in the period pursuant to this standard. Fair
Value FASB
ASC 820, Fair Value Measurements and Disclosure Level
1 — Level
2 — Level
3 — The
carrying amounts of cash, accounts payable and other liabilities, accrued expenses and settlement payable approximate fair value because
of the short-term nature of these items. The
fair value of the Company’s debt approximated the carrying value of the Company’s debt as of March 31, 2023, and as of
March 31, 2022. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity
levels in the private placement market, variability in pricing from multiple lenders and terms of debt. Property
and equipment Property
and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated
depreciation are removed from the respective accounts, and any gain or loss is included in operations. During the year ended March
31, 2023, RxCompound added various equipment for its hazardous room, to compound hormonal creams. Depreciation on equipment is
charged using a straight line method over the estimated useful life of 5 Recently
issued accounting pronouncements We
have considered the impact of the following pronouncements: In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize almost all leases on their balance
sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases
to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in
current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with
certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years. In January 2018, the FASB issued ASU 2018-01, which permits an
entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Company’s
adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. On May 20, 2020, the FASB voted to delay
implementing the new lease standard for non-public organizations, making their new effective date the fiscal year starting after Dec.
15, 2021. The Company adopted this transition provision and provided necessary disclosures. In
August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve
the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies,
and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2019, (for “emerging growth company” beginning after December 15, 2020). The Company has adopted this standard
effective from January 1, 2021, and the adoption of this standard did not have any significant impact on the consolidated financial statements. The
FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging
– Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The
guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing
guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features
and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies
to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted
for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding
financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’
equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding
financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded
features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260,
Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted
method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled
in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021,
with early adoption permitted (for “emerging growth company” beginning after December 15, 2023). The Company has assessed
the impact this standard will have on the Company’s consolidated financial statements. No material adjustments were required. Update
ASU 2021-10- Government Assistance (Topic 832) In
November 2021, the FASB issued guidance which requires business entities to disclose information about certain government assistance
they receive. The amendments in this Update are effective for all entities within their scope for financial statements issued for annual
periods beginning after December 15, 2021. Early application of the amendments is permitted. An entity should apply the amendments in
this Update either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements
at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively
to those transactions. We do not expect adoption of this standard to result in additional disclosures within our Consolidated Financial
Statements. Intangible
assets (Restated) Intangible
assets consist of Peaks telemedicine platform, and the Holding Company’s web domains. Intangible assets with finite lives are amortized
over the estimated useful life of five
years Reclassification No
restatement was made in comparative Consolidated Financial Statements. However, Certain amounts from the prior year have been reclassified
to conform to the current year presentation. |
