| 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. 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. As of and for the years ended March 31, 2024 and 2023 no such impairment was needed. Cash
and cash equivalents. Cash
and cash equivalents include all highly liquid debt instruments with original maturities of twelve months or less, which secure any
corporate obligations. As of March 31, 2024, and March 31, 2023, the Company held a cash balance of $ 697,721 and
$ 35,756 respectively
As of March 31, 2024, the organization’s balances exceeded federally insured limits by approximately $ 266,090 . Accounts
Receivable Upon
adoption of ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Additionally,
ASU 2022-02 eliminates the accounting guidance for TDRs in ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors, The
Company has adopted the new standard ASC-326- CECL to account for current credit losses, the Company has analyzed its accounts
receivable, based on historical and customer experience, economic trends, and future estimates. Accounts receivables are recorded for pharmaceuticals picked up or shipped as of March 31, 2024, it is expected to be
collected within twelve months in its entirety, no reserve was necessary. SCHEDULE
OF ACCOUNTS RECEIVABLE
2024 2023
As of March 31,
2024 2023
Accounts Receivable $ 235,423 $ - 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 this
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, such as shipping with a third party, or upon pick up of the pharmaceuticals. 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 Ending March 31,
2024 2023
Core:
Sale of Pharmaceutical products - RxCompound $ 11,924,804 $ 44,099
Total core revenue, net $ 11,924,804 $ 44,099
Non-Core: — —
Services – Peaks $ 28,831 $ 4,438
Total revenue, net $ 11,953,635 $ 48,537 The
Company currently has 3 large customers, each representing 14 9 9 SCHEDULE
OF REVENUE BY MAJOR CUSTOMERS
2024 2023
For the Years Ending March 31,
2024 2023
Accounts Receivables $ 235,423 $ - Inventory The
Company has its inventories stated at a lower 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 consists 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 on feedback from customers and the product development team. As of March 31, 2024, and March 31, 2023, the inventory reserves
were not material. The
Company has three main suppliers, each accounting 32 13 6 SCHEDULE
OF INVENTORY
2024 2023
As of March 31,
2024 2023
Raw materials $ 266,776
Finished goods 48,962 10,260
Inventory $ 315,738 $ 10,260 Cost
of Goods Sold Components
of cost of goods sold include product costs, consumables, 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 goods sold. Related
Parties The
Company pays the employee compensation for Giorgio R. Saumat and Mario Tabraue to their respective, solely owned LLCs, Point96
Consulting, LLC and Tabraue Consulting, LLC. 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. 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. Net
income 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 diluted common
share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the
computation. For the years ended March 31, 2024 and 2023, the Company did not have any
antidilutive equity instruments. Goodwill 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. 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, 2024. However, no stock-based commitments were outstanding as of March 31, 2024, and 2023. 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, 2024, and as of March
31, 2023. 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, 2024, RxCompound added various equipment for its hazardous room, to compound hormonal creams. Depreciation on property and
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: The
Company has adopted the new standard ASC-326- CECL to account for current credit losses, the Company has analyzed this pronouncement noting no material impact upon adoption. 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 an “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 will be
required. Intangible
assets 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 . |
