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Nordicus Partners Corp - Quarter Report: 2023 September (Form 10-Q)

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to      

 

Commission File No. 001-11737

 

NORDICUS PARTNERS CORPORATION

(Name of small business issuer in its charter)

 

Delaware   04-3186647

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3651 Lindell Road, Suite D565, Las Vegas, Nevada   89103
(Address of principal executive offices)   (Zip Code)

 

Issuer’s telephone number (424) 256-8560

 

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

 

None   None
Title of each class   Name of each exchange on which registered

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  ☐ Large Accelerated Filer ☐ Accelerated Filer
  Non-accelerated Filer Smaller reporting company
  Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No

 

As of November 13, 2023, there were 10,876,248 shares of the registrant’s Common Stock outstanding.

 

 

 

 

 

 

NORDICUS PARTNERS CORPORATION

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION 3
Item 1 Unaudited Consolidated Financial Statements 3
  Consolidated Balance Sheets at September 30, 2023 (unaudited) and March 31, 2023 3
  Consolidated Statements of Operations for the three and six months ended September 30, 2023 and 2022 (unaudited) 4
  Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended September 30, 2023 and 2022 (unaudited) 5
  Statements of Cash Flows for the six months ended September 30, 2023 and 2022 (unaudited) 6
  Notes to Consolidated Financial Statements (unaudited) 7
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3 Quantitative and Qualitative Disclosures About Market Risk 15
Item 4 Controls and Procedures 16
PART II OTHER INFORMATION 16
Item 1. Legal Proceedings 16
Item 1A. Risk Factors 16
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3 Defaults Upon Senior Securities 16
Item 4 Mine Safety Disclosures 16
Item 5 Other Information 16
Item 6 Exhibits 17
  Signatures 18

 

2

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Unaudited Financial Statements

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

    September 30, 2023     March 31, 2023  
      (Unaudited)          
ASSETS                
Current assets:                
Cash   $ 10,772     $ 7,149  
Receivable           44,481  
Prepaids and other current assets           770  
Total current assets     10,772       52,400  
Website     5,327       2,625  
 Investment in Myson, Inc.     1,750,000        
Total Assets   $ 1,766,099     $ 55,025  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable and accrued expenses   $ 9,882     $ 1,354  
Accounts payable – related party           12,127  
Related party payable     15,810       13,886  
Total current liabilities     25,692       27,367  
Total Liabilities     25,692       27,367  
                 
Commitments and contingencies            
                 
Stockholders’ equity:                
Preferred stock; $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding            
Common stock; $0.001 par value; 50,000,000 shares authorized; 10,876,248 and 8,296,248 shares issued; respectively     10,876       8,296  
Treasury stock, 1,534 shares at cost     (30,328 )     (30,328 )
Common stock to be issued     25,000        
Additional paid-in capital     44,074,108       42,246,688  
Accumulated other comprehensive income     (2,500)       665  
Accumulated deficit     (42,336,749 )     (42,197,663 )
Total stockholders’ equity     1,740,407       27,658  
Total liabilities and stockholders’ equity   $ 1,766,099     $ 55,025  

 

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

 

3

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2023   2022   2023   2022 
   For the Three Months Ended
September 30,
   For the Six Months Ended
September 30,
 
   2023   2022   2023   2022 
                 
Operating expenses:                    
Officer compensation  $30,593   $   $57,593   $ 
Stock based compensation– related party               5,009,771 
Professional fees   56,868    10,847    76,793    19,851 
General and administrative   9,420    41,510    14,084    57,869 
Total operating expenses   96,881    52,357    148,470    5,087,491 
                     
Loss from operations   (96,881)   (52,357)   (148,470)   (5,087,491)
                     
Other income:                    
Other (expense) income   (1,909)   5,685    9,384    5,685 
Total other income   (1,909)   5,685    9,384    5,685 
                     
Loss from operations before provision for income taxes   (98,790)   (46,672)   (139,086)   (5,081,806)
Provision for income taxes                
Net loss   (98,790)   (46,672)   (139,086)   (5,081,806)
                     
Other comprehensive income:                    
Foreign currency translation adjustment   (3,104)       (3,165)    
Comprehensive Loss  $(101,894)  $(46,672)  $(142,251)  $(5,081,806)
                     
Net loss per common share – basic and diluted  $(0.01)  $(0.01)  $(0.01)  $(0.89)
                     
Weighted average shared – basic and diluted   10,846,628    5,681,248    9,722,814    5,681,248 

 

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

 

4

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

 

                                                                 
          Additional                 Common     Other     Total  
    Common Stock     Paid-in     Accumulated     Treasury     Stock     Comprehensive     Stockholders’  
    Shares     Amount     Capital     Deficit     Stock     To be Issued     Income     Equity  
Balance at March 31, 2023     8,296,248     $ 8,296     $ 42,246,688     $ (42,197,663 )   $ (30,328 )   $     $ 665     $            27,658  
Shares issued for stock investment     2,500,000       2,500       1,747,500                               1,750,000  
Exercise of warrants                                   25,000             25,000  
Net loss                       (40,296 )                 (61 )     (40,357 )
Balance at June 30, 2023     10,796,248       10,796       43,994,188       (42,237,959 )     (30,328 )     25,000       604       1,762,301  
Exercise of warrants     80,000       80       79,920                               80,000  
Net loss                       (98,790 )                 (3,104)       (101,894 )
Balance at September 30, 2023     10,876,248     $ 10,876     $ 44,074,108     $ (42,336,749 )   $ (30,328 )   $ 25,000     $ (2,500)     $ 1,740,407  

 

                                                         
          Additional                 Other     Total  
    Common Stock     Paid-in     Accumulated     Treasury     Comprehensive     Stockholders’  
    Shares     Amount     Capital     Deficit     Stock     Income     Equity  
Balance at March 31, 2022     5,681,248     $ 5,681     $ 33,944,605     $ (33,725,447 )   $ (30,328 )   $                              $      194,511  
Stock-based compensation - fair value of warrants– related party                 5,009,771                         5,009,771  
Net loss                       (5,035,134 )                 (5,035,134 )
Balance at June 30, 2022     5,681,248       5,681       38,954,376       (38,760,581 )     (30,328 )           169,148  
Net loss                       (46,672 )                 (46,672 )
Balance at September 30, 2022     5,681,248     $ 5,681     $ 38,954,376     $ (38,807,253 )   $ (30,328 )   $     $ 122,476  

 

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

 

5

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    2023     2022  
    For the Six Months Ended
September 30,
 
    2023     2022  
             
Cash flows from operating activities:                
Net loss   $ (139,086 )   $ (5,081,806 )
Adjustments to reconcile net loss to net cash flows used in operating activities                
Stock-based compensation – related party           5,009,771  
Changes in assets and liabilities:                
Prepaid expenses and other assets     (1,932 )     (5,185
Receivables     44,481        
Accounts payable – related party     (12,127)       (6,574)  
Accounts payable and accrued expenses     8,528       (19,998 )
Net cash used in operating activities     (100,136 )     (103,792)  
                 
Cash flows from financing activities:                
Cash distribution to shareholder           (141,350)  
Advance from related party     1,924        
Proceeds from exercise of warrants     105,000        
Net cash provided (used) by financing activities     106,924       (141,350)  
                 
Net change in cash     6,788       (245,142 )
Effect of exchange rate on cash     (3,165 )      
Cash at beginning of period     7,149       245,945  
Cash at end of period   $ 10,772     $ 803  
                 
Supplemental disclosure of cash flow information:                
Income taxes paid   $     $  
Interest paid   $     $  
                 
Supplemental disclosure of non-cash activity:                
Common stock issued for shares of Myson, Inc.   $ 1,750,000     $  

 

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

 

6

 

 

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Nordicus Partners Corporation (the “Company” or “Nordicus”) was founded in 1993 as a subsidiary of PolyMedica Corporation. On January 31, 2020, we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price of $7,250,000 pursuant to an Asset Purchase Agreement entered into between us and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”). Prior to the Closing Date, we developed and manufactured advanced polymer materials which provided critical characteristics in the design and development of medical devices. Our biomaterials were marketed and sold to medical device manufacturers who used our advanced polymers in devices designed for treating a broad range of anatomical sites and disease states.

 

As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would likely result in a change in control. On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022.

 

On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation, which amendment was unanimously approved by our Board of Directors, to change our name AdvanSource Biomaterials Corporation to EKIMAS Corporation.

 

On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022.

 

Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 422,725 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 4,691,750 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.

 

On February 23, 2023, the Company and Nordicus Partners A/S, a Danish stock corporation, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners, Henrik Rouf and Life Science Power House ApS (“LSPH”). GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus for an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.001 per share. As a result of this transaction, Nordicus became a 100% wholly owned subsidiary of the Company.

 

On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

 

On June 9, 2023, Tom Glaesner Larsen resigned from the Company’s board of directors, and the remaining board members appointed Henrik Keller as his replacement.

 

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending September 30, 2023, and not necessarily indicative of the results to be expected for the full year ending March 31, 2024. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill.

 

Concentration of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2023 and March 31, 2023.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nordicus Partners A/S. All significant intercompany transactions have been eliminated in consolidation.

 

Translation Adjustment

 

The accounts of the Company’s subsidiary are maintained in Danish krone. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of Stockholders’ equity. Transaction gains and losses are reflected in the income statement.

 

Comprehensive Income

 

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of Stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income is included in net loss and foreign currency translation adjustments.

 

Stock-based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

 

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Net Income (Loss) Per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of September 30, 2023 and 2022, there were 6,530,000 and 5,860,000 potentially dilutive shares of common stock from warrants, respectively. Diluted shares are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 - GOING CONCERN

 

The Company’s financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not yet generated any revenue and has incurred losses since inception resulting in an accumulated deficit of $42,336,749 as of September 30, 2023. As a result, we expect our funds will not be sufficient to meet our needs for more than twelve months from the date of issuance of these financial statements. Accordingly, management believes there is substantial doubt about our ability to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company’s recent acquisition, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placement of common stock. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

Mr. Thomas Glasner Larsen is an affiliate of GK Partners and was a member of our board of directors from February 23, 2023, until his voluntary retirement on June 9, 2023. He was also a beneficial owner of a controlling interest in Nordicus Partners A/S until its acquisition by us on February 23, 2023.

 

On April 11, 2022, effective April 1, 2022, we issued to GK Partners, for financial services, a warrant to immediately purchase up to 6,000,000 shares of our common stock at an exercise price of $1.00 per share, which expires on December 31, 2023. On February 14, 2023, GK Partners exercised a portion of its warrant for 115,000 shares. The exercise price was $1.00 per share for total proceeds of $115,000. On June 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. On July 26, 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000. On August 24, 2023, GK Partners exercised a portion of its warrant for 30,000 shares. The exercise price was $1.00 per share for total proceeds of $30,000. During September 2023, GK Partners exercised a portion of its warrant for 25,000 shares. The exercise price was $1.00 per share for total proceeds of $25,000.

 

On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Nordicus Partners A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”), we issued 2,500,000 shares of the common stock (Note 1).

 

On June 20, 2023, the Company and GK Partners ApS (the “Seller”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company 5,000,000 restricted shares of common stock of Myson, Inc. In exchange, the Company issued 2,500,000 restricted shares of its common stock to the Seller.

 

9

 

 

Mr. Bennett Yankowitz, our chief financial officer and a director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees to the Affiliate of $19,527 and $13,716 for the six months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and March 31, 2023, we had a $0 and $6,574 payable due to the Affiliate.

 

As of March 31, 2023, the Company had a receivable of $44,481, due from GK Partners. The amount was received in Q1 FY 2024.

 

On 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.

 

Our employment agreement with Henrik Rouf, our chief executive officer, provides for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year.

 

Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year.

 

During the quarter ended September 30, 2023, we paid Shumaker Mallory LLP $3,442 for legal services. Mr. Yankowitz is of counsel to such firm.

 

NOTE 5 - PREFERRED STOCK

 

Preferred Stock

 

We have authorized 5,000,000 shares, $0.001 par value, Preferred Stock (the Preferred Stock”) of which 500,000 shares have been issued and redeemed, therefore are not considered outstanding. In addition, 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by us that is convertible into Junior Preferred Stock. As of September 30, 2023 and March 31, 2023, there are no shares or Preferred Stock issued or outstanding.

 

NOTE 6 - COMMON STOCK TRANSACTIONS

 

During the six months ended September 30, 2023, GK Partners exercised a portion of its warrant for 105,000 shares. The exercise price was $1.00 per share for total proceeds of $105,000. As of September 30, 2023, 25,000 shares have not yet been issued by the transfer agent and are shown as common stock to be issued.

 

On June 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Seller sold to the Company 5,000,000 restricted shares of common stock of Myson, Inc. In exchange, the Company issued 2,500,000 restricted shares of its common stock to GK Partners. The shares were valued at $1,750,000, using $0.70 per share, the closing stock price on the last business day before the closing of the transaction under the Agreement. As there is little to no trading of either company the Company used the $1.00 price of the recently issued and exercised warrants to value the shares.

 

NOTE 7 - WARRANTS

 

On April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS, for financial services, a warrant to immediately purchase up to 6,000,000 shares of our common stock at an exercise price of $1.00 per share which expires on December 31, 2023. In determining the fair value of the warrant, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $1.00; (ii) fair market value of our common stock of $1.22 as quoted on the OTC Markets on the date of issuance of the Warrant; (iii) expected term of option of 1.75 years; (iv) expected volatility of 699.79%; (v) expected dividend rate of 0.0%; and (vi) risk-free interest rate of approximately 2.44%. As a result, we recorded stock-based compensation of approximately $7,316,971 for the year ended March 31, 2023.

 

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On November 28, 2022, we issued 1) to David Volpe a warrant to purchase 500,000 shares of the Company’s Common Stock and 2) to Bennett J. Yankowitz a warrant to purchase 250,000 shares of the Company’s Common Stock. The warrants have an exercise price of $1.00 per share and expire on December 31, 2027. Mr. Volpe’s warrants were issued as compensation for consulting services provided to the Company. Mr. Yankowitz’s warrants were issued as compensation for his acting as the sole director and the chief executive officer of the Company. In determining the fair value of the warrants, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $1.00; (ii) fair market value of our common stock of $1.12 as quoted on the OTC Markets on the date of issuance of the Warrant; (iii) term of option of 5 years; (iv) expected volatility of approximately 206%; (v) expected dividend rate of 0.0%; and (vi) risk-free interest rate of approximately 3.88%. As a result, we recorded total stock-based compensation of approximately $825,000 for the year ended March 31, 2023.

 

   

Number of

Warrants

   

Weighted

Average

Exercise

Price

   

Weighted

Average

Remaining Contract Term

   

Intrinsic

Value

 
Outstanding, March 31, 2023     6,635,000     $ 1.00       1.21     $  
Issued         $                
Cancelled         $                
Exercised     (105,000 )   $                
Outstanding, September 30, 2023     6,530,000     $ 1.00       0.71     $  

 

NOTE 8 - SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements except as follows:

 

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

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

 

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 

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

 

In April 2001, we acquired Catheter and Disposables Technology, Inc. (“CDT”), a contract manufacturer of advanced disposable medical devices. In April 2003, we acquired Gish Biomedical, Inc. (“Gish”), a manufacturer of single use cardiopulmonary bypass products. In the development of our business model, we reviewed the strategic fit of our various business operations and determined that CDT and Gish did not fit our strategic direction. Gish was sold in July 2007 and CDT was sold in March 2008.

 

Effective October 26, 2007, pursuant to stockholder approval, we were reincorporated from a Massachusetts corporation to a Delaware corporation. We changed our name from CardioTech International, Inc. to AdvanSource Biomaterials Corporation, effective October 15, 2008.

 

On November 25, 2019, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”) for the sale of substantially all of our assets for a total purchase price of $7,250,000. The Asset Purchase Agreement was approved by our stockholders on January 21, 2020. As a result, 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 merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would likely result in a change in control. Although certain opportunities have been investigated to determine whether a potential merger or investment opportunity could add value for the benefit of our shareholders, we have not yet entered into any binding arrangements.

 

On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation, which amendment was unanimously approved by our Board of Directors, to change our name AdvanSource Biomaterials Corporation to EKIMAS Corporation.

 

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On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased in two tranches on October 12, 2021 and March 15, 2022.

 

Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 422,725 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 4,691,750 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 5,114,475 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.

 

On February 23, 2023, the Company and Nordicus Partners A/S, a Danish stock corporation, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”). GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus for an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.001 per share. As a result of the Business Combination, Nordicus became a 100% wholly owned subsidiary of the Company.

 

On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

 

Our Business

 

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

 

  Business valuation
  Growth strategy – budgeting included
  Investment Memorandum
  Attracting capital for businesses
  Reverse Take Overs (RTOs)
  Company acquisitions and sales

 

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

 

  Green Energy / Clean Tech,
  Life Science,
  E-commerce,
  Blockchain, and
  SaaS

 

Our mission going forward, is to assist the right Nordic 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 successfully establish themselves on the U.S. market.

 

Through our business operations, we are being presented with numerous business opportunities and ventures. On occasion we view some of those businesses attractive enough to engage with ourselves and thus acquire an ownership stake in the company. Hence, potentially creating an added revenue stream – alongside the fees from our corporate finance services – if the company’s value increases over time.

 

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Besides the value we provide through our direct involvement with the companies, we have a comprehensive network of business partners and associates, 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 the U.S. through a number of support 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.

 

Results of Operations

 

Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022

 

Operating Expenses

 

During the three months ended September 30, 2023, we had officer compensation expense of $30,593. 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 a term of one year.

 

Mr. Yankowitz’s consulting agreement provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year.

 

For the three months ended September 30, 2023, we had professional fees of $56,868 compared to $10,847 for the three months ended September 30, 2022, an increase of $46,021 or 424.3%. The increase is largely due to increased legal expenses associated with the filing of our Form S-1 Registration Statement.

 

For the three months ended September 30, 2023, we had general and administrative expenses of $9,420 compared to $45,510 for the three months ended September 30, 2022, a decrease of $32,090 or 77.3%. In the current period our transfer agent fees decreased approximately $8,500 and our advisory fees $22,700.

 

Other Income

 

For the three months ended September 30, 2023, we had other expense of $1,909 compared to total other income of $5,685.

 

Net Loss

 

For the three months ended September 30, 2023, we had a net loss of $98,790 compared to $46,672 in the prior period. The increase in our net loss is due increased compensation expense and professional fees as discussed above.

 

Six Months Ended September 30, 2023 Compared to the Six Months Ended September 30, 2022

 

Operating Expenses

 

During the six months ended September 30, 2023, we had officer compensation expense of $57,593. 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 a term of one year.

 

Mr. Yankowitz’s consulting agreement provides for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year.

 

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During the six months ended September 30, 2022, we had stock-based compensation to a 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 six months ended September 30, 2023, we had professional fees of $76,793 compared to $19,851 for the six months ended September 30, 2022, an increase of $56,942 or 286.8%. The increase is largely due to increased legal expenses associated with the Contribution agreement with Nordicus Partners A/S the well as our filing of our Form S-1 Registration Statement.

 

For the six months ended September 30, 2023, we had general and administrative expenses of $14,085 compared to $57,869 for the six months ended September 30, 2022, a decrease of $43,784 or 75.7%. In the current period our transfer agent fees decreased approximately $15,100 and our advisory fees $19,700.

 

Other Income

 

For the six months ended September 30, 2023, we had other income of $9,384 compared to other income of $5,685 for the prior period.

 

Net Loss

 

For the six months ended September 30, 2023, we had a net loss of $139,086 compared to $5,081,806 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 six months ended September 30, 2023, we used $100,136 in operating activities compared to $103,792 used in operating activities in the prior period.

 

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

 

During the six months ended September 30, 2023, we received $105,000 from financing activities from the exercise of warrants and $1,924 from a related party. In the prior period we used $141,350 paid as a contribution to a shareholder.

 

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 September 30, 2023, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

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Item 4. Controls and Procedures

 

Our chief executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2023, using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures as of September 30, 2023, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. We intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

 

Changes in Internal Control Over Financial Reporting

 

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.

 

Item 1A. Risk Factors

 

Not applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

Exhibit No.   Description
31.1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxomony Extension Calculation Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: November 13, 2023 Nordicus Partners Corporation

 

  By:  /s/ Henrik Rouf
    Henrik Rouf
    Chief Executive Officer and Principal Executive
     
  By: /s/ Bennett J. Yankowitz
    Bennett J. Yankowitz
   

Director, Chief Financial Officer

Principal Financial and Accounting Officer

     
  By: /s/ Christian Hill-Madsen
    Christian Hill-Madsen
    Director
     
  By: /s/ Henrik Keller
    Henrik Keller
    Director

 

18