Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | 277,437,660 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Current Assets | ||
Cash and equivalents | $ 67,754 | $ 1,135 |
Prepaid expenses | 23,300 | |
Total Current Assets | 91,054 | 1,135 |
Website, net of accumulated amortization of $27,112 and $26,397, as of June 30, 2023 and March 31, 2023, respectively | 3,488 | 4,203 |
Furniture and computer equipment, net of accumulated depreciation of $313 and $197 as of June 30, 2023 and March 31, 2023 | 4,714 | 1,201 |
Right of use assets | 940,348 | |
Total Assets | 1,039,604 | 6,539 |
Current Liabilities | ||
Accounts payable | 96,504 | 75,145 |
Related party advances | 1,685 | 131,887 |
Accrued compensation | 221,192 | 221,192 |
Other accrued liabilities | 76,973 | 125,787 |
Current portion of notes payable to shareholder | 268,489 | 222,771 |
Current portion of lease liabilities | 136,883 | |
Total Current Liabilities | 801,726 | 776,782 |
Notes payable to shareholder, net of current portion | 295,769 | 314,704 |
Notes payable to related parties | 38,000 | 38,000 |
Notes payable | 184,232 | |
Lease liabilities, net of current portion | 803,845 | |
Total Liabilities | 2,123,572 | 1,129,486 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ Deficit | ||
Common stock: $0.001 par value: 675,000,000 shares authorized: 277,332,660, and 277,112,660 issued and outstanding at June 30, 2023 and March 31, 2023 | 277,333 | 277,113 |
Additional paid-in capital | 896,297 | 671,963 |
Accumulated deficit | (2,257,598) | (2,072,023) |
Total Stockholders’ Deficit | (1,083,968) | (1,122,947) |
Total Liabilities and Stockholders’ Deficit | $ 1,039,604 | $ 6,539 |
BALANCE SHEETS (UNAUDITED) (Par
BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 27,112 | $ 26,397 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 313 | $ 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 | 277,332,660 | 277,112,660 |
Common Stock, Shares, Outstanding | 277,332,660 | 277,112,660 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Expenses: | ||
General and administrative | $ 157,174 | $ 17,285 |
Sales and marketing | 3,000 | |
Total Operating Expenses | 160,174 | 17,285 |
Operating Loss | (160,174) | (17,285) |
Other (Expense): | ||
Interest expense | (18,506) | (15,518) |
Foreign currency gain (loss) | (6,895) | 9,599 |
Total Other Expense | (25,401) | (5,919) |
Net Loss | $ (185,575) | $ (23,204) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 |
Weighted Average Number of Common Shares Outstanding | 277,156,286 | 127,112,660 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (185,575) | $ (23,204) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation | 831 | 1,071 |
Stock-based compensation | 34,554 | |
Amortization of ROU assets, net of liabilities | 380 | |
Foreign currency adjustments | 6,895 | (9,599) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (23,300) | 2,756 |
Accounts payable and accrued liabilities | 44,978 | (6,092) |
Net cash used in operating activities | (121,237) | (35,068) |
Cash Flows from Investing Activities: | ||
Purchase of furniture and computer equipment | (3,629) | |
Net cash used in investing activities | (3,629) | |
Cash Flows from Financing Activities: | ||
Related party advances | 1,485 | 100 |
Proceeds from notes payable to shareholder | 34,000 | |
Proceeds from sale of common stock and warrants | 190,000 | |
Net cash provided by financing activities | 191,485 | 34,100 |
Increase (decrease) in cash and equivalents | 66,619 | (968) |
Cash and cash equivalents, beginning of period | 1,135 | 2,640 |
Cash and cash equivalents, end of period | 67,754 | 1,672 |
Supplemental Cash Flow Information – Cash Paid For: | ||
Income taxes | ||
Interest | ||
Non-Cash Investing and Financing Activities: | ||
Accrued interest converted into note payables | 72,996 | 1,435 |
Operating leases, ROU asset and liabilities | 953,535 | |
Shares issued for the acquisition of intellectual property | $ 150,000 |
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 | (23,204) | (23,204) | ||
Ending balance, value at Jun. 30, 2022 | $ 277,113 | 671,963 | (1,957,897) | (1,008,821) |
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 277,112,660 | |||
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 | (185,575) | $ (185,575) | ||
Shares and warrants sold for cash | 190 | 189,810 | $ 190,000 | |
Stock Issued During Period, Shares, New Issues | 190,000 | |||
Stock-based compensation | 30 | 34,524 | $ 34,554 | |
Stock Issued During Period, Shares, Issued for Services | 30,000 | |||
Ending balance, value at Jun. 30, 2023 | $ 277,333 | $ 896,297 | $ (2,257,598) | $ (1,083,968) |
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 277,332,660 | 277,332,660 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Jun. 30, 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 Management has decided to focus on this new business development. 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 | 3 Months Ended |
Jun. 30, 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 three months ended June 30, 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 | 3 Months Ended |
Jun. 30, 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 had an accumulated deficit of $2,257,598 as of June 30, 2023. The Company also has excess liabilities over assets of $1,083,968 These factors raise doubt about the Company’s ability to continue as a going concern. The Company requires significant cash to launch its business and reduce its payable. 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. The Company’s primary sources of liquidity and capital resources have been notes payable, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of 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 | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company will record revenue under Accounting Standards Codification (“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. 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 ASC Topic 260 “ Earnings per Share During the three months ended June 30, 2023, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive. Conversion of outstanding warrants may result in approximately one million additional shares of common stock outstanding. As of June 30, 2023 and 2022, the Company had common share warrants outstanding of 1,115,000 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 months ended June 30, 2023 and 2022 was $715 and $1,071, 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 months ended June 30, 2023 and 2022 was $116 and $0. 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 June 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. Restricted shares are measured based on the fair market value of the underlying stock on the grant date. 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 | 3 Months Ended |
Jun. 30, 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 7). 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 three months ended June 30, 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 $3,284 during the three-month periods ended June 30, 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. The Company’s Chief Executive Officer (“CFO”) advanced the Company monies for operating expenses in the net amount of $1,485 and $100 during the three months ended June 30, 2023 and June 30, 2022. The advances are due on demand. The related party advances totaled $1,685 and $131,887 as at June 30, 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. No repayment was made during the periods ended June 30, 2023 and June 30, 2022. The advances are due on demand and accrue interest at ten (10) percent per annum. Repayment is due no later than November 4, 2024. The related party notes payable totaled $38,000 as at June 30, 2023 and March 31, 2023. Interest expenses were $981 and $0 during the three-month periods ended June 30, 2023 and 2022, respectively, which is included in other accrued liabilities. Note Payable to Shareholder As at June 30, 2023 and March 31, 2023, the Company had various promissory notes with total outstanding principal balances of $564,258 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 August 18, 2023 to June 17, 2025. During the three-months ended June 30, 2023, notes with principal amounts totaling approximately $102,000 ($134,500 Canadian Funds) that came due during the period were reissued in the total principal amount of approximately $126,000 ($161,400 Canadian Funds) which included the principal amount plus accrued interest of approximately $20,500 ($26,900 Canadian Funds.) These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due twenty-four (24) months after the date of issue. Aggregate interest expense was $14,240 and $12,235 during the three months ended June 30, 2023 and 2022, which is included in other accrued liabilities at June 30, 2023 and March 31, 2023, respectively. |
INTANGIBLE ASSETS AND INTELLECT
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY | 3 Months Ended |
Jun. 30, 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 received 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. 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 | 3 Months Ended |
Jun. 30, 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 Asset Purchase Agreement. Payments made to the Company’s CEO and CFO in connection with the Asset Purchase Agreement are $9,000 and $0 as at June 30, 2023 and March 31, 2023, respectively. The outstanding liability of $19,500 and $0 as at June 30, 2023 and March 31, 2023 respectively, is included in other accrued liabilities. |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Jun. 30, 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, The Company is working to have the premise certified by the FDA and will pay all related costs. 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-month periods ended June 30, 2023 and June 30, 2023 the operating lease cost was $21,600 and $0 respectively and is included in general and administrative expenses in the accompanying financial statements. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Jun. 30, 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. On June 21, 2023, the Company approved the issuance of 30,000 shares of common stock with an estimated fair value of $30,000 as compensation to the board members for their service up to the end of June 30, 2023. During the three months ended June 30, 2023, stock-based compensation of $30,000 was expensed within general and administrative expenses. On June 21, 2023, the Company agreed to compensate each board member, beginning June 29, 2023, a quarterly compensation of ten thousand (10,000) warrants which are vested immediately. The warrants are exercisable at thirty-On June 21, 2023, the Company agreed to compensate each of the three board member, beginning June 29, 2023, a quarterly compensation of ten thousand (10,000) warrants which are vested immediately. The warrants are exercisable at thirty-three ($0.33) cents per share and expire July 1, 2029. The total fair value of these warrants was $3,036, which was expensed as stock-based compensation within general and administrative expense. On June 13, 2023, the Company signed an employment agreement with an employee. Fifteen thousand (15,000) warrants were issued for work performed prior to the date of the agreement. Additional compensation will be 15,000 warrants to be issued quarterly, starting at the quarter ending September 30, 2023, and will continue until the Company has sufficient cash flows to pay cash compensation. The warrants are exercisable at thirty-three ($0.33) cents per share and expire July 1, 2029. During the three months ended June 30, 2023 and June 30, 2022, stock-based compensation related to these warrants was $1,518 and $0 and is included in general and administrative expense. On June 19, 2023, the Company signed an advisory agreement with a consultant as an advisor for a period of one (1) year. Agreed compensation is a warrant to purchase up to one hundred twenty thousand (120,000) common shares of the company exercisable at thirty-three ($0.33) cents with a five (5) year option to execute. The warrants shall be earned on a prorate basis, calculated monthly from July 1, 2023 to June 30, 2024. The warrant fair values were estimated using a Black Scholes model. The fair value of the warrants is $12,141 and will be expensed at $3,035 per quarter from September 30, 2023 to June 30, 2024. The warrant fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate of 5.19%, a dividend yield of 0%, and an annualized standard deviation of stock price 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 not calculated on each date shares were issued but was calculated at the end of the quarterly reporting period prior to the date the warrants were issued. 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 three months ended June 30, 2023. During the three-month period ended June 30, 2023, the Company issued one hundred ninety thousand (190,000) 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 one hundred ninety thousand ($190,000) dollars. Five warrants were issued for each share purchased, for a total of nine hundred fifty thousand (950,000) warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreement. As of June 30, 2023, 1,115,000 warrants had been issued of which 995,000 are vested. None of the warrants have been exercised. Remaining stock-based compensation is $30,351 and will be recognized over the next three years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Starting July 1, 2023, the Company agreed to pay the CEO a base pay in the gross amount of $360,000 per annum, payable semi-monthly and to provide a monthly medical allowance of $1,500 and a phone allowance of $100 per month. Subsequent we approved the issuance of one hundred and five thousand (105,000) shares of common stock with a par value of $0.001 for the price one ($1) per share for a total of one hundred five thousand ($105,000) dollars. Five warrants were issued for each share purchased, for a total of 525,000 warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company will record revenue under Accounting Standards Codification (“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. 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 ASC Topic 260 “ Earnings per Share During the three months ended June 30, 2023, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive. Conversion of outstanding warrants may result in approximately one million additional shares of common stock outstanding. As of June 30, 2023 and 2022, the Company had common share warrants outstanding of 1,115,000 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 months ended June 30, 2023 and 2022 was $715 and $1,071, 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 months ended June 30, 2023 and 2022 was $116 and $0. Significant betterments are capitalized while purchases under $500 are expensed as incurred. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of June 2023. The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remining lease term. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is measured at the grant date, based on the estimated fair value of the award. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock warrant is estimated on the date of grant using the Black-Scholes option valuation model. Restricted shares are measured based on the fair market value of the underlying stock on the grant date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 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 ($) | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Retained Earnings (Accumulated Deficit) | $ 2,257,598 | $ 2,072,023 | ||
Equity, Attributable to Parent | $ 1,083,968 | $ 1,122,947 | $ 1,008,821 | $ 985,617 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Class of Warrant or Right, Outstanding | 1,115,000 | 0 |
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Amortization of Intangible Assets | $ 715 | $ 1,071 |
Other Depreciation and Amortization | $ 116 | $ 0 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Related Party Transaction, Rate | 10% | ||
Notes and Loans Payable | $ 537,475 | ||
[custom:RelatedPartyAdvances-0] | $ 1,685 | $ 100 | 131,887 |
Interest Expense | 18,506 | 15,518 | |
[custom:NotesPayableRelatedParties-0] | 38,000 | 38,000 | |
Interest Expense, Debt | 981 | 0 | |
Accrued Liabilities, Current | 76,973 | 125,787 | |
Aggregate Interest Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued Liabilities, Current | 14,240 | 12,235 | |
Chief Financial Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes and Loans Payable | 131,687 | ||
[custom:RelatedPartyAdvances-0] | 52,545 | ||
Affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Interest Expense | 3,285 | $ 3,284 | |
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
[custom:RelatedPartyAdvances-0] | 1,485 | ||
Chief Executive Officer And Chief Financial Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Notes and Loans Payable | $ 40,500 | ||
Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Notes and Loans Payable | $ 564,258 |
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 | and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 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 | $ 157,174 | $ 17,285 | ||
Accrued Liabilities, Current | 76,973 | $ 125,787 | ||
Asset Purchase Agreement Liability [Member] | ||||
Assets Sold under Agreements to Repurchase [Line Items] | ||||
Accrued Liabilities, Current | 19,500 | 0 | ||
Chief Executive Officer And Chief Financial Officer [Member] | ||||
Assets Sold under Agreements to Repurchase [Line Items] | ||||
General and Administrative Expense | $ 9,000 | $ 0 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Prepaid Expense, Current | $ 23,300 | ||
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, The Company is working to have the premise certified by the FDA and will pay all related costs. 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. | ||
General and Administrative Expense | $ 157,174 | $ 17,285 | |
Monthly Rental Payments [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, Future Minimum Payments Due | 1,650 | ||
Security Deposit [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Prepaid Expense, Current | 800 | ||
Operating Lease Cost [Member] | |||
Lessee, Lease, Description [Line Items] | |||
General and Administrative Expense | $ 21,600 | $ 0 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jul. 31, 2023 | Jun. 21, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Common Stock, Shares Authorized | 675,000,000 | 675,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Stock Issued During Period, Shares, Issued for Services | 30,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 34,554 | ||||
General and Administrative Expense | $ 157,174 | $ 17,285 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Subsequent we approved the issuance of one hundred and five thousand (105,000) shares of common stock with a par value of $0.001 for the price one ($1) per share for a total of one hundred five thousand ($105,000) dollars. Five warrants were issued for each share purchased, for a total of 525,000 warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreements. | On June 19, 2023, the Company signed an advisory agreement with a consultant as an advisor for a period of one (1) year. Agreed compensation is a warrant to purchase up to one hundred twenty thousand (120,000) common shares of the company exercisable at thirty-three ($0.33) cents with a five (5) year option to execute. The warrants shall be earned on a prorate basis, calculated monthly from July 1, 2023 to June 30, 2024. | |||
Sale of Stock, Price Per Share | $ 0.18 | ||||
Stock Issued During Period, Value, New Issues | $ 190,000 | ||||
Temporary Equity, Contract Terms | Five warrants were issued for each share purchased, for a total of nine hundred fifty thousand (950,000) warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreement. | ||||
Class of Warrant or Right, Outstanding | 1,115,000 | 0 | |||
Shares For Services [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
General and Administrative Expense | $ 30,000 | ||||
Share-Based Payment Arrangement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
General and Administrative Expense | $ 3,036 | ||||
Management [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 30,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 30,000 | ||||
Board Members [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | On June 21, 2023, the Company agreed to compensate each board member, beginning June 29, 2023, a quarterly compensation of ten thousand (10,000) warrants which are vested immediately. The warrants are exercisable at thirty-On June 21, 2023, the Company agreed to compensate each of the three board member, beginning June 29, 2023, a quarterly compensation of ten thousand (10,000) warrants which are vested immediately. | ||||
Employee 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | On June 13, 2023, the Company signed an employment agreement with an employee. Fifteen thousand (15,000) warrants were issued for work performed prior to the date of the agreement. Additional compensation will be 15,000 warrants to be issued quarterly, starting at the quarter ending September 30, 2023, and will continue until the Company has sufficient cash flows to pay cash compensation. The warrants are exercisable at thirty-three ($0.33) cents per share and expire July 1, 2029. | ||||
Employee [Member] | Share-Based Payment Arrangement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
General and Administrative Expense | $ 1,518 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2023 | Jun. 30, 2023 | Jul. 01, 2023 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employee-related Liabilities, Current | $ 221,192 | $ 221,192 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Subsequent we approved the issuance of one hundred and five thousand (105,000) shares of common stock with a par value of $0.001 for the price one ($1) per share for a total of one hundred five thousand ($105,000) dollars. Five warrants were issued for each share purchased, for a total of 525,000 warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreements. | On June 19, 2023, the Company signed an advisory agreement with a consultant as an advisor for a period of one (1) year. Agreed compensation is a warrant to purchase up to one hundred twenty thousand (120,000) common shares of the company exercisable at thirty-three ($0.33) cents with a five (5) year option to execute. The warrants shall be earned on a prorate basis, calculated monthly from July 1, 2023 to June 30, 2024. | ||
Chief Executive Officer [Member] | Base Pay Gross Amount [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employee-related Liabilities, Current | $ 360,000 | |||
Chief Executive Officer [Member] | Employee Medical Allowance [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employee-related Liabilities, Current | 1,500 | |||
Chief Executive Officer [Member] | Phone Allowance [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employee-related Liabilities, Current | $ 100 |