Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2024

☐	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.)

280 S. Beverly Dr, Suite 505, Beverly Hills, CA		90212
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number (424) 256-8560

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

Common Stock, $.001 par value per share		None
Title of each class		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

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 and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $5,588,950 as of September 30, 2023.

As of July 2, 2024, 49,462,248 shares of the registrant’s Common Stock were outstanding.

NORDICUS PARTNERS CORPORATION

FORM 10-K

FOR THE YEAR ENDED MARCH 31, 2024

INDEX

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 1C.	Cybersecurity	4
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
PART II
Item 5.	Market Information for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	[Reserved]	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	11
Item 9A.	Controls and Procedures	11
Item 9B.	Other Information	11
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accounting Fees and Services	16
PART IV
Item 15.	Exhibits, Financial Statement Schedules	17
Item 16	Form 10-K Summary	17
	Signatures	18

PART I

Item 1. Business.

Forward Looking Statements

Unless the context indicates otherwise, as used in this Annual Report, the terms “Nordicus,” “we,” “us,” “our,” “our company” and “our business” refer, to Nordicus Partners Corporation, including its subsidiary named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Corporate History

We were founded in 1993 and in 2007 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 March 3, 2020, we changed our name 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 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.

On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc., a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs,

On May 16, 2024, we acquired a 95% interest in Orocidin A/S, a clinical-stage biopharmaceutical company which is advancing the next generation of periodontitis therapies.

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 pharmaceutical, life sciences and healthcare industries.

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.

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.

Employees

We intend to employ outside contractors when needed, as it pertains to legal advice, market analysts, funding specialists, marketing specialists, corporate valuations and investor relations.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

We use, store and process data for and about our customers, employees, partners and suppliers. We have implemented a cybersecurity risk management program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems and business operations.

Cyber Risk Management and Strategy

Under the oversight of the Board of Directors, since we do not currently have an Audit Committee, we have implemented and maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks.

We utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing, if deemed necessary. We utilize well-known cloud-based technologies and service providers such as Microsoft Office, and Google enterprise to provide protection against cybersecurity threats.

We continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.

Risks from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition.

Item 2. Properties

None.

Item 3. 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 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Effective August 1, 2020, we voluntarily downgraded from the OTCQB Market to the OTC PINK tier of the OTC Markets. On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD. On May 9, 2024, we relisted on the OTCQB Market.

Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.

Holders

As of July 2, 2024, there were approximately 128 stockholders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Transfer Online, 512 SE Salmon Street, Portland, OR 97214. Their telephone number is (503) 227-2950.

Dividends

We have not paid cash or stock dividends and have no present plan to pay any dividends, intending instead to reinvest our earnings, if any. For the foreseeable future, we expect to retain any earnings to finance the operation and expansion of our business and the payment of any cash dividends on our common stock is unlikely.

Recent Sales of Unregistered Securities

During the year ended March 31, 2024, GK Partners exercised a portion of its warrant for 306,000 shares. The exercise price was $1.00 per share for total proceeds of $306,000.

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 Mag Mile Capital, 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.

On May 13, 2024, the Company and certain shareholders (the “Sellers”) of Orocidin A/S, a Danish stock corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 38,000,000 restricted shares of its common stock (the “Company Shares”) to the Sellers. The transaction was consummated on May 13, 2024.

On May 23, 2024, the Company entered into an agreement with FORCE Family office for the provision of consulting services, for a fee consisting of 300,000 restricted shares of the Company’s common stock.

Issuer Purchase of Securities

We did not repurchase any of our securities during our fiscal year ended March 31, 2024.

Securities Authorized for Issuance under Equity Compensation Plans as of the End of Fiscal 2024 Equity Compensation Plan Information

Plan Category

Number of

securities to be

issued upon

exercise of

outstanding

options, warrants

and rights

Weighted

average

exercise price of

outstanding

options,

warrants and

rights

Number of securities remaining available for future issuance

Equity compensation plans approved by board of directors

450,000

(1)

450,000

(1)

This total includes shares to be issued upon exercise of outstanding options under the 2017 Non-Qualified Equity Incentive Plan (the “2017 Plan”) that was approved and adopted by our board of directors on August 14, 2017 and authorizes the grant of a total of 7,000,000 shares of our common stock. There were stock options granted under the 2017 Plan on various dates from August 17, 2017 through December 31, 2018 which were exercisable into 6,550,000 shares of our common stock. There were no stock options outstanding as of March 31, 2024 or 2023, accordingly there were no options available for exercise under the 2017 Plan. As of March 31, 2024, there were 450,000 shares remaining to be granted under the 2017 Plan. On June 17, 2024, the Board of Directors terminated the Plan.

Stock Repurchase Plan

In June 2001, the Board of Directors adopted a share repurchase program authorizing the repurchase of up to 250,000 of our shares of common stock. In June 2004, the Board of Directors authorized the purchase of an additional 500,000 shares of common stock. Since June 2001, a total of 251,379 shares have been repurchased by us under the share repurchase program, leaving 498,621 shares remaining to purchase under the share repurchase program. No repurchases were made during the fiscal years ended March 31, 2024 and 2023. The share repurchase program authorizes repurchases from time to time in open market transactions, through privately negotiated transactions, block transactions or otherwise, at times and prices deemed appropriate by management, is not subject to an expiration date.

Stockholder Rights Plan

Our Board of Directors approved the adoption of a stockholder rights plan (the “Rights Plan”) under which all stockholders of record as of February 8, 2008 will receive rights to purchase shares of a new series of preferred stock (the “Rights”). The Rights will be distributed as a dividend. Initially, the Rights will attach to, and trade with, our common stock. Subject to the terms, conditions and limitations of the Rights Plan, the Rights will become exercisable if (among other things) a person or group acquires 15% or more of our common stock. Upon such an event, and payment of the purchase price, each Right (except those held by the acquiring person or group) will entitle the holder to acquire shares of the Company’s common stock (or the economic equivalent thereof) having a value equal to twice the purchase price. Our Board of Directors may redeem the Rights prior to the time they are triggered. In the event of an unsolicited attempt to acquire us, the Rights Plan is intended to facilitate the full realization of our stockholder value and the fair and equal treatment of all of our stockholders. The Rights Plan will not prevent a takeover attempt. Rather, it is intended to guard against abusive takeover tactics and encourage anyone seeking to acquire us to negotiate with the Board of Directors. We did not adopt the Rights Plan in response to any particular proposal.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

Our core competencies lie in assisting Danish as well as other Nordic and international companies in different areas of corporate finance activities.

Results of Operations

Fiscal Year Ended March 31, 2024 Compared to the Fiscal Year Ended March 31, 2023

Revenue

We recognized our first revenues of $2,500 for the year ended March 31, 2024. In January 2024, the Company signed its first agreement. The revenue will be recognized over the one-year term of the contract, resulting in $2,500 of revenue for the year ended March 31, 2024 and $7,500 of deferred revenue as of March 31, 2024.

Officer Compensation

During the years ended March 31, 2024 and 2023, we had officer compensation expense of $118,477 and $0, respectively. 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 provided for a base salary of $72,000 per year, commencing April 1, 2023, and has a term of one year. His salary was increased to $120,000 per year commencing April 1, 2024.

Mr. Yankowitz’s consulting agreement provided for a base salary of $36,000 per year, commencing April 1, 2023, and has a term of one year. His salary was increased to $60,000 per year commencing April 1, 2024.

Stock Based Compensation – Related Party

During the fiscal year ended March 31, 2023, we had stock-based compensation to related parties of $8,141,501, for the fair value of warrants issued. We had no stock-based compensation expense in the current year.

Professional Fees

For the fiscal year ended March 31, 2024, we had professional fees of $137,280 compared to $102,286 for the fiscal year ended March 31, 2023, an increase of $34,994 or 34.2%. The increase is largely due to an increase of legal fees.

Consulting Expense

For the fiscal year ended March 31, 2024, we had consulting fees of $0 compared to $39,602 for the fiscal year ended March 31, 2023, a decrease of $39,602. The decrease is due to a decrease of consulting fees for our prior CEO.

General and Administrative Expenses

For the fiscal year ended March 31, 2024, we had general and administrative expenses of $54,331 compared to $196,500 for the fiscal year ended March 31, 2023, a decrease of $142,169 or 72,4%. In the current period our transfer agent fees decreased approximately $14,000 and our advisory fees $39,600. We also had a decrease in stock compensation expense of approximately $142,000.

Other Income

For the fiscal year ended March 31, 2024, we had total other income of $9,386. For the fiscal year ended March 31, 2023, we had interest expense of $382 and other income of $8,055, for total other income of $7,673.

Net Loss

For the fiscal year ended March 31, 2024, we had a net loss of $298,202 compared to $8,472,216 in the prior year. The large decrease in our net loss in the current fiscal year is due to the decrease of non-cash expense we incurred in the prior year as discussed above.

Liquidity, Capital Resources and Going Concern

As of March 31, 2024, we had cash of $49,933, an increase of $42,784 when compared with a balance of $7,149 as of March 31, 2023.

During the fiscal year ended March 31, 2024, we had net cash of $258,928 used in operating activities compared to $368,347 used in operating activities in the prior year.

There was no cash used in or provided by investing activities during the fiscal years ended March 31, 2024 and 2023.

During the fiscal year ended March 31, 2024, net cash of $305,225 was provided by financing activities. We received $306,000 from the exercise of options and paid $775 to a shareholder. During the fiscal year ended March 31, 2023, net cash of $128,886 was provided by financing activities. We received $115,000 from the exercise of warrants and $13,886 from a related party. We received and repaid a $40,000 loan payable.

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the fiscal years ended March 31, 2024 and 2023, we reported a net loss of approximately $298,000 and $8,472,000, respectively. Cash flows of approximately $259,000 and $368,000 were used in operations for the fiscal years ended March 31, 2024 and 2023, respectively. 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.

Off-Balance Sheet Arrangements

As of March 31, 2024, 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.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopted and issued accounting standards.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8. Financial Statements and Supplementary Data

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 5525)	F-1

Balance Sheets as of March 31, 2024 and 2023	F-2

Statements of Operations for the Years Ended March 31, 2024 and 2023	F-3

Statements of Stockholders’ Deficit for the Years Ended March 31, 2024 and 2023	F-4

Statements of Cash Flows for the Years Ended March 31, 2024 and 2023	F-5

Notes to the Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Nordicus Partners Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nordicus Partners Corporation (“the Company”) as of March 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit, net losses, and incurred minimal revenue. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2023.

Spokane, Washington

July 2, 2024

F-1

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	March 31, 2024			March 31, 2023
ASSETS
Current assets:
Cash	$	49,933		$	7,149
Receivable		—			44,481
Prepaids and other current assets		—			770
Total current assets		49,933			52,400
Website		7,640			2,625
Investment in Mag Mile Capital, Inc.		1,750,000			—
Total Assets	$	1,807,573		$	55,025

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	5,019		$	1,354
Accounts payable – related party		—			12,127
Deferred revenue		7,500			—
Related party payable		13,886			13,886
Total current liabilities		26,405			27,367
Total Liabilities		26,405			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; 11,102,248 and 8,296,248 shares issued; respectively		11,102			8,296
Treasury stock, 1,534 shares at cost		(30,328	)		(30,328	)
Additional paid-in capital		45,686,769			42,246,688
Accumulated other comprehensive income		(2,848	)		665
Accumulated deficit		(43,883,527	)		(42,197,663	)
Total stockholders’ equity		1,781,168			27,658
Total liabilities and stockholders’ equity	$	1,807,573		$	55,025

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

F-2

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	2024			2023
	For the Years Ended March 31,
	2024			2023
Revenue	$	2,500		$	—

Operating expenses:
Officer compensation		118,477			—
Stock based compensation– related party		—			8,141,501
Professional fees		137,280			102,286
Consulting expense		—			39,602
General and administrative		54,331			196,500
Total operating expenses		310,088			8,479,889

Loss from operations		(307,588	)		(8,479,889	)

Other income:
Interest expense		—			(382	)
Other income		9,386			8,055
Total other income		9,386			7,673

Loss from operations before provision for income taxes		(298,202	)		(8,472,216	)
Provision for income taxes		—			—
Net loss		(298,202	)		(8,472,216	)

Other comprehensive income:
Foreign currency translation adjustment		(3,513	)		665
Comprehensive Loss	$	(301,715	)	$	(8,471,551	)

Net loss per common share – basic and diluted	$	(0.03	)	$	(1.43	)

Weighted average shared – basic and diluted		10,347,371			5,938,851

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

F-3

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED MARCH 31, 2024 AND 2023

	Shares		Amount		Capital			Deficit			Stock			Income			Equity
					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		—		—		8,141,501			—			—			—			8,141,501
Shares issued for acquisition		2,500,000		2,500		45,697			—			—			—			48,197
Exercise of warrants		115,000		115		114,885						—			—			115,000
Net loss		—		—		—			(8,472,216	)		—			665			(8,471,551	)
Balance at March 31, 2023		8,296,248		8,296		42,246,688			(42,197,663	)		(30,328	)		665			27,658
Balance		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		306,000		306		305,694			—			—			—			306,000
Deemed dividend for warrant extension		—		—		1,387,662			(1,387,662	)		—			—			—
Cash distribution		—		—		(775	)		—			—			—			(775	)
Net loss		—		—		—			(298,202	)		—			(3,513	)		(301,715	)
Balance at March 31, 2024		11,102,248	$	11,102	$	45,686,769		$	(43,883,527	)	$	(30,328	)	$	(2,848	)	$	1,781,168
Balance		11,102,248	$	11,102	$	45,686,769		$	(43,883,527	)	$	(30,328	)	$	(2,848	)	$	1,781,168

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

F-4

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2024			2023
	For the Years Ended March 31,
	2024			2023

Cash flows from operating activities:
Net loss	$	(298,202	)	$	(8,472,216	)
Adjustments to reconcile net loss to net cash flows used in operating activities
Stock-based compensation – related party		—			8,141,501
Changes in assets and liabilities:
Prepaid expenses and other assets		(4,245	)		3,500
Receivables		44,481			—
Deferred revenue		7,500			—
Accounts payable – related party		(12,127	)		—
Accounts payable and accrued expenses		3,665			(41,132	)
Net cash used in operating activities		(258,928	)		(368,347	)

Cash flows from financing activities:
Cash distribution to shareholder		(775	)		—
Proceeds from note payable		—			40,000
Repayment of note payable		—			(40,000	)
Cash advance - related party		—			13,886
Proceeds from exercise of warrants		306,000			115,000
Net cash provided (used) by financing activities		305,225			128,886

Net change in cash		46,297			(239,461	)
Effect of exchange rate on cash		(3,513	)		665
Cash at beginning of period		7,149			245,945
Cash at end of period	$	49,933		$	7,149

Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	—
Interest paid	$	—		$	—

Supplemental disclosure of non-cash activity:
Deemed dividend	$	1,387,662		$	—
Common stock issued for shares of Mag Mile Capital, Inc.	$	1,750,000		$	—

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

F-5

NORDICUS PARTNERS CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

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 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 February 23, 2023, the Company and Managementselskabet af 12.08.2020 A/S (formerly 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.

On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S.

F-6

On May 16, 2024, we acquired a 95% interest in Orocidin A/S, a clinical-stage biopharmaceutical company which is advancing the next generation of periodontitis therapies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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 March 31, 2024 and 2023.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Managementselskabet af 12.08.2020 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.

F-7

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.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on March 31, 2024 and 2023.

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 March 31, 2024 and 2023, there were 6,329,000 and 6,635,000 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.

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

F-8

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2024, and 2023, no liability for unrecognized tax benefits was required to be reported.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

In January 2024, the Company signed its first agreement for which it will recognize revenue. The revenue will be recognized over the one-year term of the contract, resulting in $2,500 of revenue for the year ended March 31, 2024 and $7,500 of deferred revenue as of March 31, 2024.

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 minimal revenue and has incurred losses since inception resulting in an accumulated deficit of $43,883,527 as of March 31, 2024. 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, there is substantial doubt about the 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, the private placement of common stock and the exercise of outstanding warrants. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 - INVESTMENTS

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 Mag Mile Capital, Inc. In exchange, the Company issued 2,500,000 restricted shares of its common stock to the Seller. The shares were valued at $1,750,000, using $0.70 per share, the closing stock price for the Company’s common stock on the last business day before the agreement. The Company accounts for its investment under the guidance of ASC 321, Investments – Equity Securities, which provides guidance for equity interests that meet the definition of an equity security. Equity interests with readily determinable fair values are carried at fair value with changes in value recorded in earnings. There currently is no active market for the shares of Mag Mile Capital, Inc, therefore, the investment remains at cost until such time there is an established fair value of Mag Mile Capital, Inc’s shares to be used to adjust the value of the Company’s investment in those shares. The Company’s investment in Mag Mile Capital, Inc is subject to changes and fluctuations based on their business activities and their ability to trade in the future.

NOTE 5 - RELATED PARTY TRANSACTIONS

Mr. Tom 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 Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S) until its acquisition by us on February 23, 2023.

F-9

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. During Q3 GK Partners exercised a portion of its warrant for 75,000 shares. The exercise price was $1.00 per share for total proceeds of $75,000. During Q4 GK Partners exercised a portion of its warrant for 126,000 shares. The exercise price was $1.00 per share for total proceeds of $126,000.

On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”), were issued 2,500,000 shares of the common stock (Note 1).

Mr. Bennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees to the Affiliate of $17,022 and $35,415 for the year ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and 2023, we had a $0 and $6,574, respectively, 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, provided for a base salary of $72,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000 and to extend the term to April 1, 2025.

Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base salary of $36,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025.

NOTE 6 - 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 March 31, 2024 and 2023, there are no shares or Preferred Stock issued or outstanding.

F-10

NOTE 7 - COMMON STOCK TRANSACTIONS

During the year ended March 31, 2024, GK Partners exercised a portion of its warrant for 306,000 shares. The exercise price was $1.00 per share for total proceeds of $306,000.

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 Mag Mile Capital, Inc, 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.

NOTE 8 - 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 expired on December 31, 2023. In determining the fair value of the warrant, we used the Black-Scholes pricing model having the following assumptions: (i) 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. On December 22, 2023, the expiration date of the 5,705,000 remaining warrants was extended to December 31, 2024. The Company revalued the 5,705,000 remaining warrants for the change in the expiration date resulting in the recognition of a deemed dividend of $1,387,662.

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.

SCHEDULE OF WARRANT ACTIVITIES

	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		—		$	—		—
Expired		—		$	—		—
Exercised		(306,000	)	$	—		—
Outstanding, March 31, 2024		6,329,000		$	1.00		1.35	$	—

NOTE 9 – INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.

F-11

Reconciliation between our effective tax rate and the United States statutory rate is as follows:

Significant components of our deferred tax assets and deferred tax liabilities consist of the following:

	March 31, 2024			March 31, 2023
Deferred Tax Assets:
Net operating loss carryforwards	$	2,375,300		$	2,313,000
Valuation allowance		(2,375,300	)		(2,313,000	)
Net deferred tax assets	$	—		$	—

At March 31, 2024, the Company had net operating loss carry forwards of approximately $35,359,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. Under the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. No tax benefit has been reported in the March 31, 2024, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.

NOTE 10 - 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 has the following material subsequent events to disclose in these financial statements.

On April 29, 2024, 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.

On May 30, 2024, 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.

Effective June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as Chairman of the Board of Orocidin A/S, of which the Company recently acquired 95% of the outstanding shares in exchange for shares of the Company.

On June 3, 2024, the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors will receive compensation of $20,000 per annum, and each other Director will receive compensation of $10,000 per annum, in consideration of their serving on the Corporation’s Board of Directors, payable in equal installments semiannually in arrears, commencing December 31, 2024, without proration for partial terms.

On June 7, 2024, the Company’s Board of Directors and stockholders holding a majority of the outstanding shares of common stock approved the Company’s 2024 Stock Incentive Plan providing for the issuance of up to 7,000,000 shares of Common Stock for issuance in connection with stock option awards thereunder.

F-12

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. 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 officer concluded that our disclosure controls and procedures as of March 31, 2024, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. If successful in effecting a transaction with an operating company, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the interim or annual financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our Chief Executive Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2024, based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control (2013). Based on this assessment, our management concluded that, as of March 31, 2024, our internal controls over financial reporting were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. If successful in effecting a transaction with an operating company, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Securities and Exchange Commission rules that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following persons served as our directors and executive officers for the fiscal years ended March 31, 2024 and 2023. Each director holds office until the next annual meeting of the stockholders or until his successor has been duly elected and qualified. Each executive officer serves at the discretion of the Board of Directors of the Company.

Name	Age	Position
Henrik Rouf	56	Chief Executive Officer
Tom Glaesner Larsen (1)	54	Director
Christian Hill-Madsen (2)	57	Director
Bennett J. Yankowitz	69	Director and Chief Financial Officer
Henrik Keller	69	Director
Peter Severin (3)	60	Director

	(1)	Resigned from the Company’s board of directors on June 9, 2023; the remaining board members appointed Henrik Keller as his replacement.
	(2)	Resigned from the Board on June 3, 2024.
	(3)	Appointed to the Board on June 3, 2024.

There are no family relationships between our director and executive officer.

Background of Executive Officers and Directors

Henrik Rouf—Chief Executive Officer. Mr. Rouf has 30 years of experience in the global finance markets, working as an international financier, merchant banker and fund manager, respectively. Mr. Rouf advises and finances companies in many industries, including (though not limited to) software, semiconductors, blockchain, healthcare, medical devices, biotechnology, restaurant chains, apparel, cannabis, clean tech and advertising. By being located and working in the United States for more than 30 years, Mr. Rouf has a vast network and extensive ties to especially the US, but also to Europe and Asia. Since 2004, he has been the President of PacificWave Partners Inc., a California-based merchant bank.

Tom Glaesner Larsen— Member of our Board of Directors. Prior to joining Nordicus Partners Corporation, Mr. Larsen has for over +30 years worked as an accountant and management consultant, serving in various executive positions as CIO, CFO and/or CEO, at management consulting firms and at renewable energy companies, domestically and internationally. Since 2020, Mr. Larsen has been the CEO of Nordicus Partners A/S, a Denmark-based financial consultancy company. From 2017 until present Mr. Larsen also serves as the CEO of the management consultancy firm, GK Partners ApS, the accounting firm, Firm Management ApS, and the finance consultancy firm, Glaesner Holding ApS.

Christian Hill-Madsen—Chairman of our Board of Directors. Mr. Hill-Madsen joined the Nordicus Partners Corporation Board in January 2023. He has over 25 years of experience working as a headhunter dedicated to the Life Science Industry in the Nordics, mastering the fine art of finding the best candidates for the right job, in all aspects of the healthcare solution program from Headhunting and Recruitment, Salesforce Optimization, Assessment to Organizational Development, etc. He is the CEO of Life Science Power House ApS, a Denmark-based life science advisory and consultancy firm, since 2018. From 2013 to 2018 he was the Founder and CEO of the life science headhunting firm, Hill-Consult.

Mr. Hill-Madsen is one of the few headhunters truly dedicated to the Life Science industry – from the single objective of wanting to be the best at what he does, working with his clients in the full employee life cycle to ensure that his clients always have the right person serving in the right position.

Bennett J. Yankowitz—Chief Financial Officer and Member of our Board of Directors. Mr. Yankowitz has more than 30 years of experience as a corporate attorney with leading law firms, specializing in securities, financial and merger and acquisition transactions, and has a background in financial analysis and real estate investment and development. He is of counsel to the law firm Shumaker Mallory LLP, and was previously of counsel to its predecessor firm Parker Shumaker Mills LLP. He was previously counsel to Kaye Scholer LLP and a partner of Heenan Blaikie and of Stroock & Stroock & Lavan LLP. From 2002 to 2014, he was a director of Proteus Energy Corporation, a California-based private oil and gas production and development company and was its Chief Executive Officer from 2008 to 2014. He is currently chief financial officer and a member of the board of directors of RocketFuel Blockchain, Inc. Mr. Yankowitz earned his B.A. degree in Mathematics from the University of California, Berkeley (1977), his J.D. degree from the University of Southern California (1980), where he was an editor of the Southern California Law Review, and his LL.M. degree (First Class Honours) from the University of Cambridge (1981), where he was an Evan Lewis-Thomas Scholar at Sidney Sussex College. He is a member of the California and New York bars.

Henrik Keller – Director. has more than four decades of experience in the corporate sector, in which he has a proven track record of delivering excellent performances. Mr. Keller possesses a unique set of strategical, managerial and sales capabilities, which has been key in the documented success he has delivered to the companies he has been, and are currently involved with, serving in various positions as Owner, General Manager, Sales Manager, Consultant/Advisor, Board Member. He has been an independent business consultant since 2009. Through his professional career, Mr. Keller has established a network which spans globally.

Mr. Severin – Director. is an experienced consultant in the pharmaceutical industry. He is the owner of Severin-Partners A/S, a consulting company based in Copenhagen, Denmark. He was previously head of sales for Novartis and Sales Manager at AstraZeneca Pharmaceuticals and at GlaxoSmithKline.

Our Board has concluded that Mr. Yankowitz is an appropriate person to represent management on our Board of Directors given his position as our Chief Financial Officer, his professional credentials, and his understanding of corporate regulatory matters and merger and acquisition activities.

Code of Conduct and Ethics

We have adopted a Code of Ethics that allows for us to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our chief executive officer and director. A copy of our Code of Ethics will be furnished without charge to any person upon written request. Requests should be sent to: Chief Executive Officer, Nordicus Partners Corporation, 280 S. Beverly Dr., Suite 505, Beverly Hills, California 90212.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Based solely on a review of copies of such forms submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis in fiscal year 2024.

Corporate Governance and Guidelines

Our Board of Directors has long believed that good corporate governance is important to ensure that we manage our company for the long-term benefit of stockholders. During the past year, our Board of Directors has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002 and recently revised SEC rules and regulations. We intend to implement internal corporate governance guidelines and practices when we have available resources to implement these guidelines and practices. Such guidelines and practices, when implemented, will be furnished without charge to any person upon written request. Requests should be sent to: Chief Executive Officer, Nordicus Partners Corporation, 280 S. Beverly Dr., Suite 505, Beverly Hills, California 90212.

Committees of the Board of Directors

We currently have no separate audit, compensation, or nominating committees. The entire Board oversees our (i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive officer, and implementation of our incentive programs; and (iii) identification of individuals qualified to become Board members and recommendation to our shareholders of persons to be nominated for election as directors.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” As of the date of this Report, none of our directors are considered to be independent.

Item 11. Executive Compensation

Summary Compensation Table

The following table provides information concerning compensation for services rendered to us in all capacities for the fiscal years ended March 31, 2024 and 2023 by our named executive officer and former named executive officer.

Named Executive Officer	Fiscal Year		Salary ($)		Bonus ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Bennett J. Yankowitz		2024	$	36,000	$	-	$	-	$	-	$	36,000
Chief Financial Officer (1) (2)		2023	$	-	$	-	$	-	$	-	$	-

Henrik Rouf		2024	$	72,000	$	-	$	-	$	-	$	72,000
Chief Executive Officer (2)		2023	$	-	$	-	$	-	$	-	$	-

	(1)	Effective October 12, 2021, Mr. Yankowitz was engaged as our chief executive officer on a consultative basis and received no compensation during the fiscal years ended March 31, 2024 and 2023. On November 28, 2022 Mr. Yankowitz was granted a warrant to purchase 250,000 shares of our common stock at $1.00 per share.
	(2)	In connection with the Business Combination, on February 23, 2023, the Company appointed Henrik Rouf as our Chief Executive Officer, and Bennett J. Yankowitz resigned as our Chief Executive Officer and was appointed as our Chief Financial Officer.

Employment Agreements and Change in Control Provision

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. On April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000 and to extend the term to April 1, 2025.

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. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025.

Outstanding Equity Awards at 2024 Fiscal Year-End

None.

Directors’ Compensation

We did not provide any Board compensation during the fiscal year ended March 31, 2024 and 2023.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the beneficial ownership of shares of our common stock, as of June 28, 2024 of (i) each person known by us to beneficially own five percent (5%) or more of such shares; (ii) each of our directors and current executive officers named in the Summary Compensation Table; and (iii) our current executive officers and directors as a group. Except as otherwise indicated, all shares are beneficially owned, and the persons named as owners hold investment and voting power.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Under this rule, certain shares may be deemed to be beneficially owned by more than one person, if, for example, persons share the power to vote or the power to dispose of the shares. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares, for example, upon exercise of an option or warrant, within 60 days of June 28, 2024. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person, and only such person, by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Class (1)
Henrik Rouf (CEO) 7950 W. Sunset Blvd – Suite 629 Los Angeles, CA 90046 USA		585,018	(2)		1.0	%

Bennett Yankowitz (CFO & Director) 280 S. Beverly Dr., Suite 505 Beverly Hills, CA 90212		250,000	(3)		0.4	%

Christian Hill-Madsen (Director) (5) Mesterlodden 3a 2820 Gentofte Denmark		125,000			0.2	%

Henrik Keller (Director) Bernstoffslund Alle 59 2920 Charlottenlund Denmark		0			-

Peter Severin (Director/Chairman) (6) Blaamunkevangen 1 3120 Dronningmoelle Denmark		0			-

All officers and directors as a group (5 persons)		960,018			1.7	%

Tom Glaesner Larsen Dyrehavevej 3b 2930 Klampenborg Denmark		27,931,106	(4)		50.1	%

(1)

Based on 55,761,248 shares of common stock as of July 2, 2024 composed of 49,462,248 outstanding shares of our common stock and 6,299,000 shares of our common stock underlying outstanding warrants.

	(2)	Includes 578,618 shares of our common stock owned by Reddington Partners LLC of which Mr. Rouf is the sole beneficial owner.

	(3)	On November 28, 2022 Mr. Yankowitz was granted a warrant to purchase 250,000 shares of our common stock at $1.00 per share.

	(4)	Includes 5,549,000 shares of our common stock underlying a warrant issued to GK Partners ApS on April 1, 2022 exercisable immediately at an exercise price of $1.00 per share and expiring on December 31, 2024 .

	(5)	Resigned from the Board on June 3, 2024.

	(6)	Appointed to the Board on June 3, 2024.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Mr. Yankowitz, our CFO and sole director, is affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $17,022 and $35,415 for the fiscal years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and 2023 we had a $0 and $6,574 payable due to the Affiliate. Mr. Yankowitz does not currently receive cash compensation for acting as our chief executive officer and sole director.

Item 14. Principal Accountant Fees and Services

The following is a summary of the fees billed to us by our independent registered public accounting firm, for professional services rendered during the fiscal year ended March 31, 2024 and 2023.

	2024		2023
Audit fees – Fruci & Associates II, PLLC	$	26,500	$	14,000
Audit related fees	$	3,300	$	—
Tax fees	$	—	$	—
All other fees	$	—	$	—
Total	$	29,800	$	14,000

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the last two fiscal years were approved by our board of directors.

Audit Fees

Consist of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

Tax Fees

Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

All Other Fees

Consist of fees for product and services other than the services reported above.

PART IV

Item 15. Exhibits

The following exhibits are filed as part of this Annual Report.

Exhibit				Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Certificate of Incorporation and Amendments	S-1	3.1	12/06/2023
3.2	Certificate of Amendment to Certificate of Incorporation, as filed with the Delaware Secretary of State, dated May 13, 2023	8-K		5/22/23
3.3	Bylaws	S-1	3.2	12/06/2023
10.1	Stock Purchase Agreement dated as of October 12, 2021 between EKIMAS Corporation and Reddington Partners LLC.	8-K	10.1	10/18/21
10.2	Indemnification Agreement dated as of October 12, 2021 between EKIMAS Corporation and Bennett J. Yankowitz.	8-K	10.2	10/18/21
10.3	Warrant dated as of April 1, 2022 issued by EKIMAS Corporation to GK Partners AsP.	8-K	10.1	4/12/2022
10.4	Demand Promissory Note, dated October 14, 2022, made by the Company to the Lender.	8-K	10.1	10/17/2022
10.5	Warrant to Purchase Common Stock, dated November 28, 2022, issued to David Volpe	8-K	10.1	11/30/2022
10.6	Warrant to Purchase Common Stock, dated November 28, 2022, issued to Bennett J. Yankowitz	8-K	10.2	11/30/2022
10.7	Contribution Agreement dated February 23, 2023 among Nordicus Partners Corporation, Nordicus Partners A/S, GK Partners ApS, Henrik Rouf and Life Science Power House ApS	S-1	10.11	12/06/2023
10.8	Stock Purchase and Sale Agreement, dated as of June 20, 2023, between Nordicus Partners Corporation and GK Partners ApS	8-K	10.1	6/20/2023
10.9	2017 Non-Qualified Equity Incentive Plan	8_K	10.37	8/22/2017
10.10	Second Amended and Restated Employment Agreement, dated as of April 1, 2024, between EKIMAS Corporation and Henrik Rouf				X
10.11	Second Amended and Restated Consulting Agreement, dated as of April 1, 2024, between EKIMAS Corporation and Bennett J. Yankowitz				X
10.12	Stock Purchase and Sale Agreement, dated as of May 13, 2024, between the shareholders of Orocidin A/S and the Company	8-K		5/16/2024
10.13	2024 Stock Incentive Plan	14C	Annex A	5/28/2024
31.1	Certification of Principal Executive Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002				X
31.2	Certification of Principal Financial and Accounting Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002				X
32.1	Certification of Principal Executive, Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
99.1	Press Release dated May 22, 2023	8-K		5/22/23	X
101.INS	Inline XBRL Instance Document.				X
101.SCH	Inline XBRL Taxonomy Extension Schema Document.				X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.				X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

Item 16. Form 10-K Summary

None.

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: July 3, 2024	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/ Peter Severin
		Peter Severin
		Chairman

	By:	/s/ Henrik Keller
		Henrik Keller
		Director

Exhibit 10.10

SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1^st day of April, 2024 (the “Effective Date”), by and between Nordicus Partners Corporation, a Delaware corporation (the “Company”), and Henrik Rouf (“Executive”), and is made with reference to the following facts:

A. The Company desires to employ Executive as its President and Chief Executive Officer in order to have the benefit of Executive’s special knowledge, experience, reputation and abilities in the industry in which the Company is engaged;

B. Executive has advised the Company of his willingness to act as President and Chief Executive Officer and to utilize his special knowledge, experience, reputation and abilities for the benefit of the Company and its members under the terms and conditions provided herein; and

C. This Agreement amends and restates the Amended and Restated Executive Employment Agreement dated September 5, 2023, between the Company and Executive.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto hereby agree as follows:

1. Employment. Upon and subject to the terms, conditions and other provisions of this Agreement, the Company hereby employs Executive and Executive hereby accepts this employment and agrees to exercise and perform faithfully, exclusively (subject to Section 2(c) hereof), and to the best of his ability on behalf of the Company the powers and duties of President and Chief Executive Officer on the terms and conditions set forth herein.

2. Executive’s Services and Duties. During the term of this Agreement, Executive shall:

(a) Observe and conform to the policies and directions promulgated from time to time by the Company’s Board of Directors (the “Board”).

(b) Serve as President and Chief Executive Officer and perform all services, acts and things necessary or advisable to manage and conduct the business of the Company, subject to the policies set by the Board. Subject to the supervision and control of the Board, to whom she shall report, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his positions as President and Chief Executive Officer and shall render such services on the terms set forth herein. In addition, Executive shall have such other executive and managerial powers and duties with respect to the Company and its subsidiaries, affiliates and strategic partners as may be assigned to him by the Board.

(c) Except for sick leave, vacations (as provided in Section 4(c), below), and excused leaves of absence, Executive shall, throughout the Term, devote all his working time, attention, knowledge and skills faithfully and to the best of his ability, to the duties and responsibilities of his position in furtherance of the business affairs and activities of the Company and its subsidiaries, affiliates and strategic partners; provided that Executive may engage in such personal, professional, investment, business and charitable activities as do not conflict with the business of the Company or interfere with Executive’s duties under this Agreement. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board of Directors of the Company and/or the Company may from time to time establish for senior executive officers of the Company.

3. Term. The term of Executive’s employment by the Company pursuant to this Agreement shall commence on the date hereof and, unless sooner terminated as provided in this Agreement or extended by mutual agreement of the parties hereto, shall terminate and expire on the first anniversary of the date hereof, subject to the terms and conditions contained herein.

4. Compensation and Other Benefits. As compensation in full for the services to be rendered by Executive hereunder, the Company shall pay, and Executive shall accept, the following compensation:

(a) Salary. The Company shall pay to Executive a salary, exclusive of bonus compensation, of $120,000 per year, payable in equal monthly installments during the term of this Agreement.

(b) Bonus. Executive shall be entitled to bonus compensation at the sole discretion of the Board, based upon Executive’s performance of his duties under this Agreement

(c) Vacation. In addition to normal public holidays, Executive shall be entitled to four weeks of paid vacation during each calendar year, which shall accrue monthly on a pro rata basis from the Effective Date.

(d) Benefits Generally Offered. Executive shall be entitled to participate in all fringe benefit programs that the Company generally makes available to its executive officers, including without limitation vacation and paid other paid leave, group hospitalization, group disability policies, medical and dental plans and group life insurance plans.

5. Certain Business Expenses. Executive is authorized to incur ordinary, necessary and reasonable expenses in the course of performing his duties and obligations with respect to the business of the Company, including expenses for entertainment, travel and similar items; provided that the Company shall at all times comply with the Company’s policies regarding expense reimbursements. the Company shall promptly reimburse Executive for all such expenses paid by Executive on behalf of the Company upon the presentation by Executive of an itemized request for reimbursement of expenditures supported by documentation on the Company-approved forms.

6. Proprietary Rights and Confidentiality. Executive has entered into an Executive Invention Assignment and Confidentiality Agreement, which agreement, attached hereto as Annex A, is hereby incorporated herein in its entirety.

7. Executive Representation and Warranty. Executive warrants and represents to and covenants with the Company that the execution, delivery and performance of the Agreement by Executive do not conflict with or violate any provision of or constitute a default under any agreement, judgment, award or decree to which Executive is a party or by which Executive is bound.

8. Termination Prior to Expiration of Term.

(a) Executive’s employment hereunder may be terminated by the Company for Cause as set forth below, upon 30 days’ written notice to Executive which describes such cause in detail. Executive shall have no right to receive the compensation and other benefits set forth in this Section 4 for any period commencing after the date of termination for cause. For these purposes, subject to Section 8(b), the term “Cause” as used in this Agreement shall mean any one or more of the following:

(i) Conviction of Executive of any felony involving moral turpitude and affecting or relating to the business of the Company (including, without limitation, his entering of any plea of nolo contendere in connection with any such felony proceeding);

(ii) Executive’s willful or intentional conduct resulting in material damage to the Company or the Company’s business reputation;

(iii) Executive’s material breach of any material provisions of this Agreement or his employment with the Company (including, without limitation, his breach of the Executive Invention Assignment and Confidentiality Agreement attached hereto as Annex A); or

(iv) Executive’s willful failure or gross neglect to obey the good faith directions of the Company.

(b) Under no circumstances shall there be other grounds for termination of Executive for Cause hereunder other than those set forth in Section 8 hereof.

9. Death During Employment. If Executive dies during the term of his employment hereunder, the Company shall pay to the estate of Executive the compensation which would otherwise be payable to Executive up to the end of the month in which his death occurs, and the Company shall have no further obligation under this Agreement.

10. Covenant Not to Compete. In the event that the Company terminates Executive’s employment hereunder for Cause, or in the event that Executive voluntarily terminates his employment hereunder, Executive shall, in connection with any sale of all or substantially all of his equity interests in the Company resulting from such termination, be prohibited from carrying on or participating in a business similar to that of the Company for a period of six months following such termination, unless Executive has express prior written consent from the Board, which approval shall not be unreasonably withheld.

11. Notices. All notices, requests, demands, communications, statements or other documents which one party shall be required or shall desire to give to another hereunder shall be in writing and shall be given by the parties hereto only in one of the following ways:

(a) By personal delivery; or

(b) By addressing it as indicated below, and by depositing it certified mail, postage prepaid, in the mail; or

If so delivered, mailed, or telecopied each such notice, request, demand, communication, statement, or other document shall, except as herein expressly provided, be conclusively deemed to have been given when personally delivered, or on the date of receipt if delivery by telecopy, or 72 hours after the date of mailing, as the case may be. The addresses of the parties shall be the following until such time as written notice of any change is provided to the parties to this Agreement.

	If to the Company:	Nordicus Partners Corporation 280 South Beverly Dr., Suite 505 Beverly Hills, CA 90212 Attention: CFO

		bjy@yankowitzconsulting.com

	If to Executive:	Henrik Rouf 7950 W Sunset Blvd 629 Los Angeles, CA 90046

		Email: hr@nordicuspartners.com

12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

14. Entire Understanding. This Agreement constitutes the entire agreement and understanding between the parties with respect to the employment of Executive by the Company, and supersedes all prior agreements, representations and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

15. Amendments. This Agreement may not be modified or changed except by written instrument signed by both parties hereto.

16. Dispute Resolutions. Any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement as between the parties shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall be the exclusive dispute resolution process in the State of California, but arbitration shall be a nonexclusive process elsewhere. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. The Company shall select the place of arbitration. The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator’s decision.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California.

18. Construction. Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include the feminine and neuter, references to the neuter shall be deemed to include the masculine and feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural.

19. Cooperation. Each party hereto shall cooperate with the other party and shall take such further action and shall execute and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this Agreement.

20. Waiver. No amendment or waiver of any provision of this Agreement shall in any event be effective, unless the same shall be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition. The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or any such term, covenant or condition.

21. Parties in Interest; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives. Except as specifically provided herein, neither this Agreement nor any interest herein shall be assigned or assignable, by operation of law or otherwise, by any party, without the prior written consent of the other party, except that, without such consent, the Company may assign this Agreement or any interest therein, by operation of law or otherwise, to (a) any successor to all or substantially all of its equity ownership interests, assets or business by dissolution, merger, consolidation, transfer of assets, or otherwise, or (b) any direct or indirect subsidiary of the Company or of any such successor referred in (a) hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

22. Severability. If any provision of this Agreement shall be deemed invalid, unenforceable or illegal, then notwithstanding such invalidity, unenforceability or illegality the remainder of this Agreement shall continue in full force and effect.

23. Full Understanding. Executive represents and agrees that she fully understands his right to discuss all aspects of this Agreement with his private attorney, and that to the extent, if any, that she desired, she availed herself of this right. Executive further represents that she has carefully read and fully understands all of the provisions of the Agreement, that she is competent to execute this Agreement, that his agreement to execute this Agreement has not been obtained by any duress and that she freely and voluntarily enters into it, and that she has read this document in its entirety and fully understands the meaning, intent and consequences of this document.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

The Company:		EXECUTIVE:

Nordicus Partners Corporation

By:
	Bennett J. Yankowitz, CFO	Henrik Rouf

SPOUSAL CONSENT

The undersigned, Brandon K. Hines, spouse of Henrik Rouf, has read the foregoing Employment Agreement and does hereby waive any rights or claims he may otherwise have by virtue of community property rights or tenancy in common with regard to the Company’s repurchase rights pursuant to Section 10 therein.


Brandon K. Hines

ANNEX A

EXECUTIVE INVENTION ASSIGNMENT

AND CONFIDENTIALITY AGREEMENT

Exhibit 10.11

SECOND AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT

This SECOND AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 1^st day of April, 2024 (the “Effective Date”), by and between Nordicus Partners Corporation, a Delaware corporation (the “Company”), and Bennett J. Yankowitz (“Executive”), and is made with reference to the following facts:

A. The Company desires to retain Executive on a consulting basis as its Chief Financial Officer in order to have the benefit of Executive’s special knowledge, experience, reputation and abilities in the industry in which the Company is engaged; and

B. Executive has advised the Company of his willingness to act as Chief Financial Officer and to utilize his special knowledge, experience, reputation and abilities for the benefit of the Company and its members under the terms and conditions provided herein.

C. This Agreement amends and restates the prior Amended and Restated Executive Consulting Agreement dated September 5, 2023 between the Company and Executive.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto hereby agree as follows:

1. Consultancy.

(a) Upon and subject to the terms, conditions and other provisions of this Agreement, the Company hereby retains Executive as its consultant and Executive hereby accepts this retention and agrees to exercise and perform faithfully, and to the best of his ability on behalf of the Company the powers and duties of Chief Financial Officer on the terms and conditions set forth herein.

(b) Executive enters into this agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Executive look to the Company as his employer, or as a partner, agent, or principal. Executive shall not be entitled to any benefits accorded to the Company’s employees including worker’s compensation, disability insurance, vacation or sick pay. Executive shall be responsible for providing, at Executive’s expense, and in Executive’s name, disability, worker’s compensation or other insurance as well as licenses and permits usual or necessary for performing his services.

(c) Executive shall pay, when and as due, any and all taxes incurred as a result of Executive’s compensation, including estimated taxes, and shall provide the Company with proof of payment on demand. Executive indemnifies the Company for any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Executive’s breach of this section.

2. Executive’s Services and Duties. During the term of this Agreement, Executive shall:

(a) Observe and conform to the policies and directions promulgated from time to time by the Company’s Board of Directors (the “Board”).

(b) Serve as Chief Financial Officer and perform all services, acts and things necessary or advisable to manage and conduct the business of the Company, subject to the policies set by the Board. Subject to the supervision and control of the Chief Executive Officer, to whom she shall report, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his position as Chief Financial Officer and shall render such services on the terms set forth herein. In addition, Executive shall have such other executive and managerial powers and duties with respect to the Company and its subsidiaries, affiliates and strategic partners as may be assigned to him by the Chief Executive Officer.

(c) The Company acknowledges and agrees that Executive is acting as a part-time consultant and has other business commitments. The Executive agrees to provide the Company up to 15 hours per week to the provision of services hereunder. Notwithstanding the foregoing, that Executive may engage in such personal, professional, investment, business and charitable activities as do not conflict with the business of the Company or interfere with Executive’s duties under this Agreement. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board of Directors of the Company and/or the Company may from time to time establish for senior executive officers of the Company. The Company acknowledges and agrees that this agreement does not cover any legal services, and that the Company has retained Shumaker Mallory LLP (to which Executive is Of Counsel) as its outside counsel,

(a) Salary. The Company shall pay to Executive a salary, exclusive of bonus compensation, of $60,000 per year, payable in equal monthly installments during the term of this Agreement.

(b) Bonus. Executive shall be entitled to bonus compensation at the sole discretion of the Board, based upon Executive’s performance of his duties under this Agreement

8. Termination Prior to Expiration of Term.

(ii) Executive’s willful or intentional conduct resulting in material damage to the Company or the Company’s business reputation;

(iv) Executive’s willful failure or gross neglect to obey the good faith directions of the Company.

(b) Under no circumstances shall there be other grounds for termination of Executive for Cause hereunder other than those set forth in Section 8 hereof.

(a) By personal delivery; or

(b) By addressing it as indicated below, and by depositing it certified mail, postage prepaid, in the mail; or

	If to the Company:	Nordicus Partners Corporation 280 South Beverly Dr., Suite 505 Beverly Hills, CA 90212 Attention: Henrik Rouf, President and CEO

		Email: hr@nordicuspartners.com

	If to Executive:	Bennett J. Yankowitz 280 S. Beverly Dr., Suite 505 Beverly Hills, CA 90212

		Email: bjy@yankowitzconsulting.com

12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

15. Amendments. This Agreement may not be modified or changed except by written instrument signed by both parties hereto.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

The Company:		EXECUTIVE:

Nordicus Partners Corporation

By:
	Henrik Rouf, President and CEO	Bennett J. Yankowitz

ANNEX A

EXECUTIVE INVENTION ASSIGNMENT

AND CONFIDENTIALITY AGREEMENT

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Henrik Rouf, hereby certify that:

1. I have reviewed this Annual Report on Form 10-K of Nordicus Partners Corporation and consolidated subsidiaries (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: July 3, 2024

/s/ Henrik Rouf
Henrik Rouf
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bennett J. Yankowitz, hereby certify that:

1. I have reviewed this Annual Report on Form 10-K of Nordicus Partners Corporation and consolidated subsidiaries (the “Company”);

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: July 3, 2024

/s/ Bennett J. Yankowitz
Bennett J. Yankowitz
Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Nordicus Partners Corporation, a Delaware corporation (the “Company”), on Form 10-K for the fiscal year ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Henrik Rouf, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 3, 2024

/s/ Henrik Rouf
Henrik Rouf
Chief Executive Officer

In connection with the Annual Report of Nordicus Partners Corporation, a Delaware corporation (the “Company”), on Form 10-K for the fiscal year ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bennett J. Yankowitz, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 3, 2024

/s/ Bennett J. Yankowitz
Bennett J. Yankowitz
Chief Financial Officer

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Mar. 31, 2024	Jul. 02, 2024	Sep. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--03-31
Entity File Number	001-11737
Entity Registrant Name	NORDICUS PARTNERS CORPORATION
Entity Central Index Key	0001011060
Entity Tax Identification Number	04-3186647
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	280 S. Beverly Dr
Entity Address, Address Line Two	Suite 505
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	(424)
Local Phone Number	256-8560
Title of 12(b) Security	Common Stock, $.001 par value per share
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 5,588,950
Entity Common Stock, Shares Outstanding		49,462,248
Document Financial Statement Error Correction [Flag]	false
ICFR Auditor Attestation Flag	false
Auditor Firm ID	5525
Auditor Name	Fruci & Associates II, PLLC
Auditor Location	Spokane, Washington

Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Current assets:
Cash	$ 49,933	$ 7,149
Receivable		44,481
Prepaids and other current assets		770
Total current assets	49,933	52,400
Website	7,640	2,625
Investment in Mag Mile Capital, Inc.	1,750,000
Total Assets	1,807,573	55,025
Current liabilities:
Accounts payable and accrued expenses	5,019	1,354
Deferred revenue	7,500
Total current liabilities	26,405	27,367
Total Liabilities	26,405	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; 11,102,248 and 8,296,248 shares issued; respectively	11,102	8,296
Treasury stock, 1,534 shares at cost	(30,328)	(30,328)
Additional paid-in capital	45,686,769	42,246,688
Accumulated other comprehensive income	(2,848)	665
Accumulated deficit	(43,883,527)	(42,197,663)
Total stockholders’ equity	1,781,168	27,658
Total liabilities and stockholders’ equity	1,807,573	55,025
Related Party [Member]
Current liabilities:
Accounts payable – related party		12,127
Related party payable	$ 13,886	$ 13,886

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	11,102,248	8,296,248
Treasury stock, shares	1,534	1,534

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 2,500
Operating expenses:
Officer compensation	118,477
Stock based compensation– related party		8,141,501
Professional fees	137,280	102,286
Consulting expense		39,602
General and administrative	54,331	196,500
Total operating expenses	310,088	8,479,889
Loss from operations	(307,588)	(8,479,889)
Other income:
Interest expense		(382)
Other income	9,386	8,055
Total other income	9,386	7,673
Loss from operations before provision for income taxes	(298,202)	(8,472,216)
Provision for income taxes
Net loss	(298,202)	(8,472,216)
Other comprehensive income:
Foreign currency translation adjustment	(3,513)	665
Comprehensive Loss	$ (301,715)	$ (8,471,551)
Net loss per common share - basic	$ (0.03)	$ (1.43)
Net loss per common share - diluted	$ (0.03)	$ (1.43)
Weighted average shared - basic	10,347,371	5,938,851
Weighted average shared - diluted	10,347,371	5,938,851

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Mar. 31, 2022	$ 5,681	$ 33,944,605	$ (33,725,447)	$ (30,328)		$ 194,511
Balance, shares at Mar. 31, 2022	5,681,248
Stock-based compensation - fair value of warrants– related party		8,141,501				8,141,501
Shares issued for acquisition	$ 2,500	45,697				48,197
Balance, shares	2,500,000
Exercise of warrants	$ 115	114,885				115,000
Balance, shares	115,000
Net loss			(8,472,216)		665	(8,471,551)
Balance at Mar. 31, 2023	$ 8,296	42,246,688	(42,197,663)	(30,328)	665	27,658
Balance, shares at Mar. 31, 2023	8,296,248
Exercise of warrants	$ 306	305,694				306,000
Balance, shares	306,000
Net loss			(298,202)		(3,513)	(301,715)
Shares issued for stock investment	$ 2,500	1,747,500				1,750,000
Balance, shares	2,500,000
Deemed dividend for warrant extension		1,387,662	(1,387,662)
Cash distribution		(775)				(775)
Balance at Mar. 31, 2024	$ 11,102	$ 45,686,769	$ (43,883,527)	$ (30,328)	$ (2,848)	$ 1,781,168
Balance, shares at Mar. 31, 2024	11,102,248

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (298,202)	$ (8,472,216)
Adjustments to reconcile net loss to net cash flows used in operating activities
Stock-based compensation – related party		8,141,501
Changes in assets and liabilities:
Prepaid expenses and other assets	(4,245)	3,500
Receivables	44,481
Deferred revenue	7,500
Accounts payable – related party	(12,127)
Accounts payable and accrued expenses	3,665	(41,132)
Net cash used in operating activities	(258,928)	(368,347)
Cash flows from financing activities:
Cash distribution to shareholder	(775)
Proceeds from note payable		40,000
Repayment of note payable		(40,000)
Cash advance - related party		13,886
Proceeds from exercise of warrants	306,000	115,000
Net cash provided (used) by financing activities	305,225	128,886
Net change in cash	46,297	(239,461)
Effect of exchange rate on cash	(3,513)	665
Cash at beginning of period	7,149	245,945
Cash at end of period	49,933	7,149
Supplemental disclosure of cash flow information:
Income taxes paid
Interest paid
Supplemental disclosure of non-cash activity:
Deemed dividend	1,387,662
Common stock issued for shares of Mag Mile Capital, Inc.	$ 1,750,000

ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S.

On May 16, 2024, we acquired a 95% interest in Orocidin A/S, a clinical-stage biopharmaceutical company which is advancing the next generation of periodontitis therapies.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

Concentration of Credit Risk

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 March 31, 2024 and 2023.

Principles of Consolidation

Translation Adjustment

Comprehensive Income

Stock-based Compensation

Fair Value of Financial Instruments

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Net Income (Loss) Per Common Share

Income Taxes

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

Recently Issued Accounting Pronouncements

GOING CONCERN

12 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 - GOING CONCERN

INVESTMENTS

12 Months Ended

Mar. 31, 2024

Investments, All Other Investments [Abstract]

INVESTMENTS

NOTE 4 - INVESTMENTS

RELATED PARTY TRANSACTIONS

12 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

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.

PREFERRED STOCK

12 Months Ended

Mar. 31, 2024

Equity [Abstract]

PREFERRED STOCK

NOTE 6 - PREFERRED STOCK

Preferred Stock

COMMON STOCK TRANSACTIONS

12 Months Ended

Mar. 31, 2024

Equity [Abstract]

COMMON STOCK TRANSACTIONS

NOTE 7 - COMMON STOCK TRANSACTIONS

During the year ended March 31, 2024, GK Partners exercised a portion of its warrant for 306,000 shares. The exercise price was $1.00 per share for total proceeds of $306,000.

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 Mag Mile Capital, Inc, 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.

WARRANTS

12 Months Ended

Mar. 31, 2024

Warrants

WARRANTS

NOTE 8 - WARRANTS

SCHEDULE OF WARRANT ACTIVITIES

	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		—		$	—		—
Expired		—		$	—		—
Exercised		(306,000	)	$	—		—
Outstanding, March 31, 2024		6,329,000		$	1.00		1.35	$	—

INCOME TAX

12 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 9 – INCOME TAX

Reconciliation between our effective tax rate and the United States statutory rate is as follows:

Significant components of our deferred tax assets and deferred tax liabilities consist of the following:

	March 31, 2024			March 31, 2023
Deferred Tax Assets:
Net operating loss carryforwards	$	2,375,300		$	2,313,000
Valuation allowance		(2,375,300	)		(2,313,000	)
Net deferred tax assets	$	—		$	—

SUBSEQUENT EVENTS

12 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

On April 29, 2024, 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.

On May 30, 2024, 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Cash Equivalents

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 March 31, 2024 and 2023.

Principles of Consolidation

Principles of Consolidation

Translation Adjustment

Translation Adjustment

Comprehensive Income

Comprehensive Income

Stock-based Compensation

Stock-based Compensation

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

Income Taxes

Income Taxes

Revenue Recognition

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

WARRANTS (Tables)

12 Months Ended

Mar. 31, 2024

Warrants

SCHEDULE OF WARRANT ACTIVITIES

	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		—		$	—		—
Expired		—		$	—		—
Exercised		(306,000	)	$	—		—
Outstanding, March 31, 2024		6,329,000		$	1.00		1.35	$	—

INCOME TAX (Tables)

12 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

Significant components of our deferred tax assets and deferred tax liabilities consist of the following:

	March 31, 2024			March 31, 2023
Deferred Tax Assets:
Net operating loss carryforwards	$	2,375,300		$	2,313,000
Valuation allowance		(2,375,300	)		(2,313,000	)
Net deferred tax assets	$	—		$	—

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)						12 Months Ended
	Feb. 23, 2023	Mar. 15, 2022	Mar. 11, 2022	Oct. 12, 2021	Jan. 31, 2020	Mar. 31, 2024	May 16, 2024	Jun. 01, 2023	Mar. 31, 2023
Cash consideration for shares						$ 1,750,000
Common stock, par value						$ 0.001			$ 0.001
Mag Mile Capital Inc [Member]
Equity interest acquired, percentage								4.99%
Orocidin A/S [Member] \| Subsequent Event [Member]
Equity interest acquired, percentage							95.00%
Asset Purchase Agreement [Member]
Purchase price of asset					$ 7,250,000
Stock Purchase Agreement [Member] \| Reddington Partners LLC [Member]
Stock issued during period, shares, new issues				5,114,475
Percentage of outstanding common stock		90.00%		90.00%
Cash consideration for shares				$ 400,000
Reverse stock split			1-for 50 reverse stock split
Common stock owned		5,114,475
Stock Purchase Agreement [Member] \| Reddington Partners LLC [Member] \| First Closing [Member]
Stock issued during period, shares, new issues			422,725
Stock Purchase Agreement [Member] \| Reddington Partners LLC [Member] \| Second Closing [Member]
Stock issued during period, shares, new issues		4,691,750
Contribution Agreement [Member]
Stock issued during period, shares, new issues	2,500,000
Percentage of outstanding common stock	100.00%
Common stock, par value	$ 0.001
Contribution Agreement [Member] \| Nordicus Partners A/S [Member]
Ownership percentage	100.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Dilutive shares of common stock from warrants	6,329,000	6,635,000
Unrecognized tax benefits	$ 0	$ 0
Revenue	2,500
Deferred revenue	$ 7,500

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 43,883,527	$ 42,197,663

INVESTMENTS (Details Narrative) - GK Partners [Member] - Restricted Stock [Member]	Jun. 20, 2023 USD ($) $ / shares shares
Defined Benefit Plan Disclosure [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	2,500,000
Myson, Inc. [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	5,000,000
Stock Issued During Period, Value, Restricted Stock Award, Gross \| $	$ 1,750,000
Shares Issued, Price Per Share \| $ / shares	$ 0.70

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)									1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 08, 2024	Aug. 24, 2023	Jul. 26, 2023	Jun. 26, 2023	Jun. 20, 2023	Apr. 17, 2023	Feb. 23, 2023	Feb. 14, 2023	Sep. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 22, 2023	Apr. 11, 2022
Related Party Transaction [Line Items]
Proceeds from exercise of warrants												$ 306,000	$ 115,000
Receivable													44,481
Base salary per year												$ 118,477
Contribution Agreement [Member]
Related Party Transaction [Line Items]
Number of shares issued							2,500,000
GK Partners [Member]
Related Party Transaction [Line Items]
Warrant to purchase common stock															6,000,000
Exercise price of warrants		$ 1.00	$ 1.00	$ 1.00				$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00			$ 1.00
Warrant expiration date														Dec. 31, 2024	Dec. 31, 2023
Shares issued in exercise of warrants		30,000	25,000	25,000				115,000	25,000	126,000	75,000	306,000
Proceeds from exercise of warrants		$ 30,000	$ 25,000	$ 25,000				$ 115,000	$ 25,000	$ 126,000	$ 75,000	$ 306,000
Receivable													44,481
GK Partners [Member] \| Restricted Stock [Member]
Related Party Transaction [Line Items]
Shares issued					2,500,000
GK Partners [Member] \| Myson, Inc. [Member] \| Restricted Stock [Member]
Related Party Transaction [Line Items]
Shares issued					5,000,000
Mr. Bennett Yankowitz [Member]
Related Party Transaction [Line Items]
Legal fees												17,022	35,415
Due to related party										$ 0		$ 0	$ 6,574
Base salary per year						$ 36,000
Employment agreement term						1 year
Mr. Bennett Yankowitz [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Base salary per year	$ 60,000
Employment agreement expiration date	Apr. 01, 2025
Henrik Rouf [Member]
Related Party Transaction [Line Items]
Base salary per year						$ 72,000
Employment agreement term						1 year
Henrik Rouf [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Base salary per year	$ 120,000
Employment agreement expiration date	Apr. 01, 2025

PREFERRED STOCK (Details Narrative) - $ / shares	12 Months Ended
PREFERRED STOCK (Details Narrative) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Class of Stock [Line Items]
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued and redeemed	500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series A Junior Participating Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized	500,000

COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended		12 Months Ended
COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($)	Aug. 24, 2023	Jul. 26, 2023	Jun. 26, 2023	Jun. 20, 2023	Feb. 14, 2023	Sep. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Apr. 11, 2022
Defined Benefit Plan Disclosure [Line Items]
Total proceeds									$ 306,000	$ 115,000
GK Partners [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares issued in exercise of warrants	30,000	25,000	25,000		115,000	25,000	126,000	75,000	306,000
Exercise price per share	$ 1.00	$ 1.00	$ 1.00		$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00		$ 1.00
Total proceeds	$ 30,000	$ 25,000	$ 25,000		$ 115,000	$ 25,000	$ 126,000	$ 75,000	$ 306,000
Sale of Stock, Consideration Received on Transaction				$ 1,750,000
Share Price				$ 0.70
GK Partners [Member] \| Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Stock, Number of Shares Issued in Transaction				2,500,000
GK Partners [Member] \| Myson, Inc. [Member] \| Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Stock, Number of Shares Issued in Transaction				5,000,000

SCHEDULE OF WARRANT ACTIVITIES (Details) - Warrant [Member] - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Number of Warrants, Beginning balance	6,635,000
Weighted Average Exercise Price, Beginning balance	$ 1.00
Weighted Average Remaining Contractual term,Outstanding	1 year 4 months 6 days	1 year 2 months 15 days
Intrinsic Value, Beginning balance
Number of Warrants, Issued
Number of Warrants, Expired
Number of Warrants, Exercised	(306,000)
Number of Warrants, Ending balance	6,329,000	6,635,000
Weighted Average Exercise Price, Ending balance	$ 1.00	$ 1.00
Intrinsic Value, Ending balance

WARRANTS (Details Narrative) - USD ($)				12 Months Ended
WARRANTS (Details Narrative) - USD ($)	Dec. 22, 2023	Nov. 28, 2022	Apr. 11, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Sep. 30, 2023	Aug. 24, 2023	Jul. 26, 2023	Jun. 26, 2023	Jun. 20, 2023	Feb. 14, 2023
Deemed dividend				$ 1,387,662
David Volpe [Member]
Warrant to purchase shares		500,000
Mr. Bennett Yankowitz [Member]
Warrant to purchase shares		250,000
Volpe and Yankowitz [Member]
Exercise price of warrants		$ 1.00
Warrant expiration date		Dec. 31, 2027
Stock-based compensation					825,000
Warrant [Member] \| Volpe and Yankowitz [Member]
Exercise price		$ 1.00
Fair market value of common stock		$ 1.12
Expected term		5 years
Expected volatility		206.00%
Expected dividend rate		0.00%
Risk-free interest rate		3.88%
GK Partners [Member]
Warrant to purchase shares			6,000,000
Exercise price of warrants			$ 1.00	$ 1.00		$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00		$ 1.00
Warrant expiration date	Dec. 31, 2024		Dec. 31, 2023
Fair market value of common stock											$ 0.70
Stock-based compensation					$ 7,316,971
Number of remaining warrants	5,705,000
Deemed dividend	$ 1,387,662
GK Partners [Member] \| Warrant [Member]
Exercise price			$ 1.00
Fair market value of common stock			$ 1.22
Expected term			1 year 9 months
Expected volatility			699.79%
Expected dividend rate			0.00%
Risk-free interest rate			2.44%

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Deferred Tax Assets:
Net operating loss carryforwards	$ 2,375,300	$ 2,313,000
Valuation allowance	(2,375,300)	(2,313,000)
Net deferred tax assets

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
INCOME TAX (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Expected federal tax rate	21.00%
Operating loss carry forwards	$ 35,359,000
Operating loss limitation	NOLs from tax years up to 2017 can be carried forward twenty years
Tax benefit

SUBSEQUENT EVENTS (Details Narrative) - USD ($)					12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jun. 03, 2024	May 30, 2024	May 13, 2024	Apr. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Jun. 07, 2024	May 16, 2024
Subsequent Event [Line Items]
Proceeds from exercise of warrants					$ 306,000	$ 115,000
Officers compensation					$ 118,477
Common Stock [Member]
Subsequent Event [Line Items]
Common stock issued on exercise of warrants					306,000	115,000
Subsequent Event [Member] \| 2024 Stock Incentive Plan [Member]
Subsequent Event [Line Items]
Common stock authorized for issuance							7,000,000
Subsequent Event [Member] \| Board of Directors Chairman [Member]
Subsequent Event [Line Items]
Officers compensation	$ 20,000
Subsequent Event [Member] \| Director [Member]
Subsequent Event [Line Items]
Officers compensation	$ 10,000
Subsequent Event [Member] \| Orocidin A/S [Member]
Subsequent Event [Line Items]
Equity interest acquired, percentage								95.00%
Subsequent Event [Member] \| Orocidin A/S [Member] \| Restricted Stock [Member]
Subsequent Event [Line Items]
Number of shares issued			38,000,000
Subsequent Event [Member] \| GK Partners [Member]
Subsequent Event [Line Items]
Common stock issued on exercise of warrants		30,000		30,000
Exercise price of warrants		$ 1.00		$ 1.00
Proceeds from exercise of warrants		$ 30,000		$ 30,000
Subsequent Event [Member] \| Orocidin A/S [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued			525,597
Outstanding shares percentage			95.00%

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