RGPX Regenerex Pharma Inc (PK)

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2024

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

 

Commission File No. 000-53230

 

REGENEREX PHARMA, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada		98-0479983
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

 

5348 Vegas Drive #177

Las Vegas, NV 89108

(Address of principal executive offices)

 

(877) 761-7479

Registrant’s telephone number, including area code

 

Indicate by check mark whether the Registrant (1) has filed all reports required 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 [X ] No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[   ]
Non-Accelerated filer	[  ]	Smaller reporting company	[X]
		Emerging growth company	[X]

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).

Yes [ ] No [X]

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

  

Class		Outstanding at August 7, 2024
Common stock, $0.001 par value		278,255,910

 

“Explanatory Note Regarding Forward-Looking Statements:”

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

 

	•	our ability to add new customers;
	•	the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position, and cash flows;
	•	the potential benefits of and our ability to maintain our relationships, and establish or maintain future collaborations or strategic relationships or obtain additional funding;
	•	our marketing capabilities and strategy;
	•	our ability to maintain a cost-effective program;
	•	our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;
	•	our competitive position, and developments and projections relating to our competitors and our industry;
	•	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and
	•	the impact of laws and regulations.

 

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

 

REGENEREX PHARMA, INC.

INDEX TO FORM 10-Q FILING

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

TABLE OF CONTENTS

 

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Balance Sheets	5
	Statements of Operations	6
	Statements of Cash Flows	7
	Statements of Stockholders’ Deficit	8
	Notes to Financial Statements	9
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mining Safety Disclosures	23
Item 5	Other Information	23
Item 6.	Exhibits	23
CERTIFICATIONS
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

 

4

 

PART I

FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

REGENEREX PHARMA, INC.

BALANCE SHEETS

(UNAUDITED)

 

		June 30, 2024				March 31, 2024
ASSETS
Current Assets
Cash and equivalents	$	—			$	372
Prepaid expenses		2,357				2,540
Total Current Assets		2,357				2,912
Website, net of accumulated amortization of $29,986 and $29,272, as of June 30, 2024 and March 31, 2024, respectively		614				1,328
Furniture and computer equipment, net of accumulated depreciation of $2,030 and $1,600 as of June 30, 2024 and March 31, 2024		5,667				6,097
Right of use assets		720,452				756,343
Total Assets	$	729,090			$	766,680
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	160,696			$	116,760
Related party advances		5,290				3,690
Accrued compensation		608,732				511,847
Other accrued liabilities		106,971				97,251
Current portion of notes payable to shareholder		604,609				475,050
Current portion of notes payable to related parties		168,726				110,500
Current portion of notes payable		2,584,232				2,400,000
Current portion of lease liabilities		174,259				128,264
Total Current Liabilities		4,413,515				3,843,362
Notes payable to shareholder, net of current portion		—				119,114
Notes payable, net of current portion		—				184,232
Lease liabilities, net of current portion		628,964				681,798
Total Liabilities		5,042,479				4,828,506
Commitments and Contingencies (Note 7)		-				-
Stockholders’ Deficit
Common stock: $0.001 par value: 675,000,000 shares authorized: 278,255,910, and 278,225,910 issued and outstanding at June 30, 2024 and March 31, 2024		278,256				278,226
Additional paid-in capital		1,296,765				1,275,798
Accumulated deficit		(5,888,410	)			(5,615,850	)
Total Stockholders’ Deficit		(4,313,389	)			(4,061,826	)
Total Liabilities and Stockholders’ Deficit	$	729,090			$	766,680

 

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

5

 

REGENEREX PHARMA, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

	For the Three Months Ended
	June 30,
	2024				2023
Operating Expenses:
General and administrative	$	254,280			$	160,174
Total Operating Expenses		254,280				160,174
Operating Loss		(254,280	)			(160,174	)
Other (Expense):
Interest expense		(22,333	)			(18,506	)
Foreign currency gain (loss)		4,053				(6,895	)
Total Other Expense		(18,280	)			(25,401	)
Net Loss	$	(272,560	)		$	(185,575	)
Basic and Diluted Loss per Common Share	$	(0.00	)		$	(0.00	)
Weighted Average Number of Common Shares Outstanding		278,226,240				277,156,286

 

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

 

6

 

REGENEREX PHARMA, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

	For the Three Months Ended
	June 30,
	2024				2023
Cash Flows from Operating Activities:
Net loss	$	(272,560	)		$	(185,575	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization		1,144				831
Foreign currency adjustment		(4,053	)			6,895
Stock-based compensation		20,997				34,554
Amortization of ROU assets, net of liabilities		29,052				380
Changes in operating assets and liabilities:
Prepaid expenses		183				(23,300	)
Accounts payable		63,300				93,792
Accrued compensation		96,885				—
Other accrued liabilities		9,720				(48,814	)
Net cash used in operating activities		(55,332	)			(121,237	)
Cash Flows from Investing Activities:
Purchase of furniture and computer equipment		—				(3,629	)
Net cash used in investing activities		—				(3,629	)
Cash Flows from Financing Activities:
Related party advances, net		1,600				1,485
Proceeds from notes payable to related party		53,360				—
Proceeds from sale of common stock and warrants		—				190,000
Net cash provided by financing activities		54,960				191,485
Increase (decrease) in cash and equivalents		(372	)			66,619
Cash and cash equivalents, beginning of period		372				1,135
Cash and cash equivalents, end of period	$	—			$	67,754
Supplemental Cash Flow Information – Cash Paid For:
Income taxes	$	—			$	—
Interest	$	—			$	—
Non-Cash Investing and Financing Activities:
Accrued interest converted into note payable to shareholder	$	14,264			$	20,451
Accrued interest converted into note payable to related parties	$	4,866			$	—
Accrued interest converted into note payable	$	—			$	52,545
Operating leases, ROU asset and liabilities	$	—			$	953,535

  

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

7

 

REGENEREX PHARMA, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(UNAUDITED) 

 

	Common Stock
	Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Stockholders’ Deficit
Balance at March 31, 2023	277,112,660			$	277,113			$	671,963			$	(2,072,023	)		$	(1,122,947	)
Shares and warrants sold for cash	190,000				190				189,810				—				190,000
Stock-based compensation	30,000				30				34,524				—				34,554
Net loss	—				—				—				(185,575	)			(185,575	)
Balance at June 30, 2023	277,332,660			$	277,333			$	896,297			$	(2,257,598	)		$	(1,083,968	)
Balance at March 31, 2024	278,225,910			$	278,226			$	1,275,798			$	(5,615,850	)		$	(4,061,826	)
Stock-based compensation	30,000				30				20,967				—				20,997
Net loss	—				—				—				(272,560	)			(272,560	)
Balance at June 30, 2024	278,255,910			$	278,256			$	1,296,765			$	(5,888,410	)		$	(4,313,389	)

 

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

 

8

 

 

REGENEREX PHARMA, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – NATURE OF OPERATIONS

 

Regenerex Pharma, Inc., (the “Company” or “Regenerex”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.

 

On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15^th of the following month, for a period of 60 months.  On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for an interest-free two million four hundred thousand dollars ($2,400,000) note payable that is due August 17, 2024.  The note payable is due within twelve (12) months of the date of the agreement.  If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance.

 

The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter the wound treatment market in the U.S.

 

Risks and Uncertainties

 

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position, and cash flows.

 

The Company has a lack of revenue history and has had a limited history of operations.  No revenue has historically been derived from the assets purchased.  Regenerex can give no assurance of success or profitability to the Company’s investors.

The wound care healing space is well suited for Home Care service providers that are funded by the US Government. Strategic planning and development will be performed internally by the Company.

 

NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

 

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

 

Operating results for the three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending March 31, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2024 included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

9

 

NOTE 3 – GOING CONCERN

 

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations and had an accumulated deficit of $5,888,410 as of June 30, 2024. The Company also has excess liabilities over assets of $4,313,389. These factors raise doubt about the Company’s ability to continue as a going concern.

 

The Company requires significant cash to launch its business and reduce its payable.  Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability.

 

However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital.  If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

 

These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.

 

NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

 

The Company will record revenue under Accounting Standards Codification (“ASC”) 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.

 

We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models.  The Company will defer revenue where the earnings process is not yet complete.  To date, no revenue has been generated from the asset acquisition disclosed in Note 1.

 

Earnings per Share

 

Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.

 

During the three months ended June 30, 2024, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive.  Conversion of outstanding warrants may result in approximately one million additional shares of common stock outstanding.  As of June 30, 2024 and 2023, the Company had common share warrants outstanding of 2,734,250 and 1,115,000, respectively.

10

 

Website

 

Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three months ended June 30, 2024 and 2023 was $714 and $715, respectively.

 

Furniture and Computer Equipment

 

Furniture and computer equipment are stated at cost, less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years.  Depreciation expense for the three months ended June 30, 2024 and 2023 was $430 and $116.  Significant betterments are capitalized while purchases under $500 are expensed as incurred.

 

Right of Use Assets and Lease Liabilities

 

The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of June 2024.

 

The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remaining lease term.

 

Stock-Based Payments

 

The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.

 

Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the number of share-based awards that will be forfeited prior to vesting.

 

The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.

 

Research and Development

 

We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes.  Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product.  We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.

11

 

Recent Accounting Pronouncements

 

The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer (see note 6).

 

On June 10, 2023, the Company, has entered into an agreement with Woundcare Labs, LLC., a party related to the CFO and CEO of the Company, to lease a plant and to lease equipment in Tennessee. (see note 8).

 

Related Party Advances

 

The Company’s former Chief Financial Officer (“CFO”) had advanced the Company monies for operating expenses; no amounts were advanced during the periods presented.  The advances were due on demand, but no later than June 30, 2023.  The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019.  During the three months ended June 30, 2023, this note was transferred to a relative of the former CFO and was renewed upon maturity in the principal amount of $131,687 plus interest accrued as at June 30, 2023 in the amount of $52,545.  Interest expense was $3,285 and $3,285 during the three-month periods ended June 30, 2024 and 2023, respectively.  This transaction is no longer considered related party in nature, and thus is included in Notes payable in the accompanying balance sheet.

 

The Company’s Chief Executive Officer (“CFO”) advanced the Company monies for operating expenses in the net amount of $1,600 and $1,485 during the three months ended June 30, 2024 and June 30, 2023.  The advances are due on demand.

 

The related party advances totaled $5,290 and $3,690 as at June 30, 2024 and March 31, 2024, respectively.

 

Notes Payable to Related Parties

 

During the three-month periods ended June 30, 2024 and 2023, the Company’s CFO and the Company’s CEO advanced the Company monies for operating expenses in the amount of $53,360 and $0, respectively.  No repayment was made during the three-month periods ended June 30, 2024 and 2023.  The advances are due on demand and accrue interest at ten (10) percent per annum.  Repayment is due no later than six months after the date of issue and range from September 4, 2024 to December 21, 2024.

 

The related party notes payable totaled $168,726 and $110,500 as at June 30, 2024 and March 31, 2024.  Interest expenses were $3,169 and $981 during the three-month periods ended June 30, 2024 and 2023, respectively, which is included in other accrued liabilities.

 

Note Payable to Shareholder

 

As at June 30, 2024 and March 31, 2024, the Company had various promissory notes with total outstanding principal balances of $604,609 and $594,164, respectively, due to a shareholder of the Company.  These notes are unsecured, bear interest at 10% per annum, and have maturity dates ranging from July 2, 2024 to June 17, 2025.

 

During the three-months ended June 30, 2024, notes with principal amounts totaling approximately $38,500 ($51,600 Canadian Funds) that came due during the period were reissued in the total principal amount of approximately $41,800 ($55,980 Canadian Funds) which included the principal amount plus accrued interest of approximately $3,300  ($4,380 Canadian Funds.)  These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due six (6) months after the date of issue.

12

 

During the three-months ended June 30, 2024, notes with principal amounts totaling approximately $116,735  that came due during the period were reissued in the total principal amount of $127,672 which included the principal amount plus accrued interest of $10,937. These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due six (6) months after the date of issue.

 

Aggregate interest expense was $14,570 and $14,240 during the three months ended June 30, 2024 and 2023, which is included in other accrued liabilities at June 30, 2024 and March 31, 2024, respectively.

 

NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY

 

On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.

 

On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable.  The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development.   The note payable is due within twelve (12) months of the date of the agreement and is included in current liabilities.  If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance.

The Technology Platforms include but are not limited to:

 

	A.	Proteomic research platforms which include proprietary blends.
	B.	Combination design Techniques
	C.	Patent Pending Proprietary Blends
	D.	Patent Pending Formulas
	E.	Trademarks and all pending Trademarks
	F.	510K USA FDA, information, and Know-how for application
	G.	All Clinical trials, (Right to use)
	H.	CE mark (International)
	I.	Regenerex Library formula incorporated in the Wound Healing Technology.
	J.	Wound Healing Technology QBX
	K.	Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark.

 

Products:

	1.	Xcellderma over the counter product.
	2.	Accelerex, combination product as a drug device.
	3.	Accelerex in a tube.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers.

13

 

See Note 6 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Asset Purchase Agreement. Payments made to the Company’s CEO and CFO in connection with the Asset Purchase Agreement are $43,500 as at June 30, 2024 and March 31, 2024. The outstanding liability of $15,488 as at June 30, 2024 and March 31, 2024 is included in other accrued liabilities.

 

NOTE 8 – OPERATING LEASES

 

On April 1, 2023, the Company entered into an office lease agreement commencing in May 2023 which expires on April 30, 2028.  Under this agreement, the monthly rental payments are $1,650 throughout the term of the lease.  The Company is required to pay for all utilities used on the premises and has paid a security deposit of $800 which is included in prepaid expenses.

 

On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920, The Company is working to have the premise certified by the FDA and will pay all related costs. Until the certification is complete, the monthly rent is reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027. The lease payment due June 15, 2024 is extended to September 15, 2024 with an extension fee of five hundred ($500) due August 5, 2024.

 

During the three-month periods ended June 30, 2024 and 2023 the operating lease cost was $55,602 and $21,600 respectively and is included in general and administrative expenses in the accompanying financial statements.

 

NOTE 9 – STOCKHOLDERS’ DEFICIT

 

The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share.

 

During each of the three months ended June 30, 2024 and 2023, the Company issued 30,000 shares to board members for services rendered. During each of the three months ended June 30, 2024 and 2023, stock-based compensation of $5,400 was expensed within general and administrative expenses.

 

During the three months ended June 30, 2024 and 2023, the Company issued 126,000 and 45,000 warrants to board members and consultants for services rendered with a total grant date fair value of $12,561 and $4,554, respectively. Total stock-based compensation expense of $15,597 and $4,554, respectively, was recorded in connection with these awards during the three-month periods ended June 30, 2024 and 2023.  The warrants are vested and contain an exercise price of $0.33 per share, and expire on dates ranging from July 1, 2029 to July 1, 2030.

 

The warrant fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate ranging from 4.33% to of 5.19%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 80.0%.

 

The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards.

 

As of the date of this valuation, the Companies stock was not trading.  The volatility was not calculated on each date shares were issued but was calculated at the end of the quarterly reporting period prior to the date the warrants were issued.  The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility.

14

 

The dividend yield assumption for equity awards granted is based on Company’s history and expectation of dividend payouts.  The Company has never declared or paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.

 

The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.18 per share based upon an allocation of the recent cash price paid for common stock and warrants.

 

As of June 30, 2024, 2,734,250 warrants had been issued all of which are vested. None of the warrants have been exercised.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Subsequent to June 30, 2024, one (1) promissory note with a shareholder was reissued in the principal amount of $1,081 which included the original principal of $901 plus interest of $180.

 

Subsequent to June 30, 2024, six (6) promissory notes with a shareholder were reissued in the principal amount of approximately $101,000 ($139,410 Canadian Funds) which included the original principal of approximately $95,100 ($131,400 Canadian Funds) plus interest of approximately $5,900 ($8,010 Canadian Funds).

 

These notes bear interest at ten (10) percent per annum with principal and interest due from six months after the date of issue ranging from January 2, 2025 to February 7, 2025.

 

Subsequent to June 30, 2024, one (1) promissory note with a related party was issued in the amount of fifty-six thousand five hundred dollars ($56,500).  The note is unsecured and bears interest at ten (10) percent per annum with principal and interest due January 18, 2025.

 

15

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

In this Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Regenerex Pharma, Inc. unless the context requires otherwise.

 

Forward-Looking Statements

 

The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

 

Estimated COVID-19 impacts and uncertainties

COVID-19 has severely impacted, and is expected to continue to impact, the economies of the U.S. and other countries around the world COVID-19 has created significant public health concerns as well as significant volatility, uncertainty, and economic disruption in every region in which we operate, all of which have adversely affected and may continue to adversely affect our industries and our business operations. Further, financial and credit markets have experienced and may again experience volatility.

 

Beginning in our first fiscal quarter of 2020, the novel coronavirus known as “COVID-19" began to spread throughout the world, resulting in a global pandemic. The pandemic triggered a significant downturn in global commerce as early as February 2020 and the challenging market conditions continued throughout the second half of fiscal 2020; through 2021 and into the first half of fiscal 2022 and may continue for an extended period of time.

 

COVID-19 continued to affect global economic conditions during the three months ended June 30, 2024. The Company expects this will continue in the Company’s third quarter. The situation surrounding COVID-19 remains fluid, and we are actively managing our response in collaboration with team members and business partners and assessing potential impacts to our financial position and operating results, as well as developments in our business.

 

Operations and New Developments

On November 15, 2021, the Company entered into an Related Party Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15^th of the following month, for a period of 60 months.

 

On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) interest-free due August 17, 2024.  The note payable is due within twelve (12) months of the date of the agreement.  If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance.

 

The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.

 

Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products.

16

 

Business of Issuer

 

The business of Regenerex Pharma, Inc., (the “Company” or “Regenerex Pharma,”), is to develop and market Woundcare Healing products.  The Company has three technologies for different types of wound conditions;

 

•

The first is for closing chronic wounds,

•

the second is for accelerating closure of acute or surgical wounds, and

•

the third solves the issue on contamination of all types of wounds including the destruction of biofilms.

 

The current product technology provides the Company a number of complete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. and global markets.

 

Products:

 

1.

Xcellderma OTC - Liquid Bandage Skin Protectant Xcellderma™ products are sterile wound dressings and are effective for treating diabetic foot ulcers, pressure ulcers, and other chronic wounds. During the last several years, a scientific and medical consensus has emerged that elevated protease levels impede wound healing. QBx™ the active ingredient down regulates the production of certain proteases and matrix metalloproteases, or MMPs, which are protein enzymes that are proven to impede the healing of a majority of chronic wounds. Approximately 80% of chronic wounds display elevated levels of proteases (including MMPs).

 

2.

Accelerex Sterile Wound Cream - The first commercially available medical device, Accelerex, is for the treatment of a wide variety of chronic and acute wounds. Accelerex is a custom-designed, FDA and CE approved unit-dose, sterile wound dressing impregnated with an ointment containing QBx. Chronic wounds are generally defined as wounds that have not healed after thirty days of consistent clinical treatment, and include diabetic ulcers, burns, pressure ulcers (bedsores), and venous stasis ulcers. The Company’s broadly-enabling technology was discovered from oak bark extract and referred to as QBx™.

 

3.

Accelerex Impregnated Sterile Wound Dressing - For use as a wound dressing to manage pressure ulcers (stages I-IV), stasis ulcers, diabetic skin ulcers, skin irritations, cuts, and abrasions. FDA-cleared, prescription-only combination device that blends the benefits of a wound dressing with two drug components. Provides 3 modes of action to help treat acute and chronic wounds: Protective dressing, moisturizing ointment and 2 drug components: rubidium chloride and potassium chloride.

 

Regenerex System has been shown in many clinical trials to successfully close up to 95% of non-responding chronic wounds within 90 days. The wounds clinically tested had already been subject to current protocols of treatment and failed to heal. Competitive clinical trials indicated there isn’t another System that has the ability to close chronic wounds at these levels and speed. Not only does the System close chronic wounds relatively quickly but it does so at a very reasonable cost.

 

QBx™ contributes to setting up a suitable environment to allow wounds to close.  Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases.  Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.

 

Our QBx™ technology is the most efficacious, and clinically proven Chronic wound Care product in the world. Chronic wounds are those that fail to progress through a normal, orderly, and timely sequence of repair. They are not only characterized by delayed healing for weeks, months, or even years, but also by a resistance to treatment with conventional dressings and therapies. They impart a particularly devastating financial and quality-of-life burden on individuals suffering from the wounds and are frustrating for the caregivers and clinicians who attempt to manage, but fail to heal, these wounds.

17

 

Non-healing chronic wounds are thought to be a consequence of factors that affect both the production of new tissue and the elevated destruction of existing tissue. Biochemically, these wounds appear to be stuck in a catabolic, inflammatory phase that is hostile to local growth factors and the activity of fibroblasts and keratinocytes.  Increases in matrix metalloproteinases (MMPs) MMP-2 and MMP-9 are of significance in non-healing chronic wounds.

 

MMPs are a group of zinc-containing proteolytic enzymes that play an important role in the remodeling of the extracellular matrix of wounds.  An overproduction of MMPs may result in degradation of the extracellular matrix and inactivation of vital growth factors.  A precisely orchestrated balance of MMP production and their natural inhibitors (TIMPs) is needed.

 

Additionally, it is theorized that wounds stuck in the inflammatory phase persistently overproduce free radicals or reactive oxygen species (ROS).  At low concentration and early in the inflammatory phase of wound healing, ROS such as hydrogen peroxide (H2O2), have a positive effect on healing through stimulation of fibroblast proliferation. However, persistent overproduction of ROS is thought to be detrimental to healing.  A new treatment strategy has emerged focused upon manipulating the expression of genes which control the endogenous production of MMPs and TIMPs within the local wound environment.  Contrary to modalities designed to sequester MMPs and/or act as a competitive substrate for protease activity, this technology strategy relies on delivery of metal ions into the wound to help regulate gene expression for the production of MMPs and TIMPs, thus bringing them into balance. These metal ions are delivered via a polyethylene glycol based, QBx™ ointment, which also contains citric acid to help normalize wound pH and reduce ROS activity. The QBx™ ointment is delivered via a tube or an acetylated regenerated cellulose carrier which allows for the passage of wound drainage and is non-fiber shedding. The entire composition is marketed as our primary wound dressing called Accelerex™.

 

Approximately 80% of chronic wounds display elevated levels of MMPs. Traditionally, however, these wounds have been managed with simple gauze and gauze-like dressings to cover and protect the wound. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment. This void in the treatment regimen offers a unique market advantage. QBx™ contributes to creating a suitable environment to allow wounds to close. These formularies are based on Proteases Down Regulating Technology and provide the System for a comprehensive suite of wound care products focused on the treatment of chronic wounds.

 

Chronic wounds impose significant costs to the US economy.  Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost.  Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2021, there were more than 8.3 million Americans suffering from chronic wounds. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.

 

The most common chronic wounds are diabetic foot ulcers and pressure ulcers. The increasing number of Americans with diabetes and obesity we well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise.  In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect.  The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.

 

Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.”  These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance.  Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer.  The Company’s first markets will be those segments that are totally “at risk” for single payments to close the wounds.  Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.

18

 

The Company has purchased proprietary wound care formulations, and has entered into an agreement, dated June 10, 2023, with Woundcare Labs, LLC to lease a plant and equipment in Tennessee. We expect to launch our sales initiative during the Company’s third quarter of our fiscal year ending March 31, 2025. 

 

Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products. The Company has engaged into an agreement as of June 11, 2023, in the amount of $45,000, with First Forte Consultancy in the UAE to assist in meetings and road shows, introducing potential clients for distribution of the companies wound care product. $22,500 was paid June 15, 2023, and the balance of $22,500 is to be paid after the road shows and meetings are completed, in the Company’s fourth quarter.

 

Financial Results and Trends

 

Results of Operations for the Three Months Ended June 30, 2024 and 2023

 

At present, the Company has $0 revenue during the three months ended June 30, 2024 and 2023. Net loss increased from $185,575 for the three months ended June 30, 2023 to $272,560 for the three months ended June 30, 2024 due to an increase in payroll, expense, lease costs and accounting fees.

 

Liquidity and Capital Resources

 

The Company requires significant cash to launch its business and reduce its payables. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. The Company’s primary sources of liquidity and capital resources have been notes payable and raising equity capital, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

 

Cash Flow

 

The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows: 

	Three Months Ended
	June 30,
	2024				2023
Net cash (used in) provided by:
Operating activities	$	(55,332	)		$	(121,237	)
Investing activities	$	—			$	(3,629	)
Financing activities	$	54,960			$	191,485

 

Operating Activities

 

Cash used in continuing operating activities was $55,332 and $121,237 for the three months ended June 30, 2024 and 2023, respectively. The decrease in cash used in operating activities was primarily due to an increase in accrued compensation, accounts payables and accrued liabilities offset by a lesser increase in net loss and foreign currency adjustments.

19

 

Investing Activities

 

Cash used in investing activities was $0 and $3,629 for the three months ended June 30, 2024 and 2023. The decrease in cash used was due the purchase of furniture and fixtures in the three-months ended June 30, 2023.

 

Financing Activities

 

Cash provided by financing activities was $54,960 and $191,485 for the three months ended June 30, 2024 and 2023, respectively. The decrease in cash provided by financing activities was primarily due no sale of stock.

 

Off-Balance Sheet Arrangements

 

None.

20

 

WHERE YOU CAN FIND MORE INFORMATION

 

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We had no material changes in market risk from those described in “Item 2—Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K.

 

ITEM 4. CONTROLS AND PROCEDURES

 

This report includes the certification of our Chief Executive Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

 

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company maintained effective internal control over financial reporting as of June 30, 2024, as such term is defined in Exchange Act Rule 13a-15(f).

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.

 

As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2024.

 

Management’s Report on Internal Control over Financial Reporting

 

Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

21

 

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were not effective and that material weaknesses existed in the following area as of June 30, 2024.

 

We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding complex and non-routine transactions.  Management recognized that during the preparation of our Financial Statements, the Company recorded material post close adjustments.  This situation led to delays in the process and evidenced the need to improve the existent control environment including the experience and knowledge of the team.  Management will continue to seek guidance from third-party experts and consultants to gain a thorough understanding of these transactions.

 

Our management will continue to monitor and evaluate the designation, implementation and effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implement additional enhancements or improvements, as necessary.

 

Inherent Limitations on Internal Controls

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:

 

	●	Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes;
	●	Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override;
	●	The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;
	●	Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and
	●	The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

22

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

As of June 30, 2024, the Company is not involved in any material litigation.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

 

During the three months ended June 30, 2023, the Company issued one hundred ninety thousand (190,000) shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of one hundred ninety thousand ($190,000) dollars. Five warrants were issued for each share purchased, for a total of nine hundred fifty thousand (950,000) warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreement.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

There is no information with respect to which information is not otherwise called for by this form.

  

ITEM 6. EXHIBITS

 

Exhibits

 

3.0	Articles of Incorporation.  Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.
3.1	Amended Articles of Incorporation.  Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.
3.2	Amended Articles of Incorporation.  Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.
3.3	Corporate Bylaws.  Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.
10.1	Advance from Shareholder of Regenerex Parama, Inc.  Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

 

 

23

 

 

SIGNATURES

 

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

 

Registrant	Regenerex Pharma, Inc.
Date: August 7, 2024	By:	/s/ Gregory Pilant
	Gregory Pilant
	Chief Executive Officer

  

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Exhibit 31.1

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934 for the period ending June 30, 2024

 

I, Gregory Pilant, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of Regenerex Pharma, Inc.;
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 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 registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) 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 registrant 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 registrant, including its subsidiaries, 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 registrant’s disclosure 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 evaluations: and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’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 registrant’s internal control over financial reporting.

 

Registrant	Regenerex Pharma, Inc.
Date: August 7, 2024	By:	/s/ Gregory Pilant
	Gregory Pilant
	Chief Executive Officer (Principal Executive Officer)

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---

Exhibit 31.2

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934 for the period ending June 30, 2024

 

I, Deborah Pilant, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of Regenerex Pharma, Inc.;
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 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 registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) 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 registrant 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 registrant, including its subsidiaries, 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 registrant’s disclosure 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 evaluations: and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’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 registrant’s internal control over financial reporting.

 

Registrant	Regenerex Pharma, Inc.
Date: August 7, 2024	By:	/s/ Deborah Pilant
	Deborah Pilant
	Chief Financial Officer (Principal Financial Officer)

 

---

---

Exhibit 32.1

 

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the Quarterly Report of Regenerex Pharma, Inc. (the ‘Company’) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the ‘Report’), I, Gregory Pilant, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Registrant	Regenerex Pharma, Inc.
Date: August 7, 2024	By:	/s/ Gregory Pilant
	Gregory Pilant
	Chief Executive Officer (Principal Executive Officer)

 

---

---

Exhibit 32.2

 

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the Quarterly Report of Regenerex Pharma, Inc. (the ‘Company’) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the ‘Report’), I, Gregory Pilant, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Registrant	Regenerex Pharma, Inc.
Date: August 7, 2024	By:	/s/ Deborah Pilant
	Deborah Pilant
	Chief Financial Officer (Principal Financial Officer)

 

---

v3.24.2.u1

Cover - shares	3 Months Ended
	Jun. 30, 2024	Aug. 07, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--03-31
Entity File Number	000-53230
Entity Registrant Name	REGENEREX PHARMA, INC.
Entity Central Index Key	0001357878
Entity Tax Identification Number	98-0479983
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5348 Vegas Drive #177
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89108
City Area Code	(877)
Local Phone Number	761-7479
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		278,255,910

v3.24.2.u1

BALANCE SHEETS (UNAUDITED) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Current Assets
Cash and equivalents		$ 372
Prepaid expenses	2,357	2,540
Total Current Assets	2,357	2,912
Website, net of accumulated amortization of $29,986 and $29,272, as of June 30, 2024 and March 31, 2024, respectively	614	1,328
Furniture and computer equipment, net of accumulated depreciation of $2,030 and $1,600 as of June 30, 2024 and March 31, 2024	5,667	6,097
Right of use assets	720,452	756,343
Total Assets	729,090	766,680
Current Liabilities
Accounts payable	160,696	116,760
Related party advances	5,290	3,690
Accrued compensation	608,732	511,847
Other accrued liabilities	106,971	97,251
Current portion of notes payable	2,584,232	2,400,000
Current portion of lease liabilities	174,259	128,264
Total Current Liabilities	4,413,515	3,843,362
Notes payable, net of current portion		184,232
Lease liabilities, net of current portion	628,964	681,798
Total Liabilities	5,042,479	4,828,506
Commitments and Contingencies (Note 7)
Stockholders’ Deficit
Common stock: $0.001 par value: 675,000,000 shares authorized: 278,255,910, and 278,225,910 issued and outstanding at June 30, 2024 and March 31, 2024	278,256	278,226
Additional paid-in capital	1,296,765	1,275,798
Accumulated deficit	(5,888,410)	(5,615,850)
Total Stockholders’ Deficit	(4,313,389)	(4,061,826)
Total Liabilities and Stockholders’ Deficit	729,090	766,680
Shareholder [Member]
Current Liabilities
Current portion of notes payable	604,609	475,050
Notes payable, net of current portion		119,114
Other Affiliates [Member]
Current Liabilities
Current portion of notes payable	$ 168,726	$ 110,500

v3.24.2.u1

BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Statement of Financial Position [Abstract]
Finite-Lived Intangible Assets, Accumulated Amortization	$ 29,986	$ 29,272
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 2,030	$ 1,600
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	675,000,000	675,000,000
Common Stock, Shares, Issued	278,255,910	278,225,910
Common Stock, Shares, Outstanding	278,255,910	278,225,910

v3.24.2.u1

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating Expenses:
General and administrative	$ 254,280	$ 160,174
Total Operating Expenses	254,280	160,174
Operating Loss	(254,280)	(160,174)
Other (Expense):
Interest expense	(22,333)	(18,506)
Foreign currency gain (loss)	4,053	(6,895)
Total Other Expense	(18,280)	(25,401)
Net Loss	$ (272,560)	$ (185,575)
Basic and Diluted Loss per Common Share	$ (0.00)	$ (0.00)
Weighted Average Number of Common Shares Outstanding	278,226,240	277,156,286

v3.24.2.u1

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities:
Net loss	$ (272,560)	$ (185,575)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization	1,144	831
Foreign currency adjustment	(4,053)	6,895
Stock-based compensation	20,997	34,554
Amortization of ROU assets, net of liabilities	29,052	380
Changes in operating assets and liabilities:
Prepaid expenses	183	(23,300)
Accounts payable	63,300	93,792
Accrued compensation	96,885
Other accrued liabilities	9,720	(48,814)
Net cash used in operating activities	(55,332)	(121,237)
Cash Flows from Investing Activities:
Purchase of furniture and computer equipment		(3,629)
Net cash used in investing activities		(3,629)
Cash Flows from Financing Activities:
Related party advances, net	1,600	1,485
Proceeds from sale of common stock and warrants		190,000
Net cash provided by financing activities	54,960	191,485
Increase (decrease) in cash and equivalents	(372)	66,619
Cash and cash equivalents, beginning of period	372	1,135
Cash and cash equivalents, end of period		67,754
Supplemental Cash Flow Information – Cash Paid For:
Income taxes
Interest
Non-Cash Investing and Financing Activities:
Accrued interest converted into note payable to shareholder	14,264	20,451
Accrued interest converted into note payable to related parties	4,866
Accrued interest converted into note payable		52,545
Operating leases, ROU asset and liabilities		953,535
Affiliated Entity [Member]
Cash Flows from Financing Activities:
Proceeds from notes payable to related party	$ 53,360

v3.24.2.u1

STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Mar. 31, 2023	$ 277,113	$ 671,963	$ (2,072,023)	$ (1,122,947)
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2023	277,112,660
Shares and warrants sold for cash	190	189,810		190,000
Stock-based compensation	$ 30	$ 34,524		$ 34,554
Net loss			(185,575)	(185,575)
Ending balance, value at Jun. 30, 2023	$ 277,333	896,297	(2,257,598)	(1,083,968)
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2023	277,332,660
Beginning balance, value at Mar. 31, 2024	$ 278,226	1,275,798	(5,615,850)	$ (4,061,826)
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2024	278,225,910			278,225,910
Stock-based compensation	$ 30	20,967		$ 20,997
Net loss			(272,560)	(272,560)
Ending balance, value at Jun. 30, 2024	$ 278,256	$ 1,296,765	$ (5,888,410)	$ (4,313,389)
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2024	278,255,910			278,255,910

v3.24.2.u1

NATURE OF OPERATIONS	3 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NOTE 1 – NATURE OF OPERATIONS   Regenerex Pharma, Inc., (the “Company” or “Regenerex”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.   On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months.  On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for an interest-free two million four hundred thousand dollars ($2,400,000) note payable that is due August 17, 2024.  The note payable is due within twelve (12) months of the date of the agreement.  If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance.   The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter the wound treatment market in the U.S.   Risks and Uncertainties   Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position, and cash flows.   The Company has a lack of revenue history and has had a limited history of operations.  No revenue has historically been derived from the assets purchased.  Regenerex can give no assurance of success or profitability to the Company’s investors. The wound care healing space is well suited for Home Care service providers that are funded by the US Government. Strategic planning and development will be performed internally by the Company.

v3.24.2.u1

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS	3 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS	NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS   The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.   Operating results for the three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending March 31, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2024 included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

v3.24.2.u1

GOING CONCERN	3 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN   These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations and had an accumulated deficit of $5,888,410 as of June 30, 2024. The Company also has excess liabilities over assets of $4,313,389. These factors raise doubt about the Company’s ability to continue as a going concern.   The Company requires significant cash to launch its business and reduce its payable.  Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability.   However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital.  If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.   These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.

v3.24.2.u1

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES   Revenue Recognition   The Company will record revenue under Accounting Standards Codification (“ASC”) 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.   We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models.  The Company will defer revenue where the earnings process is not yet complete.  To date, no revenue has been generated from the asset acquisition disclosed in Note 1.   Earnings per Share   Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.   During the three months ended June 30, 2024, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive.  Conversion of outstanding warrants may result in approximately one million additional shares of common stock outstanding.  As of June 30, 2024 and 2023, the Company had common share warrants outstanding of 2,734,250 and 1,115,000, respectively.   Website   Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three months ended June 30, 2024 and 2023 was $714 and $715, respectively.   Furniture and Computer Equipment   Furniture and computer equipment are stated at cost, less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years.  Depreciation expense for the three months ended June 30, 2024 and 2023 was $430 and $116.  Significant betterments are capitalized while purchases under $500 are expensed as incurred.   Right of Use Assets and Lease Liabilities   The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of June 2024.   The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remaining lease term.   Stock-Based Payments   The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.   Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the number of share-based awards that will be forfeited prior to vesting.   The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.   Research and Development   We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes.  Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product.  We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.   Recent Accounting Pronouncements   The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.

v3.24.2.u1

RELATED PARTY TRANSACTIONS	3 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS   The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer (see note 6).   On June 10, 2023, the Company, has entered into an agreement with Woundcare Labs, LLC., a party related to the CFO and CEO of the Company, to lease a plant and to lease equipment in Tennessee. (see note 8).   Related Party Advances   The Company’s former Chief Financial Officer (“CFO”) had advanced the Company monies for operating expenses; no amounts were advanced during the periods presented.  The advances were due on demand, but no later than June 30, 2023.  The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019.  During the three months ended June 30, 2023, this note was transferred to a relative of the former CFO and was renewed upon maturity in the principal amount of $131,687 plus interest accrued as at June 30, 2023 in the amount of $52,545.  Interest expense was $3,285 and $3,285 during the three-month periods ended June 30, 2024 and 2023, respectively.  This transaction is no longer considered related party in nature, and thus is included in Notes payable in the accompanying balance sheet.   The Company’s Chief Executive Officer (“CFO”) advanced the Company monies for operating expenses in the net amount of $1,600 and $1,485 during the three months ended June 30, 2024 and June 30, 2023.  The advances are due on demand.   The related party advances totaled $5,290 and $3,690 as at June 30, 2024 and March 31, 2024, respectively.   Notes Payable to Related Parties   During the three-month periods ended June 30, 2024 and 2023, the Company’s CFO and the Company’s CEO advanced the Company monies for operating expenses in the amount of $53,360 and $0, respectively.  No repayment was made during the three-month periods ended June 30, 2024 and 2023.  The advances are due on demand and accrue interest at ten (10) percent per annum.  Repayment is due no later than six months after the date of issue and range from September 4, 2024 to December 21, 2024.   The related party notes payable totaled $168,726 and $110,500 as at June 30, 2024 and March 31, 2024.  Interest expenses were $3,169 and $981 during the three-month periods ended June 30, 2024 and 2023, respectively, which is included in other accrued liabilities.   Note Payable to Shareholder   As at June 30, 2024 and March 31, 2024, the Company had various promissory notes with total outstanding principal balances of $604,609 and $594,164, respectively, due to a shareholder of the Company.  These notes are unsecured, bear interest at 10% per annum, and have maturity dates ranging from July 2, 2024 to June 17, 2025.   During the three-months ended June 30, 2024, notes with principal amounts totaling approximately $38,500 ($51,600 Canadian Funds) that came due during the period were reissued in the total principal amount of approximately $41,800 ($55,980 Canadian Funds) which included the principal amount plus accrued interest of approximately $3,300  ($4,380 Canadian Funds.)  These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due six (6) months after the date of issue.   During the three-months ended June 30, 2024, notes with principal amounts totaling approximately $116,735  that came due during the period were reissued in the total principal amount of $127,672 which included the principal amount plus accrued interest of $10,937. These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due six (6) months after the date of issue.   Aggregate interest expense was $14,570 and $14,240 during the three months ended June 30, 2024 and 2023, which is included in other accrued liabilities at June 30, 2024 and March 31, 2024, respectively.

v3.24.2.u1

INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY	3 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY	NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY   On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.   On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable.  The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development.   The note payable is due within twelve (12) months of the date of the agreement and is included in current liabilities.  If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance. The Technology Platforms include but are not limited to:     A. Proteomic research platforms which include proprietary blends.   B. Combination design Techniques   C. Patent Pending Proprietary Blends   D. Patent Pending Formulas   E. Trademarks and all pending Trademarks   F. 510K USA FDA, information, and Know-how for application   G. All Clinical trials, (Right to use)   H. CE mark (International)   I. Regenerex Library formula incorporated in the Wound Healing Technology.   J. Wound Healing Technology QBX   K. Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark.   Products:   1. Xcellderma over the counter product.   2. Accelerex, combination product as a drug device.   3. Accelerex in a tube.

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES   The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers.   See Note 6 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Asset Purchase Agreement. Payments made to the Company’s CEO and CFO in connection with the Asset Purchase Agreement are $43,500 as at June 30, 2024 and March 31, 2024. The outstanding liability of $15,488 as at June 30, 2024 and March 31, 2024 is included in other accrued liabilities.

v3.24.2.u1

OPERATING LEASES	3 Months Ended
	Jun. 30, 2024
Operating Leases
OPERATING LEASES	NOTE 8 – OPERATING LEASES   On April 1, 2023, the Company entered into an office lease agreement commencing in May 2023 which expires on April 30, 2028.  Under this agreement, the monthly rental payments are $1,650 throughout the term of the lease.  The Company is required to pay for all utilities used on the premises and has paid a security deposit of $800 which is included in prepaid expenses.   On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920, The Company is working to have the premise certified by the FDA and will pay all related costs. Until the certification is complete, the monthly rent is reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027. The lease payment due June 15, 2024 is extended to September 15, 2024 with an extension fee of five hundred ($500) due August 5, 2024.   During the three-month periods ended June 30, 2024 and 2023 the operating lease cost was $55,602 and $21,600 respectively and is included in general and administrative expenses in the accompanying financial statements.

v3.24.2.u1

STOCKHOLDERS’ DEFICIT	3 Months Ended
	Jun. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9 – STOCKHOLDERS’ DEFICIT   The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share.   During each of the three months ended June 30, 2024 and 2023, the Company issued 30,000 shares to board members for services rendered. During each of the three months ended June 30, 2024 and 2023, stock-based compensation of $5,400 was expensed within general and administrative expenses.   During the three months ended June 30, 2024 and 2023, the Company issued 126,000 and 45,000 warrants to board members and consultants for services rendered with a total grant date fair value of $12,561 and $4,554, respectively. Total stock-based compensation expense of $15,597 and $4,554, respectively, was recorded in connection with these awards during the three-month periods ended June 30, 2024 and 2023.  The warrants are vested and contain an exercise price of $0.33 per share, and expire on dates ranging from July 1, 2029 to July 1, 2030.   The warrant fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate ranging from 4.33% to of 5.19%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 80.0%.   The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards.   As of the date of this valuation, the Companies stock was not trading.  The volatility was not calculated on each date shares were issued but was calculated at the end of the quarterly reporting period prior to the date the warrants were issued.  The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility.   The dividend yield assumption for equity awards granted is based on Company’s history and expectation of dividend payouts.  The Company has never declared or paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.   The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.18 per share based upon an allocation of the recent cash price paid for common stock and warrants.   As of June 30, 2024, 2,734,250 warrants had been issued all of which are vested. None of the warrants have been exercised.

v3.24.2.u1

SUBSEQUENT EVENTS	3 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS   Subsequent to June 30, 2024, one (1) promissory note with a shareholder was reissued in the principal amount of $1,081 which included the original principal of $901 plus interest of $180.   Subsequent to June 30, 2024, six (6) promissory notes with a shareholder were reissued in the principal amount of approximately $101,000 ($139,410 Canadian Funds) which included the original principal of approximately $95,100 ($131,400 Canadian Funds) plus interest of approximately $5,900 ($8,010 Canadian Funds).   These notes bear interest at ten (10) percent per annum with principal and interest due from six months after the date of issue ranging from January 2, 2025 to February 7, 2025.   Subsequent to June 30, 2024, one (1) promissory note with a related party was issued in the amount of fifty-six thousand five hundred dollars ($56,500).  The note is unsecured and bears interest at ten (10) percent per annum with principal and interest due January 18, 2025.

v3.24.2.u1

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition   The Company will record revenue under Accounting Standards Codification (“ASC”) 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.   We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models.  The Company will defer revenue where the earnings process is not yet complete.  To date, no revenue has been generated from the asset acquisition disclosed in Note 1.
Earnings per Share	Earnings per Share   Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.   During the three months ended June 30, 2024, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive.  Conversion of outstanding warrants may result in approximately one million additional shares of common stock outstanding.  As of June 30, 2024 and 2023, the Company had common share warrants outstanding of 2,734,250 and 1,115,000, respectively.
Website	Website   Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three months ended June 30, 2024 and 2023 was $714 and $715, respectively.
Furniture and Computer Equipment	Furniture and Computer Equipment   Furniture and computer equipment are stated at cost, less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years.  Depreciation expense for the three months ended June 30, 2024 and 2023 was $430 and $116.  Significant betterments are capitalized while purchases under $500 are expensed as incurred.
Right of Use Assets and Lease Liabilities	Right of Use Assets and Lease Liabilities   The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of June 2024.   The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remaining lease term.
Stock-Based Payments	Stock-Based Payments   The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.   Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the number of share-based awards that will be forfeited prior to vesting.   The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.
Research and Development	Research and Development   We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes.  Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product.  We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.

v3.24.2.u1

NATURE OF OPERATIONS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Nov. 15, 2021
Entity Incorporation, Date of Incorporation	Nov. 18, 2005
Asset Acquisition, Contingent Consideration, Liability		$ 10,000,000
Purchase Intellectual Property [Member]
Shares, Issued		150,000,000

v3.24.2.u1

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Equity, Attributable to Parent	$ 4,313,389	$ 4,061,826	$ 1,083,968	$ 1,122,947

v3.24.2.u1

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Class of Warrant or Right, Outstanding	2,734,250	1,115,000
Finite-Lived Intangible Asset, Useful Life	3 years
Amortization of Intangible Assets	$ 714	$ 715
Other Depreciation and Amortization	$ 430	$ 116
Lessee, Finance Lease, Discount Rate	10.00%
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

v3.24.2.u1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Related Party Transaction [Line Items]
Related Party Transaction, Rate	10.00%
[custom:RelatedPartyAdvances-0]	$ 5,290		$ 3,690
Interest Expense, Operating and Nonoperating	22,333	$ 18,506
[custom:NotesPayableRelatedParties-0]	168,726
[custom:NotesPayableToRelatedPartiesNetOfCurrentPortion-0]			110,500
Interest Expense, Debt	3,169	981
Accrued Liabilities, Current	106,971		97,251
Aggregate Interest Expense [Member]
Related Party Transaction [Line Items]
Accrued Liabilities, Current	14,570	14,240
Reissued Notes [Member]
Related Party Transaction [Line Items]
Notes Payable	38,500
Long-Term Debt, Gross	41,800
Interest Payable, Current	3,300
Reissued Notes 2 [Member]
Related Party Transaction [Line Items]
Notes Payable	116,735
Long-Term Debt, Gross	127,672
Interest Payable, Current	10,937
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Notes and Loans Payable	131,687
[custom:RelatedPartyAdvances-0]	52,545
Affiliates [Member]
Related Party Transaction [Line Items]
Interest Expense, Operating and Nonoperating	3,285	3,285
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
[custom:RelatedPartyAdvances-0]	1,600	1,485
Chief Executive Officer And Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Notes and Loans Payable	$ 53,360	$ 0
Debt Instrument, Interest Rate During Period	10.00%
Majority Shareholder [Member]
Related Party Transaction [Line Items]
Notes and Loans Payable	$ 604,609		$ 594,164

v3.24.2.u1

INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY (Details Narrative)	1 Months Ended
	Nov. 15, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Business Combination, Contingent Consideration Arrangements, Description	up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months.

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Nov. 15, 2021
Assets Sold under Agreements to Repurchase [Line Items]
Asset Acquisition, Contingent Consideration, Liability				$ 10,000,000
General and Administrative Expense	$ 254,280	$ 160,174
Accrued Liabilities, Current	106,971		$ 97,251
Asset Purchase Agreement Liability [Member]
Assets Sold under Agreements to Repurchase [Line Items]
Accrued Liabilities, Current	15,488
Chief Executive Officer And Chief Financial Officer [Member]
Assets Sold under Agreements to Repurchase [Line Items]
General and Administrative Expense	$ 43,500

v3.24.2.u1

OPERATING LEASES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Lessee, Lease, Description [Line Items]
Prepaid Expense, Current	$ 2,357		$ 2,540
Lessee, Operating Lease, Description	On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920, The Company is working to have the premise certified by the FDA and will pay all related costs. Until the certification is complete, the monthly rent is reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027. The lease payment due June 15, 2024 is extended to September 15, 2024 with an extension fee of five hundred ($500) due August 5, 2024.
Office Lease [Member] | Security Deposit [Member]
Lessee, Lease, Description [Line Items]
Prepaid Expense, Current	$ 800
Plant Facility [Member]
Lessee, Lease, Description [Line Items]
Capital Lease Obligations, Current	7,920
Plant Facility [Member] | Monthly Rental Payments [Member]
Lessee, Lease, Description [Line Items]
Operating Leases, Future Minimum Payments Due	18,000
Plant Lease [Member]
Lessee, Lease, Description [Line Items]
Operating Lease, Cost	$ 55,602	$ 21,600

v3.24.2.u1

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Common Stock, Shares Authorized	675,000,000	675,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Class of Warrant or Right, Outstanding	2,734,250		1,115,000
Board Members And Consultants [Member] | Services Rendered [Member]
Defined Benefit Plan Disclosure [Line Items]
Class of Warrant or Right, Outstanding	126,000		45,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 12,561		$ 4,554
[custom:StockBasedCompensationUnrecognizedCompensationCost-0]	$ 15,597		$ 4,554
Board Members And Consultants [Member] | Services Rendered [Member] | Warrants [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price	$ 0.33

v3.24.2.u1

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Jul. 31, 2024	Jul. 01, 2024
Reissued Notes 1 [Member]
Subsequent Event [Line Items]
Debt Instrument, Repurchase Amount		$ 1,081
Debt Instrument, Face Amount		901
Debt Instrument, Increase, Accrued Interest	$ 180
Reissued Notes 2 [Member]
Subsequent Event [Line Items]
Debt Instrument, Repurchase Amount		101,000
Debt Instrument, Face Amount		$ 95,100
Debt Instrument, Increase, Accrued Interest	$ 5,900
Reissued Notes [Member]
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date Range, Start	Jan. 02, 2025
Debt Instrument, Maturity Date Range, End	Feb. 07, 2025
Reissued Notes 3 [Member]
Subsequent Event [Line Items]
Debt Instrument, Repurchase Amount		$ 56,500
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Maturity Date Range, Start	Jan. 18, 2025

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