Business Acquisition

12 Months Ended

Dec. 31, 2023

Business Acquisition [Abstract]

Business acquisition

6. Business acquisition

VitailityRx

On January 28, 2022, the Company entered into a stock purchase agreement with Worker’s Health Rx, Inc. (“VitalityRx”) and Marc Wiener, the sole shareholder, who was also our former President, pursuant to which we acquired 100% of the outstanding equity interests of VitalityRx in exchange for the issuance of 250,000 shares of our common stock and $350,000. The cash portion of the purchase price was paid by December 31, 2022.

Vitality Rx was an early-stage pharmacy dedicated to serving the pharmacy needs of patients in the community and residing in Long-Term Care facilities in the tri-state area. In addition, Vitality Rx was exploring the possibility of providing Intravenous Immunoglobulin (“IVIG”) to a number of physician offices in the community, including but not limited to, neurologists, Ob/Gyn and infectious disease.  This offering was in a preliminary stage until the Company decided to discontinue its operations in December 2023. 

Consideration
250,000 shares of common stock	$	467,500
Notes payable		350,000
Total consideration	$	817,500
Fair value of net identifiable assets (liabilities) acquired
Cash	$	9,000
Furniture and equipment		0
Capitalized start-up costs		0
Intangible assets – website		1,750
Fair value of net identifiable assets (liabilities) acquired	$	10,750
Initial goodwill	$	806,750

The initial goodwill has been adjusted to $815,500 as a result of contractual adjustments.

During the year ended December 31, 2023, as a result of management’s actions to close the operations of its early-stage Vitality RX operations, goodwill was determined to be impaired and resulted in an expense related to the full impairment of goodwill in the amount of $815,500 and a loss on disposition of long-term assets in the amount of $37,979.