What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-15 compared with 2022-02-14 · 63 added, 96 removed, 137 unchanged (54% of the section changed)

1 unchanged sentence

discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital

resources at and during the nine months ended December 31, 2021 and 2020.

resources at and during the three months ended June 30, 2022 and 2021.

For a complete understanding, this Management’s Discussion

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Our clients may include bond issuers, bond investors, or other structured finance product

We develop strategies and methodologies which include the acquisition of life insurance portfolios, then use common structured

We develop strategies and methodologies which include the acquisition of life insurance portfolios, then uses common structured

finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds.

2 unchanged sentences

to pay dividends to its shareholders.

recently we began working closely with bond placement agents and aggregators to establish various aspects of a proprietary, investment

grade bond offering.

In this arrangement, we participate as the sole originator in the role of structuring and advising on the structure

of the proprietary bond instrument.

Included in the role of structuring financial assets, we use proprietary analytics to establish the

makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies) and managed cash, and

implements a process of selective assembly of the underlying assets and cash management that will meet the policy requirements and analytics.

We provide current and ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade

ratings for the managed asset pool and the managed cash accounts.

In our advisory role, we are reimbursed for all expenses associated

with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and

then will hold residual rights on the balance of assets once the bond is retired.

the quarter ended June 30, 2021, we and US Capital Global Securities LLC, an affiliate of US Capital Global, entered into an arrangement

wherein we are the lead advisor and lead originator of tailored life insurance portfolios to be used in a life insurance-linked bond

offering (“bond offering”) of between $250 million to $500 million.

US Capital Global Securities LLC is the lead placement

agent and is marketing the bond offering on behalf of the issuer on a best-efforts basis to qualified investors.

We have worked with

Egan Jones rating agency to obtain a minimum of BBB plus to an A minus rating on the bond offering.

This initial rating is based upon

a sample portfolio of life settlement assets similar to those expected to be utilized in the bond offering.

Once a percentage of the

bond offering is in escrow, then the actual life settlement portfolios will be purchased and held until the bond offering closes.

the final group of assets are assembled, then a final rating will be obtained.

We have engaged a licensed asset manager, whose projected

returns will be approved by the rating agency.

Important for the success of the bond is the treatment of the various cash accounts that

will support the bond.

The two primary accounts will be the Investment account and the Cash Reserve account.

These accounts will represent

approximately 40% of the total cash raised from the bond offering.

The Investment and Cash Reserve accounts are projected to produce

sufficient annual returns to support the cost associated to maintain the bonds.

A nationally recognized trust manager has been engaged

to insure all the workings of the bond are handled properly and timely.

An actuarial company has also been engaged to provide the modeling

needed for the rating agency, asset manager and bond issuer.

For services provided, we will receive a fee upon the closing on the bond

offering and will also hold a residual monetary right to cash flows from the life settlement assets once the bond is retired.

the latter part of the year ended March 31, 2021, we began working closely with bond placement agents and aggregators to establish various

aspects of a proprietary, investment grade bond offering.

In this arrangement, we participate as the sole originator in the role of structuring

and advising on the structure of the proprietary bond instrument.

Included in the role of structuring financial assets, we use proprietary

analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies)

and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy

requirements and analytics.

We provide current and ongoing resources for all analytics, as well as advisement support for the investment

and non-investment grade ratings for the managed asset pool and the managed cash accounts.

In our advisory role, we are reimbursed for

all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing

of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.

January 1, 2022, we entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires

us to make an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a

promissory note).

The $400,000 obligation is contingent upon the Consultant and us successfully reaching certain milestones.

the agreement requires us to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices

between $1.00 to $2.50 per share) contingent upon the Consultant and us successfully reaching certain milestones.

The milestones primarily

relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement

of NFTs with proceeds of between $100 million and $500 million.

The proceeds will be used to purchase Life Settlements for which we will

be an advisor.

As of June 30, 2022 none of the milestones related to the potential issuance of equity have been met.

of Operations

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of Operations

Ended December 31, 2021, Compared with Three-Months Ended December 31, 2020

from Investments

to the Company not holding NIBs, no interest income was recorded for the three months ended December 31, 2021 or 2020.

& Administrative Expenses

and administrative expenses totaled $149,086 and $277,298 during the three months ended December 31, 2021, and 2020, respectively.

significant portion of these expenses were professional fees and payroll costs.

The decrease in expenses was primarily due to a decrease

in professional fees.

Income and Expenses

the three months ended December 31, 2021 and 2020, other expenses related to pursuing potential financing alternatives were $10,200 and

$170,000, respectively.

the three months ended December 31, 2021, and 2020, interest expense accrued in the amount of $71,245 and $58,720, respectively.

increased interest expense was due to higher principal balances on our notes payable.

the three months ended December 31, 2021, the Company recorded a net loss before income taxes of $230,531 and had no income tax expense,

and all other deferred income tax expense or benefit being offset as a result of a full valuation allowance on the net deferred tax asset.

Ended December 31, 2021, Compared with Nine-Months Ended December 31, 2020

from Investments

to the Company not holding NIBs, no interest income was recorded for the nine months ended December 31, 2021 or 2020.

Ended June 30, 2022, Compared with Three-Months Ended June 30, 2021

to the Company not holding NIBs, no interest income was recorded for the three months ended June 30, 2022 or 2021.

& Administrative Expenses

and administrative expenses totaled $564,691 and $637,557 during the nine months ended December 31, 2021, and 2020, respectively.

and administrative expenses totaled $213,957 and $243,461 during the three months ended June 30, 2022, and 2021, respectively.

A significant

portion of these expenses were professional fees and payroll costs.

The decrease in expenses was primarily due to the compensation expense

related to the common stock issued to our directors during the nine months ended December 31, 2020.

Income and Expenses

the nine months ended December 31, 2021, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors

the three months ended June 30, 2021, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors by

The gain was recorded as a gain on settlement of liabilities.

the nine months ended December 31, 2021 and 2020, other expenses related to pursuing potential financing alternatives were $97,761 and

the three months ended June 30, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $13,500 and $77,561,

respectively.

the nine months ended December 31, 2021, and 2020, interest expense accrued in the amount of $204,982 and $166,910, respectively.

increased interest expense was due slightly higher principal balances on our notes payable.

the nine months ended December 31, 2021, the Company recorded a net loss before income taxes of $582,242 and had an income tax expense

of $4,149 due to minimum income and franchise taxes across various state jurisdictions with all other deferred income tax expense or

benefit being offset as a result of a full valuation allowance on the net deferred tax asset.

the three months ended June 30, 2022, and 2021, interest expense accrued in the amount of $74,139 and $65,385, respectively.

The increased

interest expense was due slightly higher principal balances on our notes payable, as well as the effects of compounding interest.

the three months ended June 30, 2022, the Company recorded a net loss before income taxes of $301,596 and had no income tax expense or

benefit as a result of a full valuation allowance on the net deferred tax asset.

and Capital Resources

our inception our operations have been primarily financed through sales of equity instruments, debt financing, lines of credit and notes

payable from related and unrelated parties and the issuance of convertible debentures.

As of December 31, 2021, we had $53,393 of cash,

compared to $21,179 as of March 31, 2021.

As of December 31, 2021, the Company had access to draw an additional $4,704,192 on the notes

payable, related party and $3,000,000 on the Convertible Debenture Agreement.

Our monthly expenses are anticipated to be approximately

$50,000, which includes salaries of our employees, policy servicing expenses, consulting agreements and contract labor, general and administrative

expenses, and estimated legal and accounting expenses.

Outstanding Accounts Payable as of December 31, 2021 totaled $557,522, short term

notes payable totaled $300,000, short term notes payable to related parties totaled $876,000, and other accrued liabilities totaled $936,468.

We believe that our availability under our existing lines of credit with related parties, our existing capital resources, together with

the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital requirements

for at least the next 12 months, or through February 2023.

December 31, 2021, we owed $4,044,681, including accrued interest, for debt obligations.

We owed $3,201,808 in principal pursuant to

notes payable and lines-of-credits from related parties, $300,000 in other notes payable, and had fully paid off the principal owing

on the 8% Convertible Debenture.

As of December 31, 2021, one note payable and line-of-credit had a principal balance of $959,508 and

is due on November 30, 2023, or when the Company completes a successful equity raise, at which time principal and interest is due in

The second note payable and line-of-credit had a principal balance of $1,066,300, and the line of credit is currently extended

through November 30, 2023.

At December 31, 2021, unsecured promissory notes with related parties had principal balances totaling $876,000,

with $50,000 due November 30, 2022 and the remaining $826,000 due July 1, 2022.

The convertible debenture agreement, which has

no principal balance as of December 31, 2021 is open through October 31, 2022.

As of February 14, 2021, there was $4,704,192

available under the lines-of-credit we currently have with related parties and $3,000,000 available under the 8% convertible debenture

payable from related parties and the issuance of convertible debentures.

As of June 30, 2022, we had $66,986 of cash, compared to $267,966

as of March 31, 2022.

As of June 30, 2022, the Company had access to draw an additional $4,604,192 on the notes payable, related party

and $3,000,000 on the Convertible Debenture Agreement.

Our monthly expenses are anticipated to be approximately $71,000, which includes

salaries of our employees, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses,

estimated legal and accounting expenses.

Outstanding Accounts Payable as of June 30, 2022 totaled $584,960, and other accrued liabilities

totaled $1,113,348.

We believe that our availability under our existing lines of credit with related parties, our existing capital resources,

together with the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital

requirements for at least the next 12 months, or through August 2023.

June 30, 2022, we owed $4,291,135, including accrued interest, for debt obligations.

We owed $3,001,808 in principal pursuant to notes

payable and lines-of-credits from related parties, $300,000 in other notes payable, and had fully paid off the principal owing on the

8% Convertible Debenture.

As of June 30, 2022, one note payable and line-of-credit had a principal balance of $1.109.508 and is due on

November 30, 2023, or when the Company completes a successful equity raise, at which time principal and interest is due in full.

second note payable and line-of-credit had a principal balance of $1,066,300, and the line of credit is currently extended through November

At June 30, 2022, unsecured promissory notes had principal balances totaling $826,000 and are due October 31, 2022.

The convertible

debenture agreement, which has no principal balance due as of June 30, 2022 is open through November 30, 2023.

As of August 15, 2022,

there was $4,604,192 available under the lines-of-credit we currently have with related parties and $3,000,000 available under the 8%

convertible debenture agreement.

Accounting Policies and Estimates

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis