What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-02-14 compared with 2022-11-14 · 83 added, 44 removed, 174 unchanged (42% of the section changed)

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

resources at and during the six months ended September 30, 2022 and 2021.

resources at and during the nine months ended December 31, 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 have developed strategies and methodologies which include the acquisition of life insurance portfolios, then use common structured

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

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

the year ended March 31, 2022, 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 projection 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.

Once 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.

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

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be an advisor.

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

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

no assurance can be given that these anticipated milestones will be reached.

addition to the arrangements described above, we are actively seeking additional bonding and financing opportunities that would allow

us to leverage our unique position within the life-settlements market, and lead to future revenue opportunities.

To be able to quickly

pivot to any of these additional opportunities, we have been actively seeking to secure an additional bond rating from another industry

recognized rating agencies to expand our potential within the marketplace.

active board of directors continues to provide valuable industry expertise to the Company, including providing strategic insights and

direction, leveraging their relationships within the financial community to provide potential financing opportunities, and extending

valuable operational support through frequent and informal planning sessions.

of Operations

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of Operations

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

Ended December 31, 2022, Compared with Three-Months Ended December 31, 2021

from Investments

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

to the Company not holding NIBs, no interest income was recorded for the three months ended December 31, 2022 or 2021.

& Administrative Expenses

and administrative expenses totaled $161,534 and $172,144 during the three months ended September 30, 2022, and 2021, respectively.

and administrative expenses totaled $149,158 and $149,086 during the three months ended December 31, 2022, and 2021, 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 September 30, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $13,500

and $10,000, respectively.

the three months ended September 30, 2022, and 2021, interest expense accrued in the amount of $75,907 and $68,352, respectively.

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

the three months ended September 30, 2022, the Company recorded a net loss before income taxes of $250,941, and had no income tax expense

the three months ended December 31, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $13,500 and

$10,200, respectively.

the three months ended December 31, 2022, and 2021, interest expense accrued in the amount of $131,257 and $71,245, respectively.

increased interest expense was due to higher principal balances on our notes payable, as well as recognizing an additional $52,980 in

amortized debt discount.

three months ended December 31, 2022, we recognized $377,936 as loss on extinguishment of debt in conjunction with related party debt.

the three months ended December 31, 2022, the Company recorded a net loss before income taxes of $671,851, and had no income tax expense

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

Ended September 30, 2022, Compared with Six-Months Ended September 30, 2021

Ended December 31, 2022, Compared with Nine-Months Ended December 31, 2021

from Investments

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

to the Company not holding NIBs, no interest income was recorded for the nine months ended December 31, 2022 or 2021.

& Administrative Expenses

and administrative expenses totaled $375,491 and $415,605 during the six months ended September 30, 2022, and 2021, respectively.

and administrative expenses totaled $524,649 and $564,691 during the nine months ended December 31, 2022, and 2021, respectively.

A significant

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Income and Expenses

the six months ended September 30, 2021, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors

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

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

the six months ended September 30, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $27,000 and

the nine months ended December 31, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $40,500 and

$97,761, respectively.

the six months ended September 30, 2022, and 2021, interest expense accrued in the amount of $150,046 and $133,737, respectively.

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

the six months ended September 30, 2022, the Company recorded a net loss before income taxes of $552,537, and had no income tax expense

nine months ended December 31, 2022, we recognized $377,936 as loss on extinguishment of debt in conjunction with related party debt.

the nine months ended December 31, 2022, and 2021, interest expense accrued in the amount of $281,303 and $204,982, respectively.

increased interest expense was due to higher principal balances on our notes payable, as well as recognizing an additional $52,980 in

amortized debt discount.

the nine months ended December 31, 2022, the Company recorded a net loss before income taxes of $1,224,388, and had no income tax expense

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

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

As of September 30, 2022, we had $498 of cash,

As of December 31, 2022, we had $3,158 of cash,

compared to $267,966 as of March 31, 2022.

As of September 30, 2022, the Company had access to draw an additional $4,604,192 on the notes

As of December 31, 2022, the Company had access to draw an additional $4,492,192 on the notes

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

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expenses, and estimated legal and accounting expenses.

Outstanding Accounts Payable as of September 30, 2022 totaled $665,270, short

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

totaled $455,039.

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 November 2023.

September 30, 2022, we owed $4,367,042, 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 September 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

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 September 30, 2022, unsecured promissory notes with related parties had principal balances totaling $826,000,

Outstanding Accounts Payable as of December 31, 2022 totaled $698,797, short term

notes payable totaled $300,000, short term notes payable to related parties totaled $717,058, net of debt discounts, and other accrued

short term liabilities totaled $514,916.

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 2024.

December 31, 2022, we owed $4,557,319, including accrued interest and exclusive of debt discounts, for debt obligations.

We owed $3,113,808

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, 2022, one note payable and line-of-credit had a principal

balance of $1,059,508 and is due on November 30, 2024, or when the Company completes a successful equity raise, at which time principal

and interest is due in full.

The second note payable and line-of-credit had a principal balance of $1,178,300, and the line of credit

is currently extended through November 30, 2024.

At December 31, 2022, promissory notes with related parties had principal balances totaling

$826,000, and are due July 31, 2023.

The convertible debenture agreement, which has no principal balance due as of September 30, 2022 is open

through November 30, 2023.

As of November 14, 2022, there was $4,532,192 available under the lines-of-credit we currently have with related

parties and $3,000,000 available under the 8% convertible debenture agreement.

The convertible debenture agreement, which has no principal balance due as of December 31, 2022

is open through November 30, 2024.

As of February 14, 2023, there was $4,492,192 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

Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year

ended March 31, 2022, which was filed with the SEC on June 29, 2022.

Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended

March 31, 2022, which was filed with the SEC on June 29, 2022.

Sheet Arrangements

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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