What changed in this filing

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Item 1A. Risk Factors

2023-06-29 compared with 2022-06-29 · 185 added, 184 removed, 800 unchanged (32% of the section changed)

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consider the following to be our most material risks:

A pandemic, epidemic or outbreak of an infectious disease

in the United States or elsewhere may adversely affect our business.

We have historically used significant amounts of cash

in operating activities since our inception and may continue to use significant amounts of cash for operating activities in the foreseeable

We are pursuing opportunities relating to the tokenization

and sale of digital assets that are subject to volatile market prices, impairment and unique risks of loss.

Our management team relies on outside consultants and

others in our industry to make informed business decisions;

potential conflicts of interest involving those parties who are relied

upon could adversely affect the execution of our business model

Current and future federal regulation under the Dodd-Frank

Act’s consumer protection provisions may have an adverse effect on our business and our planned business operations.

General economic conditions could have an adverse effect

on our business.

The costs in time and expense of being a publicly-held

company are substantial and will only increase if our business model is successful.

Inadequate funding will impede execution of our business

We may be unable to access capital on a timely basis

to fund our operations, which would adversely affect our ability to continue as a going concern.

We may default on our obligations under various debt

arrangements, which may accelerate our repayment obligations or otherwise limit our access to future financing.

We are new to the bond, life settlement, and financial

advisory industry and may not be able to successfully compete in this industry.

Historically, 99% of our total assets are interests

in life settlement policies, resulting in a lack of diversification of assets and concentration in assets that are subject to significant

fluctuations in value.

Limitations to the financial model we use may result

in inaccurate or incomplete projections of future cash flow from the insurance policies.

The individuals insured by the life insurance policies

may live longer than their actuarial life expectancies and thereby, cash flows from life insurance policies may be delayed.

Having relatively few insureds could cause the overall

performance to be unduly influenced by a relatively small number of underlying policies that perform better or worse than expected.

Increased general market interests rates could increase

the carrying costs of the life insurance policies and reduce the related cash flows.

Changes to foreign banking laws and regulations or

decreased lending capacity for life settlements could have a negative impact on ability of Holders to obtain loans with respect to

purchases of life settlements.

Holders may be required to obtain MRI coverage as a

condition of our business model, which, if unavailable, could potentially increase our risk of failure.

The lapse of life insurance policies will result in

the entire loss of our interest in the death benefits from those particular policies.

Actual results from life settlement products may not

match expected results, which could reduce returns and also adversely affect the ability to service and grow a portfolio for actuarial

The limited number of sellers of life settlement products

in the secondary market may limit the ability to negotiate favorable prices in the acquisition of such life settlement interests.

We do not track concentrations of pre-existing medical

conditions of insureds in our guidelines for purchasing life settlement products.

If life settlement products are determined to be “securities,”

Holders may be required to register as an investment company under the Investment Company Act, which would substantially increase

SEC reporting costs and oversight of a Holder’s business operations.

There is poor liquidity in the secondary market for

life insurance and life settlements.

Life settlements, and therefore our common stock, are

highly speculative and may lose all of their value.

Policies may be determined to have been issued without

an “insurable interest” and could be void or voidable.

Additional insurable interest concerns regarding life

insurance policies originated pursuant to premium finance transactions may also result in adverse decisions that could effect policies.

Fraud in the application for life insurance can also

affect assets and interest in policies.

The risk of litigation with issuing insurance companies

could substantially raise our costs of operation and increase our risk of loss.

The contestation of the life insurance policies by

the applicable issuing insurance companies could result in the loss of the benefits from such life insurance policies.

Increases in cost of insurance could reduce estimated

returns and lower revenues.

Carrier and service partner credit risk can adversely

affect life settlements.

The inability to keep track of the insureds could keep

us from updating the medical records of the insured.

Lost insureds can result in a delay or a loss of an

insurance benefit that would have a negative effect on revenues and prospects.

life settlement and viatical regulations may result

in determination(s) of applicable law violations.

State protections for the insolvency of an insurance

company are limited.

Liability for failing to comply with U.S.

Risks Relating to Our Business

have historically used significant amounts of cash in operating activities since our inception and may continue to use significant

amounts of cash for operating activities in the foreseeable future.

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs

and our failure to obtain additional financing when needed could force us to delay, reduce or eliminate our product development programs

and commercialization efforts or cause us to become insolvent.

There may be substantial doubt about our ability to continue as a going concern, and we will need additional financing

to execute our business plan, to fund our operations and to continue as a going concern.

We may default on our obligations under various debt arrangements, which may accelerate our repayment obligations

or otherwise limit our access to future financing.

are pursuing opportunities relating to the tokenization and sale of digital assets that are subject to volatile market prices, impairment

and unique risks of loss.

management team relies on outside consultants and others in our industry to make informed business decisions;

potential conflicts

of interest involving those parties who are relied upon could adversely affect the execution of our business model.

and future federal regulation under the Dodd-Frank Act’s consumer protection provisions may have an adverse effect on our business

and our planned business operations.

economic conditions could have an adverse effect on our business.

costs in time and expense of being a publicly-held company are substantial and will only increase if our business model is successful.

funding will impede execution of our business model.

are new to the bond, life settlement, and financial advisory industry and may not be able to successfully compete in this industry.

Historically,

99% of our total assets are interests in life settlement policies, resulting in a lack of diversification of assets and concentration

in assets that are subject to significant fluctuations in value.

to the financial model we use may result in inaccurate or incomplete projections of future cash flow from the insurance policies.

individuals insured by the life insurance policies may live longer than their actuarial life expectancies and thereby, cash flows

from life insurance policies may be delayed.

relatively few insureds could cause the overall performance to be unduly influenced by a relatively small number of underlying policies

that perform better or worse than expected.

general market interest rates could increase the carrying costs of the life insurance policies and reduce the related cash

to foreign banking laws and regulations or decreased lending capacity for life settlements could have a negative impact on ability

of Holders to obtain loans with respect to purchases of life settlements.

may be required to obtain MRI coverage as a condition of our business model, which, if unavailable, could potentially increase our

risk of failure.

lapse of life insurance policies will result in the entire loss of our interest in the death benefits from those particular policies.

results from life settlement products may not match expected results, which could reduce returns and also adversely affect the ability

to service and grow a portfolio for actuarial stability.

limited number of sellers of life settlement products in the secondary market may limit the ability to negotiate favorable prices

in the acquisition of such life settlement interests.

do not track concentrations of pre-existing medical conditions of insureds in our guidelines for purchasing life settlement products.

life settlement products are determined to be “securities,” Holders may be required to register as an investment company

under the Investment Company Act, which would substantially increase SEC reporting costs and oversight of a Holder’s business

is poor liquidity in the secondary market for life insurance and life settlements.

Related to the Life Insurance Policies

Life settlements,

and therefore our common stock, are highly speculative and may lose all of their value.

Policies may be determined

to have been issued without an “insurable interest” and could be void or voidable.

Additional insurable interest

concerns regarding life insurance policies originated pursuant to premium finance transactions may also result in adverse decisions

that could effect policies.

Fraud in the application

for life insurance can also affect assets and interest in policies.

The risk of litigation

with issuing insurance companies could substantially raise our costs of operation and increase our risk of loss.

The contestation of the

life insurance policies by the applicable issuing insurance companies could result in the loss of the benefits from such life insurance

Increases in cost of insurance

could reduce estimated returns and lower revenues.

Carrier and service partner

credit risk can adversely affect life settlements.

The inability to keep track

of the insureds could keep us from updating the medical records of the insured.

Lost insureds can result

in a delay or a loss of an insurance benefit that would have a negative effect on revenues and prospects.

life settlement and

viatical regulations may result in determination(s) of applicable law violations.

State protections for the

insolvency of an insurance company are limited.

Liability for failing to

comply with U.S.

privacy safeguards.

Cyber-attacks or other security breaches could have

a material adverse effect on our business.

privacy concerns may affect the access to accurate

and current medical information regarding the insured under life insurance policies.

There is a limited public market for our common stock,

and any market that may develop could be volatile.

We are an emerging growth company and we cannot be

certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive

to investors.

Our management and two stockholders beneficially own

approximately 62% of our outstanding common stock and therefore can exert control over our business.

Future sales of our common stock could adversely affect

our stock price and our ability to raise capital in the future, resulting in our inability to raise required funding for our operations.

Cyber-attacks or other

security breaches could have a material adverse effect on our business.

privacy concerns may

affect the access to accurate and current medical information regarding the insured under life insurance policies.

Factors Related to Our Common Stock

limited public market for our common stock, and any market that may develop could be volatile.

We are an emerging growth

company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common

stock less attractive to investors.

Our management and two

stockholders beneficially own approximately 65% of our outstanding common stock and therefore can exert control over our business.

Future sales of our common

stock could adversely affect our stock price and our ability to raise capital in the future, resulting in our inability to raise

required funding for our operations.

Factors relating to Our Business

pandemic, epidemic or outbreak of an infectious disease in the United States or elsewhere may adversely affect our business.

a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or elsewhere, our business may be adversely affected.

In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China.

This virus continues to spread globally and,

as of March 2021, has spread to over 100 countries, including the United States.

The spread of COVID-19 from China to other countries

has resulted in the World Health Organization declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of

a new disease, on March 11, 2020.

state, and local government actions to address and contain the impact of COVID-19 may adversely affect us.

For example, we could be subject

to proposed legislative and/or regulatory action that seeks to regulate the insurance industry to mitigate the effects of the COVID-19

It is also possible that changes in economic conditions and steps taken by federal, state, and local governments in response

to COVID-19 could require an increase in taxes at the federal, state, and local levels, which would adversely impact our results of operations.

some jurisdictions have begun to ease certain restriction related to the COVID-19 pandemic, recent spikes in the spread of the disease

have caused governmental authority to slow the re-opening to reinstate restrictions on businesses.

We are still assessing the effect

on our business, from the spread of COVID-19 and the actions implemented by the governments across the globe.

A significant outbreak

of contagious diseases, such as COVID-19, could result in a widespread health crisis that could adversely affect the economies and financial

markets of many countries, resulting in an economic downturn.

As a result, our ability to raise additional funds, if necessary, may be

adversely impacted by risks, or the public perception of the risks, related to the recent outbreak of COVID-19.

have historically used significant amounts of cash in operating activities since our inception and may continue to use significant amounts

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resources to execute our business plan.

may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs and our failure to obtain

additional financing when needed could force us to delay, reduce or eliminate our product development programs and commercialization

efforts or cause us to become insolvent.

will need to raise additional funds through future equity or debt financings in the near future to meet our operational needs and capital

requirements.

We can provide no assurance that we will be successful in raising funds pursuant to additional equity or debt financings

or that such funds will be raised at prices that do not create substantial dilution for our existing stockholders.

Given the volatility

of our stock price, any financing that we undertake could cause substantial dilution to our existing stockholders.

date, we have financed our operations primarily through net proceeds from the issuance of capital stock and debt financings.

know when or if our operations will generate sufficient cash to fund our ongoing operations.

We cannot be certain that additional capital

will be available as needed on acceptable terms, or at all.

may raise additional funds in equity or debt financings or enter into credit facilities in order to access funds for our capital needs.

Any debt financing obtained by us in the future would cause us to incur additional debt service expenses and could include restrictive

covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for

us to obtain additional capital and pursue business opportunities.

In addition, future equity investors may require that we convert all

or a portion of our debt to equity, and our debtholders may not agree to such terms.

If we raise additional funds through further issuances

of equity or convertible debt securities, and/or if we convert all or a portion of our existing debt to equity, our existing stockholders

could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights,

preferences and privileges senior to those of holders of our common stock.

If we are unable to obtain adequate financing or financing

on terms satisfactory to us when we require it, we may significantly scale back our operations or we may become insolvent.

to occur, our ability to continue to grow and support our business and to respond to business challenges could be significantly limited.

may be substantial doubt about our ability to continue as a going concern, and we will need additional financing to execute our business

plan, to fund our operations and to continue as a going concern.

inception, we have experienced recurring operating losses and negative cash flows and we expect to continue to generate operating losses

and consume significant cash resources for the foreseeable future.

There may be substantial doubt regarding our ability to continue as

a going concern.

We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and

the satisfaction of liabilities and commitments in the normal course of business.

Our financial statements for the fiscal year ended

March 31, 2023 do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets

or the amounts and classification of liabilities that may result from the outcome of this uncertainty, with the exception that all borrowings

are classified as current on the balance sheets.

inability to access capital may limit our ability to adequately fund our operations and continue as a going concern.

To continue as a

going concern we will need to raise substantial amounts of capital.

Absent additional financing, we will not have the resources to execute

our business plan and continue as a going concern.

funding will impede execution of our business model.

present, we are a minor participant in both the life settlement market and in the bond advisory industry.

We face significant competition

from much larger competitors.

We will need substantial additional funds to effectively compete in these industries, and no assurance

can be given that we will be able to adequately fund our current and intended operations.

We expect to finance our operating working

capital requirements, with proceeds from planned public and/or private offerings of our securities and debt financing.

There can be no

assurance that we will be successful in raising debt or equity capital or that we will be successful in raising additional capital in

the future on terms acceptable to us, or at all.

If we are not able to obtain sufficient funding to execute our business strategies,

we may be required to scale back or discontinue our operations, which would materially adversely affect our financial condition and results

of operations.

may default on our obligations under various debt arrangements, which may accelerate our repayment obligations or otherwise limit our

access to future financing.

we fail to make timely repayments of amounts received under notes payable and lines-of-credit with related parties or the 8% convertible

debenture agreement we will be in default of such obligations, which could materially adversely affect our operations and financial condition.

Our default under these obligations may also limit our ability to obtain future financing from related or third parties, which would

materially adversely affect our operations and our ability to execute our business strategy.

are pursuing opportunities relating to the tokenization and sale of digital assets that are subject to volatile market prices, impairment

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aware that the changes in the regulatory and business landscape as a result of the Dodd-Frank Act could have an adverse impact on us

and the entities from which we acquire NIBs and similar life settlement products.

and the entities from which we may acquire NIBs and similar life settlement products.

economic conditions could have an adverse effect on our business.

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can only increase.

funding will impede execution of our business model.

present, we are a minor participant in both the life settlement market and in the bond advisory industry.

We face significant competition

from much larger competitors.

We will need substantial additional funds to effectively compete in these industries, and no assurance

can be given that we will be able to adequately fund our current and intended operations.

We expect to finance our operating working

capital requirements, with proceeds from planned public and/or private offerings of our securities and debt financing.

There can be no

assurance that we will be successful in raising debt or equity capital or that we will be successful in raising additional capital in

the future on terms acceptable to us, or at all.

If we are not able to obtain sufficient funding to execute our business strategies,

we may be required to scale back or discontinue our operations, which would materially adversely affect our financial condition and results

of operations.

may be unable to access capital on a timely basis to fund our operations, which would adversely affect our ability to continue as a going

inability to access capital may limit our ability to adequately fund our operations and continue as a going concern.

To continue as a

going concern we will need to raise substantial amounts of capital.

Absent additional financing, we will not have the resources to execute

our business plan and continue as a going concern.

may default on our obligations under various debt arrangements, which may accelerate our repayment obligations or otherwise limit our

access to future financing.

we fail to make timely repayments of amounts received under notes payable and lines-of-credit with related parties or the 8% convertible

debenture agreement we will be in default of such obligations, which could materially adversely affect our operations and financial condition.

Our default under these obligations may also limit our ability to obtain future financing from related or third parties, which would

materially adversely affect our operations and our ability to execute our business strategy.

are new to the bond, life settlement, and financial advisory industry and may not be able to successfully compete in this industry.

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We believe the methodology used in the model is particularly desirable because it has parameters

that are easily verifiable and does not require complex calculations or mathematic simulations to confirm results.

that are easily verifiable and does not require complex calculations or mathematical simulations to confirm results.

However, with every

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of an individual’s life are:

the experience and qualifications

of the medical professional or life expectancy company providing the life expectancy estimate;

the completeness and accuracy

of medical records received by the life expectancy company;

the reliability of, and

revisions to, actuarial tables or other mortality data published by public and private organizations or developed by a life expectancy

company and utilized by its medical professionals;

the nature of any illness

or health conditions of the insured disclosed or undisclosed;

changes in living habits

and lifestyle of an insured and medical treatments, medications and therapies available to and used by an insured;

future improvements in

medical treatments and cures, and the quality of medical care the insured receives.

experience and qualifications of the medical professional or life expectancy company providing the life expectancy estimate;

completeness and accuracy of medical records received by the life expectancy company;

reliability of, and revisions to, actuarial tables or other mortality data published by public and private organizations or developed

by a life expectancy company and utilized by its medical professionals;

nature of any illness or health conditions of the insured disclosed or undisclosed;

in living habits and lifestyle of an insured and medical treatments, medications and therapies available to and used by an insured;

improvements in medical treatments and cures, and the quality of medical care the insured receives.

rely primarily on various different life expectancy providers.

A life expectancy, or LE, can be considered the life expectancy provider’s

A life expectancy (“LE”), can be considered the life expectancy provider’s

“best estimate” as to how long a person would live.

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As a result, any life insurance portfolios may decline in value or become worthless.

to foreign banking laws and regulations or decreased lending capacity for life settlements could have a negative impact on ability of

Holders to obtain loans with respect to purchases of life settlements.

to foreign banking laws and regulations or decreased lending capacity for life settlements could have a negative impact on the

ability of Holders to obtain loans with respect to purchases of life settlements.

current business model relies on the availability to the Holders of senior loans from the Holders’ Lender or any other lender.

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to rating agency recommendations.

Even if our portfolio reaches the size that is actuarially stable according to the rating agencies,

we still may experience differences between the actuarial models we use and actual mortalities.

Differences between our expectations

and actuarial models, and actual mortality results, could have a materially adverse effect on our operating results and cash flow.

such a case, we would face liquidity problems, including difficulties acquiring new NIBs and other life settlement products.

or material failures to meet our expected results could decrease the attractiveness of our securities in the eyes of potential investors,

Even if our portfolio reaches a size that is actuarially stable according to the rating agencies, we

still may experience differences between the actuarial models we use and actual mortalities.

Differences between our expectations and

actuarial models, and actual mortality results, could have a materially adverse effect on our operating results and cash flow.

a case, we would face liquidity problems, including difficulties acquiring new NIBs and other life settlement products.

material failures to meet our expected results could decrease the attractiveness of our securities in the eyes of potential investors,

thereby making it even more difficult to obtain capital needed to acquire additional NIBs and obtain desired diversification and expansion

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Should any such claims be successful in relation to the policies underlying

NIBs, we could lose some or all of the amounts we have invested in NIBs, although in some states the issuing insurance company may be

required to repay the premiums if it rescinds the policy.

Some states, such as New Jersey, allow the carrier to retain all the premiums

in the event the policy is rescinded, and some states, such as Delaware, require premiums to be returned in cases where the policy is

successfully challenged by the carrier.

Even if such claims are unsuccessful, significant amounts may need to be expended in defending

such claims, thereby reducing the amounts we may receive from NIBs and other life settlement interests we may purchase.

NIBs, we could lose some or all the amounts we have invested in NIBs, although in some states the issuing insurance company may be required

to repay the premiums if it rescinds the policy.

Some states, such as New Jersey, allow the carrier to retain all the premiums in the

event the policy is rescinded, and some states, such as Delaware, require premiums to be returned in cases where the policy is successfully

challenged by the carrier.

Even if such claims are unsuccessful, significant amounts may need to be expended in defending such claims,

thereby reducing the amounts we may receive from NIBs and other life settlement interests we may purchase.

also exists regarding the applicability of state insurable interest requirements applicable to the purchase of a policy by an insured

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of our shares, among other factors:

Conditions and publicity regarding the life settlement

market and related regulations generally;

Regulatory developments in the life settlement market;

Lack of listing for our common stock;

Lack of shares of our common stock in public float;

Lack of market makers with respect to our common stock;

Inability to raise needed capital;

Low volume of trading of our common stock;

Price and volume fluctuations in the stock market at

large, which do not relate to our operating performance;

Comments by securities analysts or government officials,

including those with regard to the viability or profitability of the life settlement industry generally or with regard to our ability

to meet market expectations.

and publicity regarding the life settlement market and related regulations generally;

developments in the life settlement market;

of listing for our common stock;

of shares of our common stock in public float;

of market makers with respect to our common stock;

to raise needed capital;

volume of trading of our common stock;

and volume fluctuations in the stock market at large, which do not relate to our operating performance;

by securities analysts or government officials, including those with regard to the viability or profitability of the life settlement

industry generally or with regard to our ability to meet market expectations.

stock market has from time to time experienced extreme price and volume fluctuations that are unrelated to the operating performance

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operations and financial prospects.

management and two stockholders beneficially own approximately 64% of our outstanding common stock and therefore can exert control over

our business.

management and two stockholders beneficially own approximately 65% of our outstanding common stock and therefore can exert control

over our business.

of our management team and two stockholders together beneficially own approximately 65% of our outstanding common stock.

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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-K

Item 1A. Risk Factors