What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-06-29 compared with 2022-06-29 · 57 added, 59 removed, 140 unchanged (45% of the section changed)

63 unchanged sentences

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 29, 2022 none of the milestones related to the potential issuance of equity have been met.

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

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.

Further, 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

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 29, 2023 none of the milestones

related to the potential issuance of equity have been met.

of Operations

Compared to 2021

Fiscal year ended March 31,

2023 compared to March 31, 2022

& Administrative Expenses

1 unchanged sentence

A significant

portion of these expenses were professional fees, payroll and travel expenses.

The decrease in expenses from March 31, 2021 to March

31, 2022 was primarily due to decreased professional fees.

portion of these expenses were professional fees, payroll, and rent expenses.

Income and Expenses

1 unchanged sentence

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

the year ended March 31, 2022, we recognized $1,869,971 as loss on extinguishment of debt in conjunction with related party debt.

the years ended March 31, 2023, and 2022, we recognized $1,745,808, and $1,869,971, respectively, as loss on extinguishment of debt in

conjunction with related party debt.

the years ended March 31, 2023, and 2022, interest expense totaled $329,890 and $287,687, respectively.

The increase in interest expense

was a result of higher loan balances.

Expenses incurred pursuing potential financing alternatives totaled $197,761 and $422,751, respectively.

the year ended March 31, 2021, we received notice that the full PPP Loan amount of $26,458 had been forgiven.

As such, the Company recorded

$26,458 of Gain on extinguishment of debt.

was a result of higher loan balances, as well as an additional $21,061 of debt discount recognized during the year.

For the years ended

March 31, 2023, and 2022, expenses incurred pursuing potential financing alternatives totaled $54,000 and $197,761, respectively.

the years ended March 31, 2023, and 2022, the Company recorded a net loss before income taxes of $2,811,981 and $2,760,936, respectively.

During the year ended March 31, 2022, we 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.

During the year ended March 31, 2022, we 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 .

and Capital Resources

6 unchanged sentences

Our monthly expenses are approximately $57,000, which includes salaries of our

employees, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses and estimated legal

employee, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses and estimated legal

and accounting expenses.

2 unchanged sentences

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 June 2023.

for the 12 months from the issuance of the financial statements.

Cash Flows Compared to 2022 Cash Flows

3 unchanged sentences

the year ended March 31, 2023, and 2022 net cash provided by financing activities was $192,300, and $1,060,000, respectively.

activities for both years consisted of borrowing on new related party promissory notes and existing notes payable and lines-of-credits.

Additionally, financing activities for both years included $500,000 in proceeds raised by issuance of our common stock through private

placement memorandums.

activities for both years consisted of borrowing on new related party promissory notes and existing notes payable and lines-of-credit.

Additionally, financing activities for the fiscal years ended March 31, 2023, and 2022 included $0 and $500,000 in proceeds raised by

issuance of our common stock through private placement memorandums, respectively.

March 31, 2023, we owed $4,716,701, including accrued interest, for debt obligations.

2 unchanged sentences

As of March 31, 2023, one note payable

and line-of-credit had a principal balance of $1,059,508 and is due on November 30, 2023, or when the Company completes a successful

equity raise (if earlier than the due date), at which time principal and interest is due in full .

The second note payable and

line-of-credit had a principal balance of $1,066,300, and the line of credit is due November 30, 2023.

The third note payable had a

principal balance of $50,000 and is due on July 29, 2022.

A fourth series of related-party promissory notes had a total principal

balance of $826,000 and are due on October 31, 2022.

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

March 31, 2022 is open through November 30, 2023.

As of June 29, 2021, 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.

had a principal balance of 1,119,508 and is due on November 30, 2024, and a line-of-credit had a principal balance of $50,000 and

subsequent to year end had been extended to have be due on July 29, 2024, or when the Company completes a successful equity raise

(if earlier than the due date), at which time principal and interest is due in full.

The second note payable and line-of-credit had

a principal balance of $1,198,600, and the line of credit is due November 30, 2024.

The third series of related-party promissory

notes had a total principal balance of $826,000 and subsequent to year end had been extended to have be due on August 31, 2024.

convertible debenture agreement, which has no principal balance due as of March 31, 2023, is open through November 30, 2024.

June 29, 2023, there was $4,345,892 available under the lines-of-credit we currently have with related parties and $3,000,000

available under the 8% convertible debenture agreement.

may borrow money in the future to finance our operations but can make no guarantees that such credit will be made available to us.

17 unchanged sentences

Interest payable

obligations consist of the principal pursuant to the notes payable from related parties and non-related parties (as mentioned above)

Debt obligations consist of the principal pursuant to the notes payable from related parties and non-related parties (as mentioned above)

Accounting Policies and Estimates

6 unchanged sentences

Actual results could differ from those estimates.

Based Compensation and Financing Costs , We measure stock-based compensation expense related to employee stock-based awards

and stock based expense associated with certain financing costs based on the estimated fair value of the awards as determined on the

date of grant and is recognized as expense over the remaining requisite service period or vesting period of the warrant.

We utilize the

Black-Scholes pricing model to estimate the fair value of stock options issued as compensation and warrants issued as financing costs.

The Black-Scholes model requires the input of highly subjective and complex assumptions, including the estimated fair value of our common

stock on the date of grant, the expected term of the stock option and warrant, and the expected volatility of our common stock over the

period equal to the expected term of the grant or warrant.

Uncontrollable uncertainties, such as fluctuation in interest rates, can have

an affect on our Black-Scholes estimate calculations.

Such fluctuations and other unforeseen changes in inputs could have a material

impact on the general and administrative expenses within our financial statements.

Our estimates forfeitures at the date of grant and

revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Value, As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair

value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

Based Compensation and Financing Costs , We measure stock-based compensation expense related to employee stock-based awards and stock

based expense associated with certain financing costs based on the estimated fair value of the awards as determined on the date of grant

and is recognized as expense over the remaining requisite service period or vesting period of the warrant.

We utilize the Black-Scholes

pricing model to estimate the fair value of stock options issued as compensation and warrants issued as financing costs.

The Black-Scholes

model requires the input of highly subjective and complex assumptions, including the estimated fair value of our common stock on the

date of grant, the expected term of the stock option and warrant, and the expected volatility of our common stock over the period equal

to the expected term of the grant or warrant.

Uncontrollable uncertainties, such as fluctuation in interest rates, can have an effect

on our Black-Scholes estimate calculations.

Such fluctuations and other unforeseen changes in inputs could have a material impact on

the general and administrative expenses within our financial statements.

Our estimates forfeitures at the date of grant and revises the

estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Value, As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is

the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

17 unchanged sentences

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 7. Management’s Discussion and Analysis