What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-02-14 · 44 added, 134 removed, 123 unchanged (59% of the section changed)

Management’s Discussions and Analysis of Financial Condition and Results of Operations.

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, 2022 and 2021.

For a complete understanding, this Management’s Discussion

and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Financial Statements and Notes to

the Financial Statements contained in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended March

Forward-looking

80 unchanged sentences

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

We have developed 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.

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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 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

Settlements is not a market sector without competition and, at present, we are a minor competitor.

We will need substantial additional

funds to effectively compete in this industry and no assurance can be given that we will be able to adequately fund our current and intended

operations through debt or equity financing.

The Company has no current source of operating revenues.

When we hold NIBs we may be required

to expend funds on premiums, interest and servicing costs to protect our interest in NIBs, though we have no legal responsibility nor

adequate funds for these payments.

In the event that neither party fulfils the financial obligations pertaining to the premiums, interest

and servicing costs, we would be required to evaluate our investment in NIBs for possible adverse impairment.

we hold NIBs, we use an estimation methodology to project cash flows and returns as presented.

The estimation model requires many assumptions,

including, but not limited to the following:

(i) an assumption that the distinct number of lives in our portfolio would exhibit similar

experience to a statistically diverse portfolio from which mortality tables have been created;

(ii) an assumption that the life expectancies

(the “LE” or “LEs”) provided by LE providers represent the actuarial mean of the life expectancies of the insureds

in our portfolio, (iii) the weighted average of the LEs provided by the LE providers represents an appropriate method for adjusting for

discrepancies in the LEs;

(iv) life expectancy tables and projections are accurate;

(v) the minimum premiums calculated based on the

in-force illustrations provided by life insurance carriers are accurate and will not change over the course of the lifetime of our portfolio;

and (vi) the Holders’ Lender fees, MRI fees, and insurance, servicing and custodial fees will not change materially over time.

While this method of modeling cash flows is helpful in providing a theoretical expectation of potential returns that might be produced

from our NIBs portfolio, actual cash flows and returns inevitably will be different (possibly materially) due to the fact that predicting

the exact date of death of any individual is virtually impossible.

The provision of a theoretical cash flow model is by no means any

guarantee of any results.

The actual performance of these NIB interests (as well as our future expectations as to what such performance

might be) may differ substantially from our expectations, especially if any of the assumptions change or differ from our initial assumptions.

As of June 30, 2023, none of the milestones related to the potential issuance of equity have been met.

of Operations

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 December 31, 2022 or 2021.

& Administrative Expenses

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.

Income and Expenses

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 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 nine months ended December 31, 2022 or 2021.

Ended June 30, 2023, Compared with Three-Months Ended June 30, 2022

to the Company not holding NIBs, no interest income was recorded for the three months ended June 30, 2023, or 2022.

& Administrative Expenses

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

and administrative expenses totaled $131,299, and $213,957 during the three months ended June 30, 2023, and 2022, respectively.

A significant

portion of these expenses were professional fees and payroll costs.

The decrease in expenses was primarily due to a decrease in professional

The reduction in these expenses was primarily attributable to lower

monthly fees from our contractors.

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, 2023, we recognized $398,920 as loss on extinguishment of debt in conjunction with related party debt.

the three months ended June 30, 2023, 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, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $40,500 and

$97,761, respectively.

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.

the three months ended June 30, 2023, and 2022, interest expense accrued in the amount of $97,973 and $74,139, respectively.

in interest expense was a result of higher loan balances, as well as an additional $15,765 of debt discount recognized during the three

the three months ended June 30, 2023, and June 30, 2022, other expenses related to pursuing potential financing alternatives were

$0 and $13,500, respectively.

the three months ended June 30, 2023, and 2022, the Company recorded net loss before income taxes of $338,192, and $301,596, respectively,

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, 2022, we had $3,158 of cash,

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

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.

Our monthly expenses are anticipated to be approximately

$70,000, 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, 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 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.

payable from related parties and the issuance of convertible debentures.

As of June 30, 2023, we had $6,071 of cash, compared to $553

as of March 31, 2023.

As of June 30, 2023, the Company had access to draw an additional $4,299,942 on the notes payable, related party

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

Our monthly expenses are anticipated to be approximately $44,000, which includes

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

legal and accounting expenses.

Outstanding Accounts Payable as of June 30, 2023, totaled $464,389, and other accrued liabilities totaled

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 2024.

June 30, 2023, we owed $4,910,857, including accrued interest, for debt obligations.

We owed $3,306,058 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, 2023, one note payable and line-of-credit had a principal balance of $50,000 due on

July 29, 2024, and $1,119,508 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 $1,310,550,

and the line of credit is currently extended through November 30, 2024.

At June 30, 2023, unsecured promissory notes had principal

balances totaling $826,000 and are due August 31, 2024.

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

of June 30, 2023, is open through November 30, 2024.

As of August 14, 2023, there was $4,299,942 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, 2023, which was filed with the SEC on June 29, 2023.

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