What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 230 added, 195 removed, 248 unchanged (63% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

June 30, 2023

March 31, 2023

Current Assets

Cash and cash equivalents

Prepaid expenses and other assets

Cash and cash

expenses and other assets

Total Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

2 unchanged sentences

Accrued expenses

Current portion of notes payable

Current portion of notes payable, related parties

Stock repurchase payable

Current portion of notes

payable, related parties

Current portion of notes

repurchase payable

Total Current Liabilities

1 unchanged sentence

Accrued expenses

Notes payable, net of current portion

Notes payable, related parties, net of current portion, net of debt discount

payable, related parties, net of current portion, net of debt discount

Total Long-Term Liabilities

1 unchanged sentence

Stockholders’ Deficit

Preferred stock, authorized 10,000,000 shares, par value $ 0.001 ;

Preferred stock, authorized 10,000,000

shares, par value $ 0.001 ;

- 0 - shares issued and outstanding

Common stock, authorized 500,000,000 shares, par value $ 0.001 ;

41,408,441 shares issued and outstanding as of June 30, 2023 and March 31, 2023

Common stock, authorized 500,000,000 shares,

par value $ 0.001 ;

41,608,441 shares issued and outstanding as of September 30, 2023;

and 41,408,441 shares issued and oustanding as of March 31, 2023

Additional paid-in capital

Accumulated deficit

( 35,601,051 )

( 35,061,875 )

Total Stockholders’ Deficit

Total Stockholders’

( 5,859,467 )

( 6,033,908 )

Total Liabilities and Stockholders’ Deficit

Total Liabilities and

Stockholders’ Deficit

accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Consolidated Statements of Operations

Three Months Ended June 30,

Income from Investments

General and Administrative Expenses

Administrative Expenses

Loss from Operations

Other Income (Expense)

Loss on extinguishment of debt

Loss on extinguishment

Gain on settlement of liabilities

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$ ( 250,941 )

Loss per share - basic and diluted

Weighted average shares outstanding - basic and diluted

$ ( 539,176 )

$ ( 552,537 )

Loss per share - basic

Weighted average shares outstanding - basic

accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Consolidated Statements of Stockholders’ Deficit

the Three Months Ended June 30, 2023 and 2022

the Six Months Ended September 30, 2023 and 2022

Stockholders’

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( 5,328,463 )

Balance, March 31, 2023

Balance, September 30, 2022

$ ( 32,802,431 )

$ ( 5,579,404 )

Stockholders’

Balance, March 31, 2023

$ ( 35,061,875 )

1 unchanged sentence

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

Warrants issued in connection to extinguishment

Balance, June 30, 2023

1 unchanged sentence

( 5,899,468 )

Beginning balance

( 35,400,067 )

( 5,899,468 )

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

Balance, September 30, 2023

$ ( 35,601,051 )

$ ( 5,859,467 )

Ending balance

( 35,601,051 )

( 5,859,467 )

accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended June 30,

Months Ended September 30,

Operating Activities

1 unchanged sentence

$ ( 552,537 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on extinguishment of debt

Adjustments to reconcile

net loss to net cash used in operating activities:

Loss on extinguishment

Gain on settlement of liabilities

Amortization of debt discount

Changes in operating assets and liabilities

Prepaid expenses and other assets

Changes in operating assets

and liabilities

Prepaid expenses and other

Accounts payable

Accrued expenses

Net Cash used in Operating Activities

Cash used in Operating Activities

Financing Activities

Proceeds from issuance of notes payable, related party

Net Cash provided by Financing Activities

Net Change in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Period

Cash and Cash Equivalents at End of Period

Supplemental disclosure of cash flow information:

Proceeds from issuance

of common stock and warrants – net of issuance costs

from issuance of notes payable, related party

Cash provided by Financing Activities

Net Change in Cash and Cash

and Cash Equivalents at Beginning of Period

and Cash Equivalents at End of Period

Supplemental disclosure

of cash flow information:

Cash paid for interest

Cash paid for income taxes

Non Cash Financing & Investing Activities, and Other Disclosures

Issued warrants as debt issuance costs

Non Cash Financing &

Investing Activities, and Other Disclosures

Issued warrants as debt

issuance costs

accompanying notes are an integral part of these condensed consolidated financial statements.

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the fiscal year ended March 31, 2023, which was filed with the SEC on June 29, 2023.

The results from operations for the three-month

period ended June 30, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2024.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial

position, results of operations, stockholders’ equity, and cash flows at June 30, 2023 and for all periods presented herein have

The results from operations for the three- and six-month

period ended September 30, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31,

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the

financial position, results of operations, stockholders’ equity, and cash flows at September 30, 2023 and for all periods presented

herein have been made.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

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

requires 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

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

agreement requires the Company 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 the Company successfully reaching certain milestones.

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 the Company will be an advisor.

As of August 14, 2023 , none of the milestones related to the potential issuance of equity

have been met.

requires 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 the Company successfully reaching certain milestones.

Further, the agreement requires the

Company 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

share) contingent upon the Consultant and the Company 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 the Company will be an advisor.

As of November 14, 2023, none of

the milestones related to the potential issuance of equity have been met.

does not expect any of these milestones to be met in the next 12 months.

Accounting Policies

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Potentially dilutive securities are not included in the

calculation of diluted net loss per share for the three months ended June 30, 2023, or 2022, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2023, and 2022, are comprised of warrants convertible into 10,170,544 and

7,250,241 shares of common stock, respectively.

calculation of diluted net loss per share for the three and six months ended September 30, 2023, or 2022, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of September 30, 2023, and 2022, are comprised of warrants convertible into 10,708,544

and 7,250,241 shares of common stock, respectively.

Accounting Pronouncements

6 unchanged sentences

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

As of June 30, 2023, the Company had $ 6,071 of cash

assets, 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 (see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 7).

For the three months ended June

30, 2023, the Company’s average monthly operating expenses were approximately $ 44,000 , which includes salaries of the Company’s

employee, consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses.

to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, financing

expenses of $ 0 and $ 13,500 were incurred during the three months ended June 30, 2023, and 2022, respectively.

As management continues

to explore additional financing alternatives, beginning July 1, 2023, the Company is expected to spend up to an additional $ 300,000 on

these efforts.

Outstanding Accounts Payable as of June 30, 2023, totaled $ 464,389 .

Management has concluded that its existing capital

resources and availability under its existing convertible debentures and debt agreements with related parties will be sufficient to fund

its operating working capital requirements for at least the next 12 months from the issuance of these financial statements, or through

Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases

in lines-of-credit, can be relied on.

As mentioned above, the Company also continues to evaluate other debt and equity financing opportunities.

As of September 30, 2023, the Company had $ 184,992

of cash assets, compared to $ 553 as of March 31, 2023.

As of September 30, 2023, the Company had access to draw an additional $ 4,230,942

on the notes payable, related party (see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 7).

For the six months

ended September 30, 2023, the Company’s average monthly operating expenses were approximately $ 41,000 , which includes salaries

of the Company’s employee, consulting agreements and contract labor, general and administrative expenses and legal and accounting

In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities,

and as a result, financing expenses of $ 0 and $ 27,000 were incurred during the six months ended September 30, 2023, and 2022, respectively.

As management continues to explore additional financing alternatives, beginning October 1, 2023, the Company is expected to spend up

to an additional $ 300,000 on these efforts.

Outstanding Accounts Payable as of September 30, 2023, totaled $ 463,050 .

Management has concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements

with related parties will be sufficient to fund its operating working capital requirements for at least the next 12 months from the issuance

of these financial statements, or through November 2024.

Related parties have given assurance that their continued support, by way of

either extensions of due dates, or increases in lines-of-credit, can be relied on.

As mentioned above, the Company also continues to

evaluate other debt and equity financing opportunities.

recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United

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Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during

the three months ended June 30, 2023 and 2022.

the six months ended September 30, 2023, and 2022.

Financial Instruments

8 unchanged sentences

books of the Company.

The total number of common shares canceled/retired was 8,000,000 .

6,000,000 of the 8,000,000 shares were owned

by a related party to the Company.

The total liability related to the repurchase of these shares is $ 400,000 , with repayment to the related

party stockholders contingent on a major financing event.

The total number of common shares canceled/retired was 8,000,000 , of which 6,000,000 shares were owned by a related

party to the Company.

The total liability related to the repurchase of these shares is $ 400,000 , with repayment to the related party

stockholders contingent on a major financing event.

$ 300,000 of the $ 400,000 liability is to a related party.

15, 2023, the Company issued a private placement memorandum offering to raise up to $ 1,500,000 through the issuance of restricted shares

of the Company’s common stock (par value $ 0.001 ) to qualified investors.

On September 20, 2023, the Company received subscription

agreements from an investor, for 200,000 shares of common stock in conjunction with a purchase of 400,000 warrants to purchase shares

of common stock.

The proceeds from this transaction were $ 200,000 .

Subscription agreements from additional investors were received subsequent

to September 30, 2023 (see note 8).

to Purchase Common Stock

13 unchanged sentences

fair value of the Company’s common stock on the date of grant, and expire 5 years from the date of issuance.

the fiscal quarter ended June 30, 2023, the Company issued 223,900 warrants to the Chairman of the Board of Directors in conjunction

with monies borrowed during the period per the terms outlined above.

The exercise price of these warrants was $ 1.05 .

The value of the

warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 166,001 .

The inputs used in this calculation

included a fair value of the underlying common stock of $ 1.049 per share, a risk-free between 3.36 % and 4.06 % , volatility between 86.52 %

and 89.11 % and a dividend rate of 0 % .

June 5, 2023, the Company issued 543,000

warrants to Mr.

Dickman in conjunction with an

extension of the maturity dates during the period per the terms outlined above.

the six months ended September 30, 2023, the Company issued 281,900

warrants to the Chairman of the Board of Directors in conjunction with monies borrowed during the period per the terms outlined

The exercise price of these warrants was $ 1.05 .

1 unchanged sentence

The inputs used in this calculation included a fair value of the underlying common stock of $ 1.049

per share, a risk-free rate of 3.82 % ,

volatility of 89.07 %

per share, a risk-free between 3.36 %

volatility between 86.04 %

and a dividend rate of 0 %.

the six months ended September 30, 2023, the Company issued 281,900 warrants to Radiant Life, LLC in conjunction with monies borrowed

during the period per the terms outlined above.

The exercise price of these warrants was $ 1.05 .

The value of the warrants on the date

of grant, as calculated by the Black-Scholes-Merton valuation model was $ 58,402 .

The inputs used in this calculation included a fair

value of the underlying common stock of $ 1.049 per share, a risk-free between 4.04 % and 4.29 %, volatility between 85.03 % and 86.44 % and

a dividend rate of 0 %.

On June 5, 2023, the

Company issued 543,000 warrants to Mr.

Dickman in conjunction with an extension of the maturity dates during the period per the terms

outlined above.

The exercise price of these warrants was $ 1.05 .

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton

valuation model was $ 398,920 .

The inputs used in this calculation included a fair value of the underlying common stock of $ 1.049 per share,

a risk-free rate of 3.82 %, volatility of 89.07 % and a dividend rate of 0 %.

On September 20, 2023, the

Company issued 400,000 warrants to an equity investor, which vested immediately, in conjunction with a purchase of 200,000 shares of the

Company’s common stock.

The exercise price of these warrants was $ 0.35 .

SCHEDULE OF WARRANT OUTSTANDING

Number of Warrants

Outstanding at March 31, 2023

1 unchanged sentence

Granted in conjunction with extension

Outstanding at June 30, 2023

Exercisable at June 30, 2023

was no change in the number of warrants outstanding during the three months ended June 30, 2022.

following table summarizes the warrants issued and outstanding as of June 30, 2023

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised

June 20, 2022, the Company amended the agreements with the related party lenders to adjust the exercise price of the warrants issued

in conjunction with extensions of due dates and new monies lent on the outstanding notes payable, related parties from January 5, 2022,

to February 5, 2022 .

The original agreements stated that the exercise price of the warrants issued was $ 0.05 .

The amended agreements

adjust the exercise price from $ 0.05 to $ 1.05 , which is the estimated fair market value of the common stock on the grant dates of the

The original agreements inadvertently stated an exercise price of $ 0.05 , when the Company had intended to grant warrants with

an exercise price of $ 1.05 .

This modification was evaluated, and it was determined that the increase in exercise price resulted in a

decrease in the fair value of the warrants issued from January 5, 2022, to February 5, 2022, and therefore no additional warrant expense

was required.

Granted to investors

Outstanding at September 30, 2023

Exercisable at September 30, 2023

following table summarizes the warrants issued and outstanding as of September 30, 2023:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

Average Remaining Contractual

to Company if Exercised

shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the

9 unchanged sentences

has been amended through a series of amendments to extend the due date from

April 6, 2023 to August 31, 2024, or at the immediate time when alternative financing or other proceeds are received.

These extensions

have no bearing on the warrants that were issued in conjunction with the original promissory note.

This note is separate from the 8 %

convertible debenture agreement that the Company has in place with Satco International, Ltd.

April 6, 2023 to August 31, 2024 ,

or at the immediate time when alternative financing or other proceeds are received .

These extensions have no bearing on the warrants that were issued in conjunction with the original promissory note.

This note is separate

from the 8 % convertible debenture agreement that the Company has in place with Satco International, Ltd.

(see note 7).

As of June 30, 2023, accrued

interest on the note totaled $ 53,589 .

As of September

30, 2023, accrued interest on the note totaled $ 59,638 .

NOTES PAYABLE, RELATED PARTY

of June 30, 2023, and March 31, 2023, the Company had borrowed $ 3,306,058 and $ 3,194,108 respectively, excluding accrued interest, from

related parties.

Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $ 0 and $ 364,908 is recorded on

the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023, respectively.

Long-term accrued interest associated

with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,127,121 and $ 857,685 is recorded on the balance sheet as an Accrued Expense obligation at

June 30, 2023, and March 31, 2023, respectively.

of September 30, 2023, and March 31, 2023, the Company had borrowed $ 3,375,058 and $ 3,194,108 respectively, excluding accrued interest,

from related parties.

Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties,

of $ 365,914 and $ 364,908 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2023, and March 31, 2023,

respectively.

Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of

$ 840,770 and $ 857,684 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2023, and March

31, 2023, respectively.

Party Promissory Notes

of both June 30, 2023, and March 31, 2023, the Company owed $ 826,000 under the unsecured promissory notes from Mr.

The promissory

notes bear interest at a rate of 8 % annually.

On June 5, 2023, the notes were amended to have a due date of August 31, 2024 , or at the

immediate time when alternative financing or other proceeds are received.

As per the provision outlined in Note 4, and in conjunction

with the extension of the due date of the promissory notes on June 5, 2023, the Company agreed to provide Mr.

Dickman with warrants for

543,000 shares of common stock (see Note 4).

During the year ended March 31, 2023, the Company neither borrowed any additional funds

under this agreement nor made any principal repayments.

As of June 30, 2023, accrued interest on the notes totaled $ 332,947 .

the Company completes a successful equity raise all principal and interest on the notes are due in full at that time.

The total number

of warrants issued to the related party lender was 2,633,332 as of June 30, 2023 (See Note 4 for further details on these warrants).

of both September 30, 2023, and March 31, 2023 ,

the Company owed $ 826,000

under the unsecured promissory notes from Mr.

The promissory notes bear interest at a rate of 8 %

On June 5, 2023, the notes were amended to have a due date of August 31, 2024, or at

the immediate time when alternative financing or other proceeds are received.

As per the provision outlined in Note 4, and in

conjunction with the extension of the due date of the promissory notes on June 5, 2023, the Company agreed to provide Mr.

with warrants for 543,000 shares of common stock (see Note 4).

During the year ended March 31, 2023 ,

the Company neither borrowed any additional funds under this agreement nor made any principal repayments.

As of September 30,

2023 , accrued interest on the notes totaled $ 356,423 .

In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that

The total number of warrants issued to the related party lender was 2,633,332

as of September 30, 2023 (See Note 4 for further details on these warrants).

July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC.

This agreement was in conjunction

with the Company borrowing $ 50,000

of Notes Payable, Related Party, and is not part

of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC.

The promissory note bears interest

at a rate of 8 %

annually and was amended on June 12, 2023 to

be due on July

As of June 30, 2023, accrued interest

on the note totaled $ 8,303 .

with the Company borrowing $ 50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit

agreement the Company has with Radiant Life, LLC.

The promissory note bears interest at a rate of 8 % annually and was amended on June

12, 2023, to be due on July 29, 2024 .

As of September 30, 2023 , accrued interest on the note totaled $ 9,490 .

Party Note Payable and Line of Credit Agreements

of June 30, 2023, and March 31, 2023, the Company owed $ 1,310,550

and $ 1,198,600 ,

of September 30, 2023, and March 31, 2023, the Company owed $ 1,339,550 and

$ 1,198,600 ,

respectively, exclusive of accrued interest, under the note payable and line of credit agreement with Kraig T.

1 unchanged sentence

of the Board of Directors and a stockholder.

As of June 30, 2023, the agreement allowed for borrowings of up to $ 4,600,000 .

During the three months ended June 30, 2023, the Company borrowed $ 111,950

in principal and made no repayments of principal on this agreement.

As of September 30, 2023 , the agreement

allowed for borrowings of up to $ 4,600,000 .

During the six months ended September 30, 2023, the Company borrowed $ 140,950 in

principal and made no repayments

of principal on this agreement.

The note payable and line of credit agreement incurs interest at 7.5 %

As of June 30, 2023, accrued interest on this note totaled $ 329,094 .

As per the provision outlined in Note 4, and in conjunction with the $ 111,950

borrowed during the three months ended June 30, 2023, the Company also agreed to provide the Chairman of the Board of Directors and

a stockholder, with warrants for 223,900

shares of common stock, vested immediately upon issuance, having an exercise price of $ 1.05

per share, and a 5 -year

As of September 30, 2023 , accrued interest on this note totaled $ 354,270 .

As per the provision outlined in Note 4, and in conjunction with the $ 140,950 borrowed

during the six months ended September 30, 2023, the Company also agreed to provide the Chairman of the Board of Directors and a

stockholder, with warrants for 281,900 shares

of common stock, vested immediately upon issuance, having an exercise price of $ 1.05 per

share, and a 5 -year

exercise window from the dates of issuance.

During the three months ended June 30, 2023, the

company amortized $ 10,530 of debt discount, leaving a remaining debt discount balance of $ 63,181 in association with these warrants.

The total number of warrants issued to the related party lender was 3,587,950

as of June 30, 2023 (see Note 4 for further details on these warrants).

of June 30, 2023, and March 31, 2023, the Company owed $ 1,119,508

in principle under the note payable and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman

of the Board of Directors.

The agreement allows for borrowings of up to $ 2,130,000 .

The note payable has a due date of the principal and interest on the note to November 30, 2024, or at the immediate time when

alternative financing or other proceeds are received.

The note payable and line of credit agreement incurs interest at 7.5 %

per annum and is collateralized by the Company’s NIBS, if any.

During the three months ended June 30, 2023, the Company

neither borrowed nor repaid any principal under this agreement.

As of June 30, 2023, accrued interest on this agreement totaled

As discussed in Note 4, a provision to the lending agreement provides the related party lender with common stock warrants upon the

lenders extension of a maturity due date or upon the loaning of additional monies.

No new warrants were issued during the

three months ended June 30, 2023.

During the three months ended June 30, 2023, the company

amortized $ 5,235 of debt discount, leaving a remaining debt discount balance of $ 31,410 in association with existing warrants.

The total number of warrants issued to the related party lender was 2,449,262

as of June 30, 2023 (see Note 4 for further details on these warrants).

of June 30, 2023, the unamortized debt discount on related party notes payable is $ 94,591 .

During the six months ended September 30, 2023,

the company amortized $ 23,878 of

debt discount, leaving a remaining debt discount balance of $ 67,079 in

association with these warrants.

The total number

of warrants issued to the related party lender was 3,645,950 as

of September 30, 2023 (see Note 4 for further details on these warrants).

of September 30, 2023, and March 31, 2023, the Company owed $ 1,159,508 and $ 1,119,508 , respectively, in principle under the note payable

and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors.

The agreement

allows for borrowings of up to $ 2,130,000 .

The note payable has a due date of the principal and interest on the note to November 30,

2024, or at the immediate time when alternative financing or other proceeds are received.

The note payable and line of credit

agreement incurs interest at 7.5 % per annum and is collateralized by the Company’s NIBS, if any.

During the three months and six

ended September 30, 2023, the Company borrowed $ 40,000 , and made no repayments of principal on this agreement.

As of September 30, 2023,

accrued interest on this agreement totaled $ 487,197 .

As per the provision outlined in Note 4, and in conjunction with the $ 40,000 borrowed

during the six months ended September 30, 2023, the Company also agreed to provide Radiant Life, LLC, with warrants for 80,000 shares

of common stock, vested immediately upon issuance, having an exercise price of $ 1.05 per share, and a 5 -year exercise window from the

date’s issuance.

During the six months ended September 30, 2023, the company amortized $ 14,426

of debt discount, leaving a remaining debt discount balance of $ 45,959 in association with existing warrants.

The total number

of warrants issued to the related party lender was 2,529,262 as of September 30, 2023 (see

Note 4 for further details on these warrants).

of September 30, 2023, the unamortized debt discount on related party notes payable is $ 113,038 .

CONVERTIBLE DEBENTURE AGREEMENT

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The original maturity date was June 2, 2016 , but was later extended, through a series of extensions, to November

As of June 30, 2023, and March 31, 2023, the Company owed $ 0 under the agreement, excluding accrued interest.

As of September 30, 2023, and March 31, 2023, the Company owed $ 0 under the agreement, excluding accrued interest.

The associated

interest of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023.

(8) GAIN ON SETTLEMENT OF LIABILITIES

During the three months ended

June 30, 2023, we negotiated a settlement to reduce the outstanding accounts payable to one vendor by $ 290,000 .

This gain was recorded

as a gain on settlement of liabilities.

interest of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2023, and March 31, 2023.

SUBSEQUENT EVENTS

October 4, 2023, the Company issued an additional 650,000 shares of common stock and 1,300,000 warrants to equity investors.

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 1. Financial Statements