What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-13 compared with 2024-02-14 · 197 added, 271 removed, 218 unchanged (68% of the section changed)

2 unchanged sentences

AND SUBSIDIARY

Consolidated Balance Sheets

Balance Sheets

Current Assets

3 unchanged sentences

Total Current Assets

AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND

STOCKHOLDERS’ DEFICIT

Current Liabilities

9 unchanged sentences

Accrued expenses

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

Notes payable

Notes payable, related

parties, net of current portion, net of debt discount

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

Total Long-Term Liabilities

1 unchanged sentence

Stockholders’ Deficit

Preferred stock, authorized

10,000,000 shares,

Preferred stock, authorized 10,000,000 shares,

par value $ 0.001 ;

2 unchanged sentences

500,000,000 shares, par value $ 0.001 ;

42,258,441 shares issued and outstanding as of December 31, 2023;

and 41,408,441 shares issued and oustanding

as of March 31, 2023

42,438,441 shares issued and outstanding as of June, 30 2024;

and 42,258,441 shares issued

and outstanding as of March, 31 2024

Additional paid-in capital

9 unchanged sentences

AND SUBSIDIARY

Consolidated Statements of Operations

Statements of Operations

Months Ended June 30,

Income from Investments

7 unchanged sentences

Loss Before Income Taxes

( 1,224,388 )

Tax Provision (Benefit)

1 unchanged sentence

$ ( 338,192 )

$ ( 902,239 )

$ ( 1,224,388 )

per share - basic and diluted

4 unchanged sentences

AND SUBSIDIARY

Consolidated Statements of Stockholders’ Deficit

the Nine Months Ended December 31, 2023 and 2022

Statements of Stockholders’ Deficit

the Three Months Ended June 30, 2024 and 2023

Stockholders’

2 unchanged sentences

$ ( 6,033,908 )

Balance, June 30, 2022

( 32,551,490 )

( 5,328,463 )

Balance, September 30, 2022

( 32,802,431 )

( 5,579,404 )

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment

Balance, December 31, 2022

Balance, June 30, 2023

$ ( 35,400,067 )

4 unchanged sentences

$ ( 5,939,925 )

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment

Balance, June 30, 2023

$ ( 36,896,866 )

1 unchanged sentence

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

Balance, September 30, 2023

$ ( 35,601,051 )

$ ( 5,859,467 )

Beginning balance, value

$ ( 35,601,051 )

$ ( 5,859,467 )

Common stock and warrants issued for cash

Balance, December 31, 2023

Balance, June 30, 2024

$ ( 37,333,295 )

$ ( 6,196,354 )

Ending balance, value

( 37,333,295 )

3 unchanged sentences

AND SUBSIDIARY

Consolidated Statements of Cash Flows

Months Ended December 31,

Statements of Cash Flows

Months Ended June 30,

Operating Activities

13 unchanged sentences

Proceeds from issuance

of common stock and warrants – net of issuance costs

of common stock and warrants

from issuance of notes payable, related party

Repayment of notes payable, related party

Cash provided by Financing Activities

23 unchanged sentences

conjunction with the audited financial statements and accompanying notes 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.

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

period ended December 31, 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 December 31, 2023 and for all periods presented

herein have been made.

the fiscal year ended March 31, 2024, which was filed with the SEC on July 1, 2024.

The results from operations for the three-month period

ended June 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2025.

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, 2024 and for all periods presented herein have

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

27 unchanged sentences

professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

the latter part of the year ended March 31, 2021, the Company began working closely with bond placement agents and aggregators to establish

Company has developed an additional business offering working closely with bond placement agents and aggregators to establish

various aspects of a proprietary, investment grade bond offering.

In this arrangement, the Company participates as the sole originator

in the role of structuring and advising on the structure of the proprietary bond instrument.

Included in the role of structuring financial

assets, the Company uses proprietary analytics to establish the makeup of the rated instrument, including but not limited to, life settlement

assets (life insurance policies) and managed cash, and implements a process of selective assembly of the underlying assets and cash management

that will meet the policy requirements and analytics.

The Company provides current and ongoing resources for all analytics, as well as

advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts.

advisory role, the Company is reimbursed for all expenses associated with the structuring and preparation of any bond offering, will

receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the

bond is retired.

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 February 14, 2024, none of the milestones related to the potential issuance of equity

have been met.

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

In this arrangement, the Company participates as the sole

originator in the role of structuring and advising on the structure of the proprietary bond instrument.

Included in the role of

structuring financial assets, the Company uses proprietary analytics to establish the makeup of the rated instrument, including but

not limited to, life settlement assets (life insurance policies) and managed cash, and implements a process of selective assembly of

the underlying assets and cash management that will meet the policy requirements and analytics.

The Company provides current and

ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade ratings for the

managed asset pool and the managed cash accounts.

In its advisory role, the Company is reimbursed for all expenses associated with

the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and

then will hold residual rights on the balance of assets once the bond is retired.

Accounting Policies

2 unchanged sentences

and Diluted Net Income (Loss) Per Common Share

net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the

periods presented using the treasury stock method.

Diluted net loss per common share is computed by including common shares that may

be issued subject to existing rights with dilutive potential, when applicable.

Potential dilutive common stock equivalents are

primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants.

dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method.

Potentially dilutive

securities are not included in the calculation of diluted net loss per share for the three and nine months ended December 31, 2023,

or 2022, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of December 31, 2023, and 2022, are

comprised of warrants convertible into 12,008,544

and 7,250,241

net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods

presented using the treasury stock method.

Diluted net loss per common share is computed by including common shares that may be issued

subject to existing rights with dilutive potential, when applicable.

Potential dilutive common stock equivalents are primarily comprised

of potential dilutive shares resulting from convertible debt agreements and common stock warrants.

Potentially dilutive shares resulting

from convertible debt agreements are evaluated using the if-converted method.

Potentially dilutive securities are not included in the

calculation of diluted net loss per share for the three months ended June 30, 2024, or 2023, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2024, and 2023, are comprised of warrants convertible into 13,403,573 and

10,170,544 shares of common stock, respectively.

7 unchanged sentences

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

As of December 31, 2023, the Company had $ 556,240

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

As of December 31, 2023, the Company had access to draw an additional $ 4,265,942

As of June 30, 2024, the Company had $ 185,259 of

cash assets, compared to $ 329,860 as of March 31, 2024.

As of June 30, 2024, the Company had access to draw an additional $ 4,265,942

on the notes payable, related party (see Note 5) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 6).

For the nine months

ended December 31, 2023, the Company’s average monthly operating expenses were approximately $ 49,000 , 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 $ 105,000 and $ 40,500 were incurred during the nine months ended December 31, 2023, and 2022, respectively.

As management continues to explore additional financing alternatives, beginning January 1, 2024, the Company is expected to spend up

to an additional $ 300,000 on these efforts.

Outstanding Accounts Payable as of December 31, 2023, totaled $ 463,066 .

Management has concluded

that its existing capital resources and availability under its existing 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

February 2025.

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.

For the three months

ended June 30, 2024, the Company’s average monthly operating expenses were approximately $ 67,000 , which includes salaries of the

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

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 $ 155,000 and $ 0 were incurred during the three months ended June 30, 2024, and 2023, respectively.

management continues to explore additional financing alternatives, beginning July 1, 2024, the Company is expected to spend up to an

additional $ 300,000 on these efforts.

Outstanding Accounts Payable as of June 30, 2024, totaled $ 452,604 .

Management has concluded that

its existing capital resources and availability under its existing 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 August

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.

17 unchanged sentences

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

the nine months ended December 31, 2023, and 2022.

the three months ended June 30, 2024, and 2023.

Company issues warrants from time to time (see Note 7), which fair value is calculated using Level 3 inputs.

4 unchanged sentences

the fair values as the interest rate approximates market interest rates.

STOCKHOLDERS’ EQUITY

December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price

to the Company of $ 0.05 per share.

The Company has cancelled the acquired shares, which decreased the outstanding common shares on the

books of the Company.

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.

August 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 $ 400,000 .

On October 4, 2023, the Company received subscription agreements from

three separate investors, for 650,000 shares of common stock in conjunction with a purchase of 1,300,000 warrants to purchase shares

of common stock.

The proceeds from this transaction were $ 650,000 .

to Purchase Common Stock

Company’s related party lenders consist of:

Kraig Higginson, the Chairman of the Board of Directors and a stockholder, Radiant

Life, LLC, and Mr.

Dickman, a board member and stockholder.

These holders of the related party unsecured promissory notes hold agreements

that provide each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning

of additional monies.

The number of warrants issued for an extension is based on the following formula:

10,000 warrants per month the

due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension

(rounded to the nearest whole warrant).

Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar

All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equivalent to the

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

the nine months ended December 31, 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 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 $ 258,354 .

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 4.19 %, volatility between 86.04 %

and 89.11 % and a dividend rate of 0 %.

the nine months ended December 31, 2023, the Company issued 80,000 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 %.

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 $ 523,451 .

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

September 20, 2023 and October 4, 2023, the Company issued 1,700,000 warrants to equity investors,

which vested immediately, in conjunction with a purchase of 850,000 shares of the Company’s common stock.

The exercise price of

these warrants was $ 0.35 .

SCHEDULE OF WARRANT OUTSTANDING

Outstanding at March 31, 2023

Granted in conjunction with monies borrowed

Granted in conjunction with extension

Granted to investors

Outstanding at December 31, 2023

Exercisable at December 31, 2023

following table summarizes the warrants issued and outstanding as of December 31, 2023:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

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

holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock.

NOTES PAYABLE

3 unchanged sentences

In conjunction with this note, the Company issued warrants for 1,000,000

shares of common stock, exercisable at $ 1.00 per share and expiring in 3 years from the date of the promissory note.

Since that date,

the unsecured promissory note with Satco International, Ltd.

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.

shares of common stock, exercisable at $ 1.00 per share and expiring in 3 years from the date of the promissory note, which are now expired.

Since the original note date, the unsecured promissory note with Satco International, Ltd.

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

Subsequent to quarter end, this unsecured promissory note was extended to have a due date of August 31, 2025.

These extensions

3 unchanged sentences

(see Note 6 ).

As of December 31, 2023, accrued

As of June 30, 2024, accrued

interest on the note totaled $ 77,655 .

NOTES PAYABLE, RELATED PARTY

of December 31, 2023, and March 31, 2023, the Company had borrowed $ 3,340,058 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 $ 10,702 and $ 364,908 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2023, and March 31, 2023,

respectively.

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

$ 1,277,613 and $ 857,684 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2023, and March 31, 2023, respectively.

of June 30, 2024, and March 31, 2024, the Company had borrowed $ 3,340,058 , excluding accrued interest, from related parties.

accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $ 13,172 and $ 11,925 is

recorded on the balance sheet as an Accrued Expense obligation at June 30, 2024, and March 31, 2024, respectively.

Long-term accrued

interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,516,484 and $ 1,357,738 is recorded

on the balance sheet as an Accrued Expense obligation at June 30, 2024, and March 31, 2024, respectively.

Party Promissory Notes

of both December 31, 2023, and March 31, 2023 ,

the Company owed $ 826,000 under the unsecured promissory notes from Mr.

of both June 30, 2024, and March 31, 2024 ,

the Company owed $ 826,000 , exclusive of accrued interest, 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).

to quarter end, as per the provision outlined in Note 4, Mr.

On January 26, 2024, as per the provision outlined

in Note 7 , Mr.

Dickman agreed to extend the unsecured promissory note to November 30, 2025.

The Company agreed to provide Mr.

Dickman with warrants to purchase 563,000 shares of common stock (see Note 8).

During the nine months

ended December 31, 2023 , the Company neither borrowed any additional funds under this agreement

nor made any principal repayments.

As of December 31, 2023 , accrued interest on the notes

totaled $ 380,027 .

In the event 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 December 31, 2023 (See Note 4 for further details on these warrants).

with warrants to purchase 563,000 shares of common stock (see Note 8).

During the three months ended June 30, 2024 ,

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

As of June 30, 2024 ,

accrued interest on the notes totaled $ 428,516 .

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

total number of warrants issued to the related party lender was 3,196,332 as of June 30, 2024 (See Note 7 for further details on these

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 29, 2024 .

As of December 31, 2023, accrued interest on the note totaled

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 June 30, 2024 , accrued interest on the note totaled $ 13,172 .

Subsequent to quarter end, the company fully repaid the principal and interest due on this note, totaling $ 63,200 .

Party Note Payable and Line of Credit Agreements

of December 31, 2023, and March 31, 2023, the Company owed $ 1,304,550 and $ 1,198,600 , respectively,

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

Higginson, Chairman of the Board of

Directors and a stockholder.

As of December 31, 2023 , the agreement allowed for borrowings

of up to $ 4,600,000 .

During the nine months ended December 31, 2023, the Company borrowed

$ 140,950 in principal and made repayments on principal of $ 35,000 on this agreement.

The note payable and line of credit agreement incurs

interest at 7.5 % per annum.

As of December 31, 2023 , accrued interest on this note totaled

As per the provision outlined in Note 4, and in conjunction with the $ 140,950 borrowed during the nine months ended December

31, 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.

Subsequent to quarter end, as per the provision outlined in Note 4, the Chairman

of the Board of Directors agreed to extend the note payable and line of credit to November 30, 2025.

The Company agreed to provide the

Chairman of the Board of Directors with warrants to purchase 772,275 shares of common stock (see Note 8).

During the nine months ended

December 31, 2023, the company amortized $ 37,226 of debt discount, leaving a remaining debt discount balance of $ 53,731 in association

with these warrants.

The total number of warrants issued to the related party lender was 3,645,950 as of December 31, 2023 (see

Note 4 for further details on these warrants).

of December 31, 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 of 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 nine-months ended December 31, 2023,

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

As of December 31, 2023, accrued interest on this

agreement totaled $ 518,619 .

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

ended December 31, 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.

Subsequent to quarter end, as per the provision outlined in Note 4, the Radiant Life, LLC agreed

to extend the note payable and lines of credit to November 30, 2025.

The Company agreed to provide Radiant Life, LLC with warrants to

purchase 699,754 shares of common stock (see Note 8).

During the nine months ended December 31, 2023, the company amortized $ 23,618 of

debt discount, leaving a remaining debt discount balance of $ 36,767 in association with existing warrants.

The total number of

warrants issued to the related party lender was 2,529,262 as of December 31, 2023 (see Note

4 for further details on these warrants).

of December 31, 2023, the unamortized debt discount on related party notes payable is $ 90,498 .

of June 30, 2024, and March 31, 2024, the Company owed $ 1,304,550 , exclusive of accrued

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

Higginson, Chairman of the Board of Directors and a stockholder.

As of June 30, 2024 , the agreement allowed for borrowings of up to $ 4,600,000 .

payable has a due date of the principal and interest on the note of November 30, 2025, 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.

During the three months

ended June 30, 2024, the Company did not borrow and made no repayments of principal on this

As of June 30, 2024 , accrued interest on this note totaled $ 427,754 .

number of warrants issued to the related party lender was 4,418,225 as of June 30, 2024 (see Note 7 for further details on these warrants).

of June 30, 2024, and March 31, 2024, the Company owed $ 1,159,508 , exclusive of accrued interest, 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 of November 30, 2025, 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, 2024, the Company

did not borrow and made no repayments of principal on this agreement.

As of June 30, 2024, accrued interest on this agreement totaled

The total number of warrants issued to the related party lender was 3,229,016

as of June 30, 2024 (see Note 7 for further details on these warrants).

of June 30, 2024, there was no unamortized debt discount on related party notes payable.

CONVERTIBLE DEBENTURE AGREEMENT

8 unchanged sentences

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

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

As of June 30, 2024, and March 31, 2024, 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 December 31, 2023, and March 31, 2023.

interest of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2024, and March 31, 2024.

STOCKHOLDERS’ EQUITY

December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase

price to the Company of $ 0.05

The Company has cancelled the acquired shares, which decreased the common shares outstanding.

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.

of the $ 400,000

liability is due to a related party.

August 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 $ 400,000 .

On October 4, 2023, the Company received subscription agreements from

three separate investors, for 650,000 shares of common stock in conjunction with a purchase of 1,300,000 warrants to purchase shares

of common stock.

The proceeds from this transaction were $ 650,000 .

June 18, 2024, and June 21, 2024, the Company received subscription agreements from six separate investors, for 180,000 shares of common

stock in conjunction with a purchase of 360,000 warrants to purchase shares of common stock.

The proceeds from these transactions were

to Purchase Common Stock

Company’s related party lenders consist of:

Kraig Higginson, the Chairman of the Board of Directors and a stockholder, Radiant

Life, LLC, and Mr.

Dickman, a board member and stockholder.

These holders of the related party unsecured promissory notes hold agreements

that provide each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning

of additional monies.

The number of warrants issued for an extension is based on the following formula:

10,000 warrants per month the

due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension

(rounded to the nearest whole warrant) .

Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar

All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equivalent to the

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

the three months ended June 30, 2024, the Company issued no new warrants to the Chairman of the Board of Directors, Radiant Life, LLC

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

June 18, 2024 and June 21, 2024, the Company issued 360,000

warrants to equity investors, which vested immediately and expire 5 years from the date of issuance, in conjunction with a purchase of 180,000

shares of the Company’s common stock.

The exercise price of these warrants was $ 0.35 .

the three months ended June 30, 2024, 1,000,000 warrants that had been previously issued expired.

These warrants had an exercise price

of $ 1.00 and were issued in 2021 in association with the unsecured promissory note agreement that the Company has in place with Satco

International.

OF WARRANT OUTSTANDING

Average Exercise Price ($)

Outstanding at March 31, 2024

Granted to investors for cash

( 1,000,000 )

Outstanding at June 30, 2024

Exercisable at June 30, 2024

following table summarizes the warrants issued and outstanding as of June 30, 2024:

OF WARRANTS ISSUED AND OUTSTANDING

Average Remaining Contractual Life (Years)

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

holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock.

SUBSEQUENT EVENTS

to quarter end, the Company negotiated with the Chairman of the Board of Directors, Radiant Life, LLC, and Mr.

Dickman to extend the

due date of the notes payable, lines of credit, and an unsecured promissory note to November

In conjunction with these note extensions,

the Company issued 772,275 ,

warrants to the Chairman of the Board of Directors,

Radiant Life, LLC, and Mr.

Dickman, respectively (see Note 4).

The exercise price of these warrants

July 2, 2024, and July 10, 2024, the Company issued an additional 625,000 shares of stock and 1,250,000 warrants to two separate investors for cash of $ 625,000 .

July 5, 2024, the Company paid $ 200,000 towards lines of credit with Radiant Life, LLC.

This $ 200,000 paid the principal balance on the

unsecured promissory note and the accrued interest, with all other funds being applied to accrued interest associated with the note payable

and lines of credit with Radiant Life, LLC (see Note 5).

The unsecured promissory note with Radiant Life, LLC was then closed.

after the payment was applied, the Company owed $ 1,159,508 in principal and $ 447,548 in interest is association with notes payable and

lines of credit with Radiant Life, LLC.

July 19, 2024, the Company negotiated with Satco International, Ltd.

to extend the due date of the unsecured promissory note.

date was extended to August 31, 2025, with all other aspects of the unsecured promissory note remaining as disclosed in Note 4.

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