What changed in this filing

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Item 1. Financial Statements

2024-11-08 compared with 2024-08-13 · 172 added, 175 removed, 240 unchanged (59% of the section changed)

2 unchanged sentences

AND SUBSIDIARY

Balance Sheets

Consolidated Balance Sheets

September 30,

Current Assets

Cash and cash

expenses and other assets

Cash and cash equivalents

Prepaid expenses and other assets

Total Current Assets

LIABILITIES AND

STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

1 unchanged sentence

Accrued expenses

Current portion of notes

payable, related parties

Current portion of notes

repurchase payable

Current portion of notes payable

Current portion of notes payable, related parties

Current portion of notes payable,

Stock repurchase payable

Total Current Liabilities

1 unchanged sentence

Accrued expenses

Notes payable

Notes payable, related

parties, net of current portion, net of debt discount

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

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

2 unchanged sentences

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 ;

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

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

43,063,441 shares issued and outstanding

as of September, 30 2024;

and 42,258,441 shares issued and oustanding as of March, 31 2024

Additional paid-in capital

Accumulated deficit

( 37,601,698 )

( 36,896,866 )

Total Stockholders’

Total Stockholders’ Deficit

( 5,839,757 )

( 5,939,925 )

Total Liabilities and

Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

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

1 unchanged sentence

AND SUBSIDIARY

Statements of Operations

Months Ended June 30,

Consolidated Statements of Operations

Three Months Ended September 30,

Six Months Ended September 30,

Income from Investments

and Administrative Expenses

from Operations

General and Administrative Expenses

Loss from Operations

Other Income (Expense)

Loss on extinguishment

Loss on extinguishment of debt

Gain on settlement of liabilities

Interest expense

Other Income (Expense)

Financing expense

Total Other Income (Expense)

Loss Before Income Taxes

Tax Provision (Benefit)

Income Tax Provision (Benefit)

$ ( 268,403 )

$ ( 200,984 )

per share - basic and diluted

Weighted average shares

outstanding - basic and diluted

$ ( 704,832 )

$ ( 539,176 )

Earnings (loss) per share:

Loss per share - basic and diluted

Weighted average shares outstanding - basic and diluted

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

1 unchanged sentence

AND SUBSIDIARY

Statements of Stockholders’ Deficit

the Three Months Ended June 30, 2024 and 2023

Consolidated Statements of Stockholders’ Deficit

the Six Months Ended September 30, 2024 and 2023

Stockholders’

3 unchanged sentences

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment

Warrants issued in connection to extinguishment of debt

Balance, June 30, 2023

1 unchanged sentence

$ ( 5,899,468 )

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

Balance, September 30, 2023

$ ( 35,601,051 )

$ ( 5,859,467 )

Stockholders’

2 unchanged sentences

$ ( 5,939,925 )

Common stock and warrants issued for cash

Balance, June 30, 2024

$ ( 37,333,295 )

$ ( 6,196,354 )

$ ( 37,333,295 )

$ ( 6,196,354 )

Common stock and warrants issued for cash

Balance, June 30, 2024

Balance, September 30, 2024

$ ( 37,601,698 )

5 unchanged sentences

AND SUBSIDIARY

Statements of Cash Flows

Months Ended June 30,

Consolidated Statements of Cash Flows

Six Months Ended September 30,

Operating Activities

1 unchanged sentence

$ ( 539,176 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Loss on extinguishment

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

Loss on extinguishment of debt

Gain on settlement of liabilities

Amortization of debt discount

Changes in operating assets

and liabilities

Prepaid expenses and other

Changes in operating assets and liabilities

Prepaid expenses and other assets

Accounts payable

Cash used in Operating Activities

Accrued expenses

Net Cash used in Operating Activities

Financing Activities

Proceeds from issuance

of common stock and warrants

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:

Proceeds from issuance of common stock and warrants

Proceeds from issuance of notes payable, related party

Repayment 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:

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, 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

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

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

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, 2024 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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professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

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.

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.

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.

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, 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.

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

Potentially dilutive securities outstanding as of September 30, 2024, and 2023, are comprised of warrants convertible into 14,653,573

and 10,708,544 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, 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

As of September 30, 2024, the Company had $ 428,475

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

As of September 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 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.

For the six months

ended September 30, 2024, the Company’s average monthly operating expenses were approximately $ 63,000 , 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 $ 170,000 and $ 0 were incurred during the six months ended September 30, 2024, and 2023, respectively.

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

to an additional $ 300,000 on these efforts.

Outstanding Accounts Payable as of September 30, 2024, totaled $ 447,688 .

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

November 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.

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 three months ended June 30, 2024, and 2023.

the six months ended September 30, 2024, and 2023.

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

13 unchanged sentences

to extend the due date from April 6, 2023 to August 31, 2025 , 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

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.

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

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

(see Note 6).

As of June 30, 2024, accrued

interest on the note totaled $ 77,655 .

of September 30, 2024, accrued interest on the note totaled $ 83,704 .

NOTES PAYABLE, RELATED PARTY

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.

of September 30, 2024, and March 31, 2024, the Company had borrowed $ 3,290,058 , and $ 3,340,058 , 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 $ 11,925 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024, respectively.

Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,382,517 and

$ 1,357,738 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024, respectively.

Party Promissory Notes

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

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

the Company owed $ 826,000 , exclusive of accrued interest, under the unsecured promissory

6 unchanged sentences

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

During the three months ended June 30, 2024 ,

During the six months ended September 30, 2024 ,

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

As of June 30, 2024 ,

As of September 30,

2024 , accrued interest on the notes totaled $ 453,569 .

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

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

these warrants).

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

2 unchanged sentences

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 .

The promissory note bore interest at a rate of 8 % annually.

After a series of amendments,

on July 2, 2024 the company fully repaid the principal and interest due on this note, totaling $ 63,200 .

Party Note Payable and Line of Credit Agreements

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

of September 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.

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

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.

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.

six months ended September 30, 2024, the Company did not borrow and made no repayments of

principal on this agreement.

As of September 30, 2024 , accrued interest on this note totaled

The total number of warrants issued to the related party lender was 4,418,225 as of September 30, 2024 (see Note 7 for further

details on these warrants).

of September 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 six months ended September 30, 2024,

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

As of September 30, 2024, accrued interest on this

agreement totaled $ 476,532 .

The total number of warrants issued to the related party lender

was 3,229,016 as of September 30, 2024 (see Note 7 for further details on these warrants).

of September 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 June 30, 2024, and March 31, 2024, the Company owed $ 0 under the agreement, excluding accrued interest.

As of September 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 June 30, 2024, and March 31, 2024.

interest of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at September 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

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 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.

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 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

8 unchanged sentences

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

June 18, 2024, and July 10, 2024, the Company received subscription agreements from seven separate investors, for 805,000 shares of common

stock in conjunction with a purchase of 1,610,000 warrants to purchase shares of common stock.

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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

the six months ended September 30, 2024, the Company issued no new warrants to the Chairman of the Board of Directors, Radiant Life,

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.

June 18, 2024 and July 10, 2024, the Company issued 1,610,000 warrants to equity investors, which

vested immediately and expire 5 years from the date of issuance, in conjunction with a purchase of 805,000 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.

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

These warrants had an exercise price

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OF WARRANT OUTSTANDING

Average Exercise Price ($)

Number of Warrants

Weighted Average Exercise Price ($)

Outstanding at March 31, 2024

1 unchanged sentence

( 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:

Outstanding at September 30, 2024

Exercisable at September 30, 2024

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

OF WARRANTS ISSUED AND OUTSTANDING

Average Remaining Contractual Life (Years)

to Company if Exercised

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Proceeds 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

1 unchanged sentence

SUBSEQUENT EVENTS

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.

Company has evaluated subsequent events through November 8, 2024, the date of these financial statements.

Based on this evaluation,

management has determined that there are no events or transactions that have occurred subsequent to the balance sheet date that would

require disclosure in these financial statements.

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