What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-13 · 136 added, 133 removed, 260 unchanged (51% of the section changed)

3 unchanged sentences

Balance Sheets

September 30,

Current Assets

8 unchanged sentences

Current portion of notes payable, related parties

Current portion of notes payable

Current portion of notes payable, related parties

Stock repurchase payable

2 unchanged sentences

Accrued expenses

Notes payable

Notes payable, related parties, net of current portion

Notes payable

Total Long-Term Liabilities

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

43,063,441 shares issued and outstanding as of June, 30 2025;

43,063,441 shares issued and outstanding as of September, 30 2025;

and March, 31 2025

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Statements of Operations

Three Months Ended June 30,

Three Months Ended

September 30,

Six Months Ended

September 30,

Income from Investments

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$ ( 268,403 )

$ ( 798,614 )

$ ( 704,832 )

Loss per share:

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Balance, March

$ ( 36,896,866 )

$ ( 5,939,925 )

Common stock and warrants issued for cash

Balance, June 30, 2024

$ ( 37,333,295 )

$ ( 6,196,354 )

Common stock and warrants issued for cash

September 30, 2024

Stockholders’

Balance, March

$ ( 38,500,248 )

$ ( 6,303,108 )

$ ( 38,500,248 )

$ ( 6,303,108 )

Warrants issued in connection to extinguishment of debt

Warrants issued in connection to extinguishment of

Balance, June 30, 2025

$ ( 39,108,242 )

$ ( 6,522,591 )

$ ( 39,108,242 )

$ ( 6,522,591 )

Balance, September 30,

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

2 unchanged sentences

Statements of Cash Flows

Three Months Ended June 30,

Six Months Ended September 30,

Operating Activities

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Loss on extinguishment of debt

Changes in operating assets and liabilities

Prepaid expenses and other assets

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Financing Activities

Proceeds from issuance of notes payable, related party

Proceeds from issuance of common stock and warrants

Repayment of notes payable, related party

Proceeds from issuance of notes payable

Net Cash provided by Financing Activities

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the fiscal year ended March 31, 2025, which was filed with the SEC on June 30, 2025.

The results from operations for the three month

period ended June 30, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2026.

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, 2025, and for all periods presented herein have

The results from operations for the three and six

month periods ended September 30, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ended

March 31, 2026.

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, 2025, 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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Potentially dilutive securities are not included in the

calculation of diluted net loss per share for the three months ended June 30, 2025, or 2024, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2025, and 2024, are comprised of warrants convertible into 15,645,631 and

12,008,544 shares of common stock, respectively.

calculation of diluted net loss per share for the three and six months ended September 30, 2025, or 2024, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of September 30, 2025, and 2024, are comprised of warrants convertible into 15,464,631

and 14,653,573 shares of common stock, respectively.

Accounting Pronouncements

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

As of June 30, 2025, the Company had $ 55,266 of cash

assets, compared to $ 168,648 as of March 31, 2025.

As of June 30, 2025, 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, 2025, the Company’s average monthly operating expenses were approximately $ 45,000 , 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, in the Company’s pursuit of other debt and equity financing opportunities, $ 0 and $ 155,000 were

incurred during the three months ended June 30, 2025, and 2024, respectively.

As management continues to explore additional financing

alternatives, beginning July 1, 2025, the Company is expected to spend up to an additional $ 300,000 on these efforts.

Outstanding Accounts

Payable as of June 30, 2025, totaled $ 448,988 .

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 2026.

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, 2025, the Company had $ 484 of

cash assets, compared to $ 168,648 as of March 31, 2025.

As of September 30, 2025, the Company had access to draw an additional $ 275,000

on notes payable (see Note 4);

$ 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 six months ended September 30, 2025, the Company’s average monthly operating expenses were approximately

$ 40,000 , 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, in the Company’s pursuit of other debt

and equity financing opportunities, $ 0 and $ 170,000 were incurred during the three months ended September 30, 2025, and 2024, respectively.

As management continues to explore additional financing alternatives, beginning October 1, 2025, the Company is expected to spend up

to an additional $ 300,000 on these efforts.

Outstanding Accounts Payable as of September 30, 2025, totaled $ 458,352 .

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 2026.

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.

accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize

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levels of input are summarized as follows:

Quoted prices in active markets for identical assets and liabilities.

Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices

for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant

assumptions are observable in the market.

Unobservable inputs that are supported by little or no market activity.

Level 3 assets and liabilities include financial instruments

whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments

for which the determination of fair value requires significant management judgment or estimation.

Quoted prices

in active markets for identical assets and liabilities.

Observable inputs

other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or

similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are

observable in the market.

Unobservable inputs

that are supported by little or no market activity.

Level 3 assets and liabilities include financial instruments whose value is determined

using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination

of fair value requires significant management judgment or estimation.

level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that

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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, 2025, and 2024.

the three months ended September 30, 2025, and 2024.

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

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April 6, 2021, the Company borrowed $ 300,000 under an unsecured promissory note with Satco International, Ltd.

This promissory note bears

interest at a rate of 8 % annually and was due April 6, 2023 .

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, 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, 2026 (see note 8), 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

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

This promissory

note bears interest at a rate of 8 % annually and was due April 6, 2023 .

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, which are now expired.

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

has been amended through a series of amendments to extend the due date from April 6, 2023 , to August 31, 2026, 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 6).

As of June 30, 2025, accrued interest on the note totaled $ 101,655 .

As of September 30, 2025, accrued interest on the note totaled

September 30, 2025, the Company executed an unsecured promissory note with a shareholder and borrowed $ 25,000 on the unsecured promissory

This promissory note bears interest at a rate of 7.5 % annually, is due September 30, 2026 , and has a credit limit of $ 300,000 .

As of September 30, 2025, accrued interest on the note totaled $ 0 .

Additional funds were borrowed subsequent to quarter end (see Note

NOTES PAYABLE, RELATED PARTY

of June 30, 2025, and March 31, 2025, 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 $ 530,898 and $ 504,608 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2025, and March 31, 2025, respectively.

Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,096,516 and

$ 1,040,070 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2025, and March 31, 2025, respectively.

of September 30, 2025, and March 31, 2025, the Company had borrowed $ 3,290,058 , excluding accrued interest, from related parties.

accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $ 557,998 and $ 504,608 is

recorded on the balance sheet as an Accrued Expense obligation at September 30, 2025, and March 31, 2025, respectively.

Long-term accrued

interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,712,195 and $ 1,040,070 is recorded

on the balance sheet as an Accrued Expense obligation at September 30, 2025, and March 31, 2025, respectively.

Party Promissory Notes

of both June 30, 2025, and March 31, 2025 ,

of both September 30, 2025, and March 31, 2025 ,

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

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the Company agreed to provide Mr.

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

During the three months ended June 30, 2025 ,

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

As of June 30, 2025 ,

accrued interest on the notes totaled $ 530,898 .

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 1,994,332 as of June 30, 2025 (See Note 7 for further details on these warrants).

with warrants to purchase 563,000 shares of common stock relating to this extension (see Note 7).

During the six months ended September

30, 2025 , the Company neither borrowed any additional funds under this agreement nor made any principal

As of September 30, 2025 , accrued interest on the notes totaled $ 557,998 .

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 1,994,332 as of September 30, 2025 (See Note 7 for further details on

these warrants).

Party Note Payable and Line of Credit Agreements

of June 30, 2025, and March 31, 2025 , the Company owed $ 1,304,550 , exclusive of accrued

of September 30, 2025, and March 31, 2025 , 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, 2025 , the agreement allowed for borrowings of up to $ 4,600,000 .

extension on the due date of this note payable subsequent to quarter end (see note 8) the note payable has a due date of the principal

and interest on the note of November 30, 2026, or at the immediate time when alternative financing or other proceeds are received.

note payable and line of credit agreement incurs interest at 7.5 % per annum.

During the three months ended June

30, 2025, the Company did not borrow and made no repayments of principal on this agreement.

30, 2025 , accrued interest on this note totaled $ 525,595 .

The total number of warrants issued to the related party lender was

5,212,775 as of June 30, 2025 (see Note 7 for further details on these warrants).

of June 30, 2025, and March 31, 2025, 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, 2026, 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, 2025, the Company

As of September 30, 2025 , 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, 2026, 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.

six months ended September 30, 2025, the Company did not borrow and made no repayments of

principal on this agreement.

As of September 30, 2025 , accrued interest on this note totaled

The total number of warrants issued to the related party lender was 5,031,775 as of September 30, 2025 (see Note 7 for further

details on these warrants).

of September 30, 2025, and March 31, 2025, 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, 2026, 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, 2025, the Company

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

As of June 30, 2025, accrued interest on this agreement totaled

As of September 30, 2025, accrued interest on this agreement totaled

The total number of warrants issued to the related party lender was 4,628,524

as of June 30, 2025 (see Note 7 for further details on these warrants).

of June 30, 2025, there was no unamortized debt discount on related party notes payable.

as of September 30, 2025 (see Note 7 for further details on these warrants).

of September 30, 2025, there was no unamortized debt discount on related party notes payable.

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 August

During the three months ending June 30, 2025, and 2024, the Company did not borrow and made no repayments of principal on this

As of June 30, 2025, and March 31, 2025, 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, 2025, and March 31, 2025.

During the three and six months ending September 30, 2025, and 2024, the Company did not borrow and made no repayments of principal

on this agreement.

As of September 30, 2025, and March 31, 2025, 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 September 30, 2025, and March

STOCKHOLDERS’ EQUITY

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common stock on the date of grant, and expire 5 years from the date of issuance.

the three months ended June 30, 2025, the Company issued Radiant Life, LLC 1,399,508

warrants in conjunction with an extension of the maturity dates

of notes payable.

the six months ended September 30, 2025, the Company issued Radiant Life, LLC 1,399,508 warrants in conjunction with an extension of

the maturity dates of notes payable.

The exercise price of these warrants was $ 0.41 .

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 388,511 .

The inputs used in this calculation included a fair value of the underlying common stock of $ 0.409

per share, a risk-free of 3.81 %,

volatility of 82.79 %,

and a dividend rate of 0 %.

The value of the warrants on the date of grant,

as calculated by the Black-Scholes-Merton valuation model was $ 388,511 .

The inputs used in this calculation included a fair value of

the underlying common stock of $ 0.409 per share, a risk-free of 3.81 %, volatility of 82.79 %, and a dividend rate of 0 %.

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

2 unchanged sentences

The exercise price of these warrants was $ 0.35 .

the three months ended June 30, 2025, 250,000 warrants expired.

the six months ended September 30, 2025, 431,000 warrants expired.

These warrants were issued in 2020 in association with monies loaned

1 unchanged sentence

These warrants had an exercise price of $ 0.05 .

See Note 8 for information on

expiring warrants subsequent to quarter end.

the year ended March 31, 2025, 2,702,000 warrants that had been previously issued expired.

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SCHEDULE OF WARRANT OUTSTANDING

Number of Warrants

Weighted Average Exercise Price ($)

Average Exercise Price ($)

Outstanding at March 31, 2024

( 2,702,000 )

Outstanding at March 31, 2025

Outstanding at June 30, 2025

following table summarizes the warrants issued and outstanding as of June 30, 2025:

Outstanding at September

following table summarizes the warrants issued and outstanding as of September 30, 2025:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised

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

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SUBSEQUENT EVENTS

Company has evaluated subsequent events through August 13 , 2025, 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.

October 1 and October 27, 2025, subsequent to period end, a total of 1,355,754 previously issued warrants expired unexercised.

amount, 579,754 were held by Radiant Life, LLC, and 776,000 were held by the Chairman of the Board, each with an exercise price

of $ 0.05 per share, and expired on their respective maturity dates.

October 6 and October 28, 2025, subsequent to period end, an additional $ 120,000 was borrowed on the unsecured promissory note with a

shareholder which was originally executed September 30, 2025 (see 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