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Item 1A. Risk Factors

2026-06-29 compared with 2025-06-30 · 57 added, 65 removed, 857 unchanged (12% of the section changed)

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not the only ones we face.

The trading price of our common stock could decline due to any of these risks, and you may lose all or part

of your investment.

In assessing these risks, you should also refer to other information contained in this Form 10-K, including our consolidated

financial statements and related notes.

The trading price of our common stock could decline due to any of these risks, and investors may lose all

or part of their investment.

These risks should be considered together with the other information contained in this Form 10-K, including

our consolidated financial statements and related notes.

of Risk Factors

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efforts or cause us to become insolvent.

may be substantial doubt about our ability to continue as a going concern, and we will need additional financing to execute our business

plan, to fund our operations and to continue as a going concern.

Our ability to execute our business plan depends on obtaining continued

may default on our obligations under various debt arrangements, which may accelerate our repayment obligations or otherwise limit

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and lines-of-credit with related parties.

Our default under these obligations may also limit our ability to obtain future financing from

related or third parties.

Should we default under these obligations, it may also limit our ability to obtain future financing

from related or third parties.

inability to access capital may limit our ability to adequately fund our operations.

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us to obtain additional capital and pursue business opportunities.

In addition, future equity investors may require that we convert all

or a portion of our debt to equity, and our debtholders may not agree to such terms.

If we raise additional funds through further issuances

of equity or convertible debt securities, and/or if we convert all or a portion of our existing debt to equity, our existing stockholders

could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights,

preferences and privileges senior to those of holders of our common stock.

If we are unable to obtain adequate financing or financing

on terms satisfactory to us when we require it, we may significantly scale back our operations or we may become insolvent.

to occur, our ability to continue to grow and support our business and to respond to business challenges could be significantly limited.

may be substantial doubt about our ability to continue as a going concern, and we will need additional financing to execute our business

plan, to fund our operations and to continue as a going concern.

inception, we have experienced recurring operating losses and negative cash flows and we expect to continue to generate operating losses

and consume significant cash resources for the foreseeable future.

There may be substantial doubt regarding our ability to continue as

a going concern.

We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and

the satisfaction of liabilities and commitments in the normal course of business.

Our financial statements for the fiscal year ended

March 31, 2025 do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets

or the amounts and classification of liabilities that may result from the outcome of this uncertainty, with the exception that all borrowings

are classified as current on the balance sheets.

inability to access capital may limit our ability to adequately fund our operations and continue as a going concern.

Management plans

to address these conditions through (i) continued pursuit of private placements and debt financing, (ii) cost management initiatives

to reduce G&A expenses, and (iii) negotiating extensions on related-party credit lines.

The Company believes these actions will provide

sufficient liquidity to meet operational needs for the next 12 months, although uncertainty remains.

Absent additional financing, we

will not have the resources to execute our business plan and continue as a going concern beyond 12 months.

In addition, future equity investors may require, as a condition to

their investment, that all or a portion of our outstanding debt be converted to equity, and our debtholders may not be willing to do

If we raise additional funds through further issuances of equity or convertible debt securities, and/or if we convert all or a portion

of our existing debt to equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company,

and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock.

If we are unable to obtain adequate financing on terms satisfactory to us when we require it, we may significantly scale back our operations

or we may become insolvent.

If this were to occur, our ability to continue to grow and support our business and to respond to business

challenges could be significantly limited.

Our ability to execute our business plan depends on obtaining continued

inception, we have experienced recurring operating losses and negative cash flows and we expect to continue to generate operating

losses and consume significant cash resources for the foreseeable future.

Our ability to fund operations and execute our business

plan depends on continued access to debt and equity financing, including financing from related parties.

Although management has

concluded that no substantial doubt exists regarding the Company’s ability to continue as a going concern for the one-year period following the issuance of these financial statements, there can be no assurance that additional

financing will be available on acceptable terms, or at all, to support our longer-term business objectives.

Management believes these actions, together with existing cash resources

and available borrowing capacity under current financing arrangements, will provide sufficient liquidity to meet operating needs for at

least the next 12 months from the issuance of these financial statements.

However, our ability to execute our longer-term business strategy

will depend on obtaining additional financing, and there can be no assurance that such financing will be available on favorable terms

funding will impede execution of our business model.

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prospects for growth in the U.S.

economy as well as economies of other countries, driven by factors such as high current unemployment,

rising government debt levels, prospective Federal Reserve (and similar foreign bodies) policy shifts, the withdrawal of government interventions

in financial markets, changing consumer spending patterns, and changing expectations for inflation and deflation.

These factors have

adversely affected the financial markets and the claims-paying ability of many insurers.

Such uncertainties and general economic trends

can affect the ability to obtain funds to finance life settlement products.

economy as well as economies of other countries, driven by factors such as rising government debt levels,

prospective Federal Reserve (and similar foreign bodies) policy shifts, the withdrawal of government interventions in financial markets,

changing consumer spending patterns, and changing expectations for inflation and deflation.

These factors have adversely affected the

financial markets and the claims-paying ability of many insurers.

Such uncertainties and general economic trends can affect the ability

to obtain funds to finance life settlement products.

None of these risks are or will be within our control.

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capital in the future.

Of the 43,063,441 shares of our common stock that were outstanding as of March 31, 2025, 225,000 of such

shares are subject to leak-out agreements.

Pursuant to such agreements, each of these stockholder’s common stock can only be sold

in an amount equal to 0.25% (1/4%) of our outstanding securities (to be defined for all purposes thereof as the amount indicated in our

most recent filing with the SEC) during each of the four quarterly periods beginning on January 1, 2017;

0.01 (1%) of our outstanding

securities during each of the next four successive quarterly periods, all on a non-cumulative basis, meaning that if no common stock

was sold during any quarterly period while common stock was qualified to be sold, such shares of common stock cannot be sold in the next

successive quarterly period (the “Leak-Out Period”).

Notwithstanding the foregoing, any stockholder subject to a lock-up/leak-out

agreement that owns less than 100,000 shares of common stock that are covered thereby, is allowed to sell such stockholder’s common

Our remaining outstanding shares are mostly freely tradable under Rule 144 and certain limitations on the number of shares that

can be sold quarterly by “affiliates” of the Company as defined under the Securities Act.

Any sales of substantial amounts

of our common stock in the public market, or the perception that those sales might occur, could harm the market price of our common stock.

See the captions “Market Price of Common Stock and Related Matters” and “Security Ownership of Certain Beneficial Owners

and Management” of Part II, Item 5, below for further information.

Further, certain stockholders have “piggy-back”

registration rights afforded to them if we file a registration statement with the SEC;

these shares or any registered securities we may

Of the 43,063,441 shares of our common stock that were outstanding as of March 31, 2026, 225,000 of such shares

are subject to leak-out agreements.

Pursuant to such agreements, each of these stockholder’s common stock can only be sold in an

amount equal to 0.25% (1/4%) of our outstanding securities (to be defined for all purposes thereof as the amount indicated in our most

recent filing with the SEC) during each of the four quarterly periods beginning on January 1, 2017;

0.01 (1%) of our outstanding securities

during each of the next four successive quarterly periods, all on a non-cumulative basis, meaning that if no common stock was sold during

any quarterly period while common stock was qualified to be sold, such shares of common stock cannot be sold in the next successive quarterly

period (the “Leak-Out Period”).

Notwithstanding the foregoing, any stockholder subject to a lock-up/leak-out agreement that

owns less than 100,000 shares of common stock that are covered thereby, is allowed to sell such stockholder’s common stock.

remaining outstanding shares are mostly freely tradable under Rule 144 and certain limitations on the number of shares that can be sold

quarterly by “affiliates” of the Company as defined under the Securities Act.

Any sales of substantial amounts of our common

stock in the public market, or the perception that those sales might occur, could harm the market price of our common stock.

captions “Market Price of Common Stock and Related Matters” and “Security Ownership of Certain Beneficial Owners and

Management” of Part II, Item 5, below for further information.

Further, certain stockholders have “piggy-back” registration

rights afforded to them if we file a registration statement with the SEC;

these shares or any registered securities we may register can

also have an adverse effect on any market for our common stock.

will not solicit the approval of our stockholders for the issuance of authorized but unissued shares of our common stock unless this

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors