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Item 7. Management’s Discussion and Analysis

2026-06-29 compared with 2025-06-30 · 64 added, 75 removed, 83 unchanged (63% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking

used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,”

“estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking

statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating

results, and financial position.

Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees

of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within

the forward-looking statements as a result of various factors.

Such factors are discussed further below under “Trends and Uncertainties,”

and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of

Reference is also made to the caption “Forward-Looking Statements” at the forepart of this Annual Report, which

information is incorporated herein by reference.

Business (Overview):

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portion of these expenses were professional fees, payroll, and rent.

The increase in general and administrative expenses is due to increased

professional fees during 2025.

The decrease in general and administrative expenses is mostly due

to decreased professional fees during 2026.

Income and Expenses

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in connection with related party debt arrangements.

The decrease in loss for the year ended March 31, 2025, reflects a lower volume of

debt extensions or modifications that resulted in extinguishment accounting treatment compared to the prior year.

the years ended March 31, 2025 and 2024, we recognized gains on the settlement of debt of $0 and $290,000, respectively.

in recognized gains during the year ending March 31, 2025 was due to the absence of any debt settlements or negotiated reductions with

The increase in loss for the year ended March 31, 2026, reflects a higher volume

of debt extensions or modifications that resulted in extinguishment accounting treatment compared to the prior year.

the years ended March 31, 2026, and 2025, interest expense totaled $372,847 and $349,016 , respectively.

The decrease in interest expense

was a result of less amortization of debt discount during 2025.

the years ended March 31, 2025, and 2024, expenses incurred pursuing potential financing alternatives totaled $215,000 and $135,000,

the years ended March 31, 2026, and 2025, expenses incurred pursuing potential financing alternatives totaled $15,000 and $215,000, respectively.

The decrease in financing-related expenses is primarily attributable to decreased costs incurred in connection with bond structuring

and placement efforts.

the years ended March 31, 2026, and 2025, the Company recorded a net loss before income taxes of $1,813,964 and $1,603,382,

respectively.

The increase in financing-related expenses is primarily attributable to increased costs incurred in connection with bond

structuring and placement efforts.

the years ended March 31, 2025, and 2024, the Company recorded a net loss before income taxes of $1,603,382 and $1,834,991, respectively.

The reduction in net loss is largely due to decrease in losses from extinguishing debt, partially offset by the lack of gain on settlement

The income tax provision for both periods was also $0.

and Capital Resources

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as of March 31, 2025.

As of March 31, 2025, the Company had access to draw an additional $4,265,942 on the notes payable, related

party, and $3,000,000 on the Convertible Debenture Agreement.

Our monthly expenses average approximately $50,000, which includes the

salary of our employee, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses, and

estimated legal and accounting expenses.

Outstanding Accounts Payable as of March 31, 2025, totaled $446,885, and other accrued liabilities

totaled $880,073.

We believe that the available capacity under our existing related party lines of credit, together with our current

capital resources, will be sufficient to fund our operating and working capital needs for at least the 12-month period following the

issuance of these financial statements.

As of March 31, 2026, the Company had access to draw an additional $4,257,253 on the notes payable, related party,

$55,000 on a promissory note, and $3,000,000 on the Convertible Debenture Agreement.

Our monthly expenses average approximately $37,000,

which includes the salary of our employee, policy servicing expenses, consulting agreements and contract labor, general and administrative

expenses, and estimated legal and accounting expenses.

Outstanding Accounts Payable as of March 31, 2026, totaled $451,372, and other

accrued liabilities totaled $ 2,470,347.

We believe that the available capacity under our existing related party lines of credit, together

with our current capital resources, will be sufficient to fund our operating and working capital needs for at least the 12-month period

following the issuance of these financial statements.

Cash Flows Compared to 2025 Cash Flows

the year ended March 31, 2026, we recorded net cash used in operating activities of $390,302, compared to $916,212 during the prior year.

The increase in cash used is primarily attributable to a lower non-cash loss on extinguishment of debt in the year ended March 31, 2025,

which resulted in a smaller adjustment to reconcile net loss to operating cash.

This was partially offset by the absence of a non-cash

gain on the settlement of liabilities that had negatively impacted operating cash flow in the year ended March 31, 2024.

The decrease in cash used is primarily attributable to a reduction in financing expenses and a reduction in operating expenses, as well

as higher non-cash accrual of interest payable which resulted in a larger adjustment to reconcile net loss to operating cash.

the years ended March 31, 2026, and 2025 no cash was used in or provided by investing activities.

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As of March 31, 2026, one note payable had a principal

balance of $1,159,508 and has been extended to be due on November 30, 2026 or when the Company completes a successful equity raise (if

earlier than the due date), at which time principal and interest is due in full.

The second note payable and line-of-credit had a principal

balance of $1,304,550, and the line of credit and has been extended to be due November 30, 2026.

The third series of related-party promissory

notes had a total principal balance of $826,000 and is due on November 30, 2025.

The convertible debenture agreement, which has no principal

balance due as of March 31, 2025, is open through August 31, 2026.

As of June 30, 2025, there was $4,265,942 available under the

lines-of-credit we currently have with related parties and $3,000,000 available under the 8% convertible debenture agreement.

balance of $1,168,197 and has been extended to be due on May 31, 2027 or when the Company completes a successful equity raise (if earlier

than the due date), at which time principal and interest is due in full.

The second note payable and line-of-credit had a principal balance

of $1,304,550, and the line of credit and has been extended to be due May 31, 2028.

The third series of related-party promissory notes

had a total principal balance of $826,000 and is due on April 30, 2027.

The convertible debenture agreement, which has no principal balance

due as of March 31, 2026, is open through August 31, 2026.

As of June 29, 2026, there was $4,257,253 available under the lines-of-credit

we currently have with related parties and $3,000,000 available under the 8% convertible debenture agreement, and $55,000 available under

the 7.5% promissory note.

may borrow money in the future to finance our operations but can make no guarantees that such credit will be made available to us.

such borrowing will increase the risk of loss to the debt holder in the event we are unsuccessful in repaying such loans.

accompanying financial statements have been prepared on a going concern basis, which assumes the Company will continue to operate and

meet its obligations in the ordinary course of business.

As the Company does not currently generate revenue, it will need to rely on

related party debt financing and/or additional capital raises to meet its financial obligations.

accompanying financial statements have been prepared assuming the Company will continue as a going concern, which assumes the Company

will continue to operate and meet its obligations in the ordinary course of business.

As the Company does not currently generate revenue,

it will need to rely on related party debt financing and/or additional capital raises to meet its financial obligations.

believes that existing capital resources, along with availability under related party debt agreements and convertible debentures, will

be sufficient to fund operations for at least the next 12 months from the issuance date of these financial statements.

While related

parties have provided informal assurances of continued support—such as maturity extensions and additional credit capacity—no

binding commitments are currently in place.

Based on these factors, management has concluded that there is no substantial doubt about

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Maturity Date

Year Ended March 31, 2026

Year Ended March 31, 2027

March 31, 2027

March 31, 2028

Debt Obligations (1)

Interest Payable

Debt Obligations consist of the principal pusuant to the notes payable

Debt obligations consist of the principal pursuant to the notes payable

from related parties and non-related parties (as mentioned above)

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Actual results could differ from those estimates.

Based Compensation and Financing Costs , we measure stock-based compensation expense related to employee stock-based awards and stock

based expense associated with certain financing costs based on the estimated fair value of the awards as determined on the date of grant

and is recognized as expense over the remaining requisite service period or vesting period of the warrant.

We utilize the Black-Scholes

pricing model to estimate the fair value of stock options issued as compensation and warrants issued as financing costs.

The Black-Scholes

model requires the input of highly subjective and complex assumptions, including the estimated fair value of our common stock on the

date of grant, the expected term of the stock option and warrant, and the expected volatility of our common stock over the period equal

to the expected term of the grant or warrant.

Uncontrollable uncertainties, such as fluctuation in interest rates, can have an effect

on our Black-Scholes estimate calculations.

Such fluctuations and other unforeseen changes in inputs could have a material impact on

the general and administrative expenses within our financial statements.

We estimate forfeitures at the date of grant and revise the

estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Concern Evaluation, management evaluates the Company’s ability to continue as a going concern in accordance with ASC 205-40.

evaluation requires significant judgment regarding the Company’s expected cash requirements, available sources of liquidity, the availability

of funding under existing financing arrangements, the expected extension or renewal of certain debt obligations, and the likelihood of

obtaining additional financing necessary to support operations.

Management also considers its operating plans and other events and conditions

that may affect liquidity during the one-year period following the issuance of the financial statements.

Changes in these assumptions

or the occurrence of unforeseen events could materially affect management’s conclusions regarding the Company’s ability to continue as

a going concern and the related financial statement disclosures.

Compensation and Financing Costs , we measure stock-based compensation expense related to employee stock-based awards and stock-based

expense associated with certain financing costs based on the estimated fair value of the awards as determined on the date of grant and

is recognized as expense over the remaining requisite service period or vesting period of the warrant.

We utilize the Black-Scholes pricing

model to estimate the fair value of stock options issued as compensation and warrants issued as financing costs.

The Black-Scholes model

requires the input of highly subjective and complex assumptions, including the estimated fair value of our common stock on the date of

grant, the expected term of the stock option and warrant, and the expected volatility of our common stock over the period equal to the

expected term of the grant or warrant.

Uncontrollable uncertainties, such as fluctuation in interest rates, can have an effect on our

Black-Scholes estimate calculations.

Such fluctuations and other unforeseen changes in inputs could have a material impact on the general

and administrative expenses within our financial statements.

We estimate forfeitures at the date of grant and revise the estimates, if

necessary, in subsequent periods if actual forfeitures differ from those estimates.

Value, As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is

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recorded values of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values based on their short-term

The recorded values of the Notes Payable, Related Parties and Convertible Debenture approximates the fair values as the interest

The recorded values of the Notes Payable, Related Parties and Convertible Debenture approximate the fair values as the interest

rate approximates market interest rates.

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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 7. Management’s Discussion and Analysis