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Item 8. Financial Statements and Supplementary Data

2026-06-29 compared with 2025-06-30 · 320 added, 267 removed, 340 unchanged (63% of the section changed)

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TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of March 31, 2025, and 2024

Statements of Operations for the Years Ended March 31, 2025, and 2024

Statements of Stockholders’ Deficit for the Years Ended March 31, 2025, and 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of March 31, 2026, and 2025

Consolidated Statements of Operations for the Years Ended March 31, 2026, and 2025

Consolidated Statements of Stockholders’ Deficit for the Years Ended March 31, 2026, and 2025

Consolidated Statements of Cash Flows for the Years Ended March 31, 2026, and 2025

to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Financial Statements

have audited the accompanying consolidated balance sheets of Sundance Strategies, Inc.

and Subsidiary (“the Company”) as

of March 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of

the years in the two-year period ended March 31, 2025 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company

as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended

March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of Sundance

Strategies, Inc.

and Subsidiary (“the Company”) as of March 31, 2026 and 2025, the related consolidated statements of operations,

stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2026 and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in

all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its

cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with accounting principles generally accepted

in the United States of America.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing a separate audit opinion on the critical audit matters or on the accounts or disclosures

to which it relates.

of a Going Concern

of the Critical Audit Matter

described further in Note 9 to the financial statements, the Company has relied on debt and equity financing to finance operations, as

there are not sufficient cash flows from operations, which raises doubt about its ability to continue as a going concern.

has implemented plans to alleviate the substantial doubt.

Management plans to address the concerns, as needed, by (a) utilizing recent

financing obtained through notes payable;

and (b) utilizing current lines of credit.

When considering these factors in conjunction with

the Company’s operating plan, management believes it has sufficient ability to fund operations and satisfy the Company’s

obligations as they come due for at least one year from the financial statement issuance date.

determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and execution

uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their

determination.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among

performed testing procedures such as analytical procedures to identify conditions and events

that indicate there could be substantial doubt about the entity’s ability to continue as

a going concern for a reasonable period of time.

reviewed and evaluated management’s plans for dealing with adverse effect of these conditions

and events that raised doubt about the Company’s ability to continue as a going concern.

tested the reasonableness of management’s assessment of whether the Company has sufficient

liquidity to fund operations for at least one year from the financial statement issuance

assessed whether the Company’s determination that there is substantial doubt about

its ability to continue as a going concern was adequately disclosed.

Critical audit matters are matters arising from the current period audit

of the financial statements that were communicated or required to be communicated to the board of directors and that (1) relate to accounts

or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

Sadler, Gibb & Associates, LLC

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AND SUBSIDIARY

Consolidated Balance Sheets

Balance Sheets

Current Assets

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Accrued expenses

Notes payable

Notes payable, related parties, net of current portion

Notes payable, net of current portion

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 March, 31 2025;

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

43,063,441 shares issued and outstanding as of March, 31 2026;

and March, 31 2025

Additional paid-in capital

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AND SUBSIDIARY

Consolidated Statements of Operations

Statements of Operations

Years Ended March 31,

Income from Investments

General and Administrative Expenses

Loss from Operations

Other Income (Expense)

Other Expenses

Loss on extinguishment of debt

( 1,047,729 )

Gain on settlement of liabilities

Interest expense

Financing expense

Total Other Income (Expense)

Total Other Expenses

( 1,377,854 )

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( 1,603,382 )

Income Tax Provision (Benefit)

Income Tax Provision

$ ( 1,813,964 )

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AND SUBSIDIARY

Consolidated Statements of Stockholders’ Deficit

Statements of Stockholders’ Deficit

Stockholders’

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Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

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$ ( 6,303,108 )

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

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AND SUBSIDIARY

Consolidated Statements of Cash Flows

Statements of Cash Flows

Years Ended March 31,

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Loss on extinguishment of debt

Gain on settlement of liabilities

Amortization of debt discount

Changes in operating assets and liabilities

Prepaid expenses and other assets

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Proceeds from issuance of common stock and warrants

Proceeds from issuance of notes payable

Proceeds from issuance of notes payable, related party

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Non Cash Financing & Investing Activities, and Other Disclosures

Issued warrants as debt issuance costs

Warrants issued in connection with debt issuances

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

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tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not

of being sustained if the position were to be challenged by a taxing authority.

to be sustained if the position were to be challenged by a taxing authority.

The Company has examined the tax positions taken in its

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As a result, the Company has recorded no uncertain tax liabilities

in its balance sheet.

on its balance sheet.

Interest and penalties for uncertain positions, when applicable, would be recognized as a component of income tax

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The accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 .

As of March 31, 2025, and 2024, the Company had balances in excess of FDIC insured amounts at these institutions $ 0 of and $ 79,779 , respectively.

As of March 31, 2026, and 2025, the Company did no t have balances in excess of FDIC insured amounts at these institutions.

NOTES PAYABLE

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

9, 2023 , the unsecured promissory note with Satco International, Ltd.

was amended 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.

This extension has no bearing on the warrants that were issued in conjunction with the original

promissory note.

The warrants associated with this unsecured promissory note expired without being exercised on April 6, 2024.

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

Subsequent to year

end, on June 5, 2026, the unsecured promissory note with Satco International, Ltd.

was amended to extend the due date from August 31,

2026 , to August 31, 2027 , or at the immediate time when alternative financing or other proceeds are received (see note 11).

This extension

has no bearing on the warrants that were issued in conjunction with the original promissory note.

The warrants associated with this unsecured

promissory note expired without being exercised on April 6, 2024.

This note is separate from the 8 % convertible debenture agreement that

the Company has in place with Satco International, Ltd.

(see note 7).

of March 31, 2025, accrued interest on the note totaled $ 95,671 .

As of March 31, 2026, accrued interest on the note totaled $ 119,671 .

September 30, 2025, the Company executed an unsecured promissory note with a shareholder.

This promissory note bears interest at a rate

of 7.5 % annually, is due September 30, 2026 , functions as a line of credit, and has a credit limit of $ 300,000 .

As of March 31, 2026,

the Company has borrowed $ 245,000 , and accrued interest on the note totaled $ 6,512 .

NOTES PAYABLE, RELATED PARTY

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There was no unamortized debt discount with the Notes Payable, Related party as of March 31, 2026, or March 31, 2025.

accrued interest associated with the Notes Payable, Related Party of $ 504,608 and $ 11,925 is recorded on the balance sheet as an Accrued

Expense obligation at March 31, 2025, and March 31, 2024, respectively.

Long-term accrued interest associated with the Notes Payable,

Related Party of $ 1,040,070 and $ 1,357,738 is recorded on the balance sheet as an Accrued Expense obligation at March 31, 2025, and March

accrued interest associated with the Notes Payable, Related Party of $ 0 and $ 504,608 is recorded on the balance sheet as an Accrued Expense

obligation at March 31, 2026, and March 31, 2025, respectively.

Long-term accrued interest associated with the Notes Payable, Related

Party of $ 1,883,971 and $ 1,040,070 is recorded on the balance sheet as an Accrued Expense obligation at March 31, 2026, and March 31,

2025, respectively.

Party Promissory Notes

of both March 31, 2025, and 2024 ,

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

The promissory notes bear interest at a rate of 8 % annually.

On June 5, 2023, and again on January 26, 2024, the notes were amended to extend the due date from July 31, 2023, to November 30, 2025 ,

or at the immediate time when alternative financing or other proceeds are received.

As per the provision outlined in Note 8, and in conjunction

with the extension on June 4, 2023, the company agreed to provide Mr.

Dickman with warrants for 543,000 shares of common stock (see Note

8) vested immediately upon issuance, having exercise prices of $ 1.05 per share, and a 5 -year exercise window from the dates of issuance.

As per the provision outlined in Note 8, and in conjunction with the extension on January 26, 2024, the company agreed to provide Mr.

Dickman with warrants for 563,000 shares of common stock (see Note 8) vested immediately upon issuance, having exercise prices of $ 0.41

per share, and a 5 -year exercise window from the dates of issuance.

During the years ended March 31, 2025, and March 31, 2024, the Company

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

As of March 31, 2025, accrued interest

on the notes totaled $ 504,608 .

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 as of March 31, 2025 is 1,994,332 (see Note

8 for further details on these warrants).

of both March 31, 2026, and 2025, the Company owed $ 826,000 under the unsecured promissory notes from Mr.

The promissory notes

bear interest at a rate of 8 % annually.

On January 14, 2026, the notes were amended to extend the due date from November 30, 2025 to

April 30, 2027 , or at the immediate time when alternative financing or other proceeds are received.

As per the provision outlined in

Note 8, the company agreed to provide Mr.

Dickman with warrants for 1,166,000 shares of common stock (see Note 8) vested immediately

upon issuance, having exercise prices of $ 0.41 per share, and a 5 -year exercise window from the dates of issuance.

During the years ended

March 31, 2026, and March 31, 2025, the Company neither borrowed any additional funds under this agreement nor made any principal repayments.

As of March 31, 2026, and 2025, accrued interest on the notes totaled $ 613,595 , and $ 504,608 , respectively.

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 as of March 31, 2026 is 3,160,332 (see Note 8 for further details on these warrants).

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

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related party note payable and line of credit agreement was amended to extend the due date from November 30, 2025, to November 30, 2026,

and then to November 30, 2026, or at the immediate time when alternative financing or other proceeds are received.

As of March 31, 2025,

the agreement allowed for borrowings of up to $ 4,600,000 .

During the year ended March 31, 2024, the Company borrowed $ 140,950 in principal

and made no repayments of principal on this agreement.

During the year ended March 31, 2025, the Company made no borrowings nor repayments

of principal on this agreement.

and then to May 31, 2028, or at the immediate time when alternative financing or other proceeds are received.

As of March 31, 2026, the

agreement allowed for borrowings of up to $ 4,600,000 .

During the years ended March 31, 2026, and 2025, the Company made no borrowings

nor repayments of principal on this agreement.

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

As of March 31, 2025,

accrued interest on this note totaled $ 501,202 .

As per the provision outlined in Note 8, and in conjunction with $ 140,950 borrowed during

the year ended March 31, 2024, 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 exercise prices of $ 1.05 per share, and a 5 -year exercise

window from the dates of issuance.

As per the provision outlined in Note 8, and in conjunction with the extension on January 26, 2024,

the company agreed to provide the Chairman of the Board of Directors and a stockholder, with warrants for 772,275 shares of common stock

(see Note 8) vested immediately upon issuance, having exercise prices of $ 1.05 per share, and a 5 -year exercise window from the dates

As per the provision outlined in Note 8, and in conjunction with the extension on January 24, 2025, the company agreed to

provide the Chairman of the Board of Directors and a stockholder, with warrants for 1,544,550 shares of common stock (see Note 8) vested

immediately upon issuance, having exercise prices of $ 0.41 per share, and a 5 -year exercise window from the dates of issuance.

number of warrants issued to the related party lender as of March 31, 2025 is 5,462,775 (see Note 8 for further details on these warrants).

March 31, 2026, and 2025, accrued interest on this note totaled $ 599,043 , and $ 501,202 , respectively.

As per the provision outlined in

Note 8, and in conjunction with the extension on January 24, 2025, the company agreed to provide the Chairman of the Board of Directors

and a stockholder, with warrants for 1,544,550 shares of common stock (see Note 8) vested immediately upon issuance, having exercise

prices of $ 0.41 per share, and a 5 -year exercise window from the dates of issuance.

As per the provision outlined in Note 8, and in conjunction

with the extension on January 08, 2026, the company agreed to provide the Chairman of the Board of Directors and a stockholder, with

warrants for 1,664,550 shares of common stock (see Note 8) vested immediately upon issuance, having exercise prices of $ 0.41 per share,

and a 5 -year exercise window from the dates of issuance.

The total number of warrants issued to the related party lender as of March

31, 2026 is 5,920,325 (see Note 8 for further details on these warrants).

of March 31, 2026, and 2025, the Company owed $ 1,168,197

in principal, under the note payable and lines of credit agreement

with Radiant Life, LLC.

The agreement allows for borrowings of up to $ 2,130,000 .

February 1, 2024, and again subsequent to the March 31, 2025 fiscal year end, the related party note payable and line of credit agreement

was amended to extend the due date from November 30, 2024, to November 30, 2025, and later 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 %

During the years ended March 31, 2025, and 2024 the Company borrowed $ 0

and $ 1,159,508

respectively in principal, under the note payable and lines of credit agreement with Radiant Life, LLC.

The agreement allows for

borrowings of up to $ 2,130,000 .

Through a series of extensions subsequent to the March 31, 2026, fiscal year end, the related party note payable and line of credit

agreement was amended to extend the due date from November 30, 2026, to May 31, 2027, 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 %

During the years ended March 31, 2026, and 2025 the Company borrowed $ 8,689

respectively of principal under this agreement and made no repayments of principal.

On July 5, 2024, the company made a payment on accumulated

interest of $ 136,800 .

As of March 31, 2025, accrued interest on this agreement totaled $ 538,868 .

As per the provision outlined in Note 8, and in conjunction with the $ 40,000

borrowed under the note payable and lines of credit agreement

during the year ended March 31, 2024, the Company also agreed to provide Radiant Life, LLC with warrants for 80,000

shares of common stock vested immediately upon issuance, having

exercise price of $ 1.05 ,

and a 5 -year

exercise window from the dates of issuance.

As per the provision outlined in Note 8, and in conjunction with the extension on February

1, 2024, the Company also agreed to provide Radiant Life, LLC with warrants for 699,754

shares of common stock vested immediately upon issuance, having

exercise price of $ 1.05 ,

As of March 31, 2026, and 2025, accrued interest

on this agreement totaled $ 671,333 ,

and $ 538,868 ,

respectively.

As per the provision outlined in Note 8, and in conjunction with the extension on May 1, 2025, the Company also

agreed to provide Radiant Life, LLC with warrants for 1,399,508

shares of common stock vested immediately upon issuance, having an exercise price of $ 0.41 ,

and a 5 -year

exercise window from the dates of issuance.

As per the provision outlined in Note 8, and in conjunction with the extension subsequent

to March 31, 2025, the Company also agreed to provide Radiant Life, LLC with warrants for 1,399,508

shares of common stock vested immediately upon issuance, having

exercise price of $ 0.41 ,

As per the provision outlined in Note 8, and in conjunction with the extension on

January 14, 2026, the Company also agreed to provide Radiant Life, LLC with warrants for 1,288,197

shares of common stock vested immediately upon issuance, having an exercise price of $ 0.41 ,

and a 5 -year

exercise window from the dates of issuance.

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

exercise window from the dates of issuance The total number of warrants issued to the related party lender was 5,354,345

as of March 31, 2026 (see Note 8 for further details).

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

On January 3, 2025 the convertible debenture agreement with Satco International, Ltd.

was amended to extend the due date from

August 31, 2025, to August 31, 2026 , or at the immediate time when alternative financing or other proceeds are received.

This extension

has no bearing on the warrants that were issued in conjunction with the original promissory note.

31, 2027 (see note 11), or at the immediate time when alternative financing or other proceeds are received.

This extension has no bearing

on the warrants that were issued in conjunction with the original promissory note.

of March 31, 2026 and March 31, 2025, the Company owed $ 0 under the agreement, excluding accrued interest.

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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 )

through the issuance of restricted shares of the Company’s

common stock (par value $ 0.001 )

to qualified investors.

From September 20, 2023, to October 4, 2023, the Company received subscription agreements from investors,

common shares at a purchase price of $ 1

per share, including 1,700,000

warrants exercisable at $ 0.35

per share, vested immediately upon issuance, with a 5

five year expiration.

Proceeds to the Company totaled $ 850,000 .

From June 18, 2024, to July 10, 2024, the Company received subscription agreements from investors, for 805,000

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five-year expiration.

Proceeds to the company totaled $ 805,000 .

Proceeds to the company

totaled $ 805,000 .

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

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SCHEDULE OF WARRANT OUTSTANDING

Number of Warrants

Weighted Average Exercise Price ($)

Weighted Average

Exercise Price ($)

Outstanding at March 31, 2024

( 2,702,000 )

Outstanding at March 31, 2025

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The number of warrants issued for an extension is based on the following formula for borrowings occurring on or before March 31, 2024:

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).

For borrowings occurring after March 31, 2024, the formula has been

adjusted to the following:

20,000 warrants per month the due date is extended plus 1 warrant for every $1 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 lenders will also require 2 warrants for each dollar loaned.

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 year ended March 31, 2025, the Company issued no new warrants in conjunction with monies borrowed during the period

the year ended March 31, 2025, the Company issued 1,544,550

warrants to the Chairman of the Board of Directors in conjunction with an extension of the maturity dates during the period per the

terms outlined above (see Note 11 to the financial statements included in this report for information on warrants issued subsequent

to fiscal year end).

10,000 warrants per month the due date is extended plus one warrant for every $2 of the principal balance outstanding (not including

interest) at the time of the extension (rounded to the nearest whole warrant).

For borrowings occurring after March 31, 2024, the formula

has been adjusted to the following:

20,000 warrants per month the due date is extended plus one warrant for every $1 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 lenders will also require 2 warrants for each dollar loaned.

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 year ended March 31, 2026, the Company issued 1,664,550 warrants to the Chairman of the Board of Directors in conjunction with an

extension of the maturity dates during the period per the terms outlined above.

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 $ 435,199 .

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

per share, a risk-free of 4.43 %,

volatility of 83.74 %, and a dividend rate of 0 %.

the year ended March 31, 2024 the Company issued 264,600 warrants to the Chairman of the Board of Directors and 120,000 warrants to Radiant

Life, LLC in conjunction with monies borrowed during the period (see Note 6) 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 $ 365,502 .

The inputs used in this calculation included a fair value of the underlying common stock of $ 1.049 per share, a risk-free between 3.62 %

and 4.31 %, volatility between 142.23 % and 148.56 % and a dividend rate of 0 %.

the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 242,791 .

The inputs used in this calculation

included a fair value of the underlying common stock of $ 0.25 per share, a risk-free of 3.74 %, volatility of 81.93 %, and a dividend rate

the year ended March 31, 2026, the Company issued 2,687,705 warrants to Radiant Life, LLC in conjunction with an extension of the maturity

dates during the period per the terms outlined above.

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 $ 576,773 .

The inputs used in this calculation included a fair

value of the underlying common stock between $ 0.25 and $ 0.409 per share, a risk-free between 3.72 % and 3.81 %, volatility between 82.13

and 82.79 %, and a dividend rate of 0 %.

the year ended March 31, 2026, the Company issued 1,166,000 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 $ 0.41 .

The value of the warrants on the date

of grant, as calculated by the Black-Scholes-Merton valuation model was $ 170,404 .

The inputs used in this calculation included a fair

value of the underlying common stock of $ 0.25 per share, a risk-free of 3.72 %, volatility of 82.13 %, and a dividend rate of 0 %.

the year ended March 31, 2026, the Company issued 17,378 warrants to Radiant Life, LLC in conjunction with monies borrowed during the period (see Note 6)

per the terms outlined above.

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 $ 4,777 .

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

stock of $ 0.409 per share, a risk-free of 3.78 %, volatility of 81.58 % and a dividend rate of 0 %.

the year ended March 31, 2025, the Company issued 1,544,550 warrants to the Chairman of the Board of Directors in conjunction with an

extension of the maturity dates during the period per the terms outlined above.

The exercise price of these warrants was $ 0.41 .

the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 435,199 .

The inputs used in this calculation

included a fair value of the underlying common stock of $ 0.409 per share, a risk-free of 4.43 %, volatility of 83.74 %, and a dividend

following table summarizes the warrants issued and outstanding as of March 31, 2026:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual

Weighted Average

Contractual Life

Proceeds to Company if Exercised

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LIQUIDITY REQUIREMENTS AND GOING CONCERN

the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing

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

As of March 31, 2025, the Company had $ 168,648 of

cash assets, compared to $ 329,890 as of March 31, 2024.

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

on the notes payable, related party (see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (see Note 7).

For the year ended

March 31, 2025, the Company’s average monthly operating expenses were approximately $ 50,000 , which includes salaries of our employees,

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 $ 215,000 and $ 135,000 were incurred during the years ended March 31, 2025, and 2024, respectively.

As management continues to explore

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

Outstanding Accounts Payable as of March 31, 2025 totaled $ 446,885 .

Management has concluded that its existing capital resources and

availability under its existing convertible debentures and debt agreements with related parties will be sufficient to fund its operating

working capital requirements for the 12 months from the issuance of the financial statements.

Related parties have given informal assurance

of their continued support, by way of either extensions of due dates, or increases in lines-of-credit.

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

its assets and satisfy its liabilities in the normal course of business.

2013 the Company’s operations have been primarily financed through sales of equity, debt financing from related parties and the

issuance of notes payable and convertible debentures.

As of March 31, 2026, the Company had $ 32,035 of cash assets, compared to $ 168,648

as of March 31, 2025.

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

(see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (see Note 7).

For the year ended March 31, 2026, the Company’s

average monthly operating expenses were approximately $ 37,000 , which includes salaries of our employees, 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 $ 15,000 and $ 215,000 were incurred

during the years ended March 31, 2026, and 2025, respectively.

As management continues to explore additional financing alternatives,

beginning April 1, 2026, the Company is expected to spend up to an additional $ 300,000 on these efforts.

Outstanding Accounts Payable

as of March 31, 2026 totaled $ 451,372 .

Management has concluded that its existing capital resources and availability under its existing

convertible debentures and debt agreements with related parties will be sufficient to fund its operating working capital requirements

for the 12 months from the issuance of the financial statements.

Related parties have given informal assurance of their continued support,

by way of either extensions of due dates, or increases in lines-of-credit.

As mentioned above, the Company also continues to evaluate

other debt and equity financing opportunities.

Management evaluated the conditions and events that could affect the Company’s

ability to continue as a going concern for the one-year period following the issuance of these financial statements in accordance with

Although the Company has incurred recurring operating losses, has limited cash resources, and is dependent upon related-party

financing and future capital-raising activities, management’s plans include utilizing available borrowing capacity under existing financing

arrangements, continuing to pursue additional debt and equity financing opportunities, and managing operating expenditures.

Based on these

factors, management concluded that the conditions described above do not raise substantial doubt about the Company’s ability to continue

as a going concern because existing cash resources and available borrowing capacity under current financing arrangements are sufficient

to fund operations and satisfy obligations as they become due for at least one year from the issuance of these financial statements.

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

Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.

Company provides for income taxes under ASC 740, Income Taxes.

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of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

Company recorded $ 0 provision for income taxes for the years ended March 31, 2025, and 2024.

income tax provision differs from the amount of income tax determined by applying the U.S.

federal tax rate of 21 % to pretax income from

continuing operations for the years ended March 31, 2025, and 2024, due to the following:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

Income tax benefit at U.

federal statutory rates:

$ ( 336,710 )

$ ( 385,348 )

State tax, net of federal benefit

Permanent and other differences

Change in valuation allowance

tax effects of significant items comprising the Company’s net deferred taxes as of March 31, 2025, and 2024 were as follows:

Taxes based on income were as follows:

SCHEDULE OF TAX BASED INCOME

Current income tax expense (benefit)

U.S federal tax

Deferred income tax expense (benefit)

Provision for income taxes

Deferred taxes reflect the temporary differences between the amounts at

which assets and liabilities are recorded for financial reporting purposes and the amounts utilized for tax purposes.

The primary components

of the temporary differences that gave rise to our deferred tax assets and liabilities were as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets:

Net operating loss carry forwards

Net operating loss carryforwards

Stock and Warrant Compensation

Valuation allowance

Total deferred tax assets

Deferred tax liabilities:

Total deferred tax liabilities

Less valuation allowance

( 9,430,744 )

( 9,009,981 )

Net deferred tax asset

Company assesses the need for a valuation allowance against its deferred income tax assets at March 31, 2025.

Factors considered in this

assessment include recent and expected future earnings and the Company’s liquidity and equity positions.

The Company has placed

a 100 % valuation allowance on the deferred tax assets.

The deferred tax assets primarily relate to net operating loss carryforwards.

of March 31, 2025, the Company has U.S.

federal net operating loss carryforwards of $ 30,513,827 .

These carry forwards are available to

offset future taxable income, if any, and begin to expire in 2026 .

The utilization of the net operating loss carry forwards is dependent

upon the tax laws in effect at the time the net operating loss carry forwards can be utilized and may be significantly limited based

on ownership changes within the meaning of section 382 of the Internal Revenue Code.

Net deferred tax assets

assess available positive and negative evidence to estimate if sufficient future taxable income is expected to be generated to use existing

deferred tax assets.

On the basis of our assessment, we record valuation allowances for deferred tax assets that do not meet the more-likely-than-not

realization threshold.

Our assessment of the future realizability of our deferred tax assets relies on our forecasted earnings in certain

jurisdictions determined by the manner in which we operate our business and the relevant carryforward period.

As a result of all available

evidence, the Company believes that it is more likely than not that its net deferred tax assets will not be realized and has established

a valuation allowance of $ 9,430,744 million and $ 9,009,981 million, respectively, against its net deferred tax assets as of March 31,

2026 and March 31, 2025.

federal net operating loss carryforwards at March 31, 2026 and March

31, 2025 were $ 32.3 and 31.6 million, respectively.

If unused, net operating loss carryforwards will expire as follows:

SUMMARY OF OPERATING LOSS CARRYFORWARDS

Net Operating Losses

Year of expiry

March 31, 2027

March 31, 2028

March 31, 2029

March 31, 2030 - March 31, 2038

Indefinite life/no expiry

State net operating loss carryforwards totaled approximately $ 32,317,976

million at March 31, 2026.

These net operating loss carryforwards may be carried forward indefinitely under current state law.

principal items accounting for the difference between taxes computed at the U.S.

federal statutory rate and taxes recorded were as follows:

SCHEDULE OF FEDERAL STATUTORY TAX RATE

Year Ended March 31, 2026

Year Ended March 31, 2025

US Federal Statutory Tax Rate

$ ( 380,890 )

$ ( 336,710 )

State and Local Income Taxes, Net of Federal Income Tax Effect

Foreign Tax Effects

Effect of Changes in Tax Laws or Rates Enacted in the Current Period

Effect of Cross-Border Tax Laws

Research and Development Tax Credits

Changes in Valuation Allowances

Nontaxable or Nondeductible Items

Deferred Adjustments

Changes in Unrecognized Tax Benefits

Effective Tax Rate

Our 2026 provision for income taxes included i) $ 158 state tax charge net

of federal benefit;

ii) $ 8,203 of tax charge for certain deferred tax adjustments;

iii) $ 10 of tax charge related to nondeductible meals;

iv) $ 364,655 of tax charge from changes in valuation allowances;

v) $ 8,064 of tax charge related to return to provision adjustments.

2025 provision for income taxes included i) $ 158 state tax charge net of federal benefit;

ii) $ 436,808 of tax benefit for certain deferred

tax adjustments;

iii) $ 19 of tax charge related to nondeductible meals;

iv) 773,341 of tax charge from changes in valuation allowances.

Income/(loss) before taxes from our U.S.

operations was as follows:

INCOME/LOSS BEFORE TAXES

$ ( 1,813,764 )

$ ( 1,603,382 )

Income before taxes

$ ( 1,813,764 )

$ ( 1,603,382 )

effective tax rate was - 0.01 % and - 0.01 % for fiscal years 2026 and 2025, respectively

Company files income tax returns in the U.S.

federal and certain state jurisdictions.

During the periods ended March 31, 2026, and 2025,

the Company has not recorded a liability for uncertain income tax positions or any related interest or penalties.

As such, our unrecognized

tax benefits for 2026 and 2025 totaled $ 0 , respectively.

With limited exceptions, we are no longer subject to income tax examinations

by tax authorities for years prior to 2021.

amount of income taxes paid (net of refunds received) were as follows:

INCOME TAXES PAID, NET OF REFUNDS RECEIVED

For the Year Ended

March 31, 2026

State and Local

Total income taxes paid (net of refunds received)

represent taxes paid during 2026 based on the company’s tax provision.

The 2026 income tax returns have not been filed.

Therefore, the amounts are subject to change upon filing.

For the years ended March 31, 2025, and 2024, gross income taxes paid were

respectively.

FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not to be sustained upon examination

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SUBSEQUENT EVENTS

May 17, 2025, subsequent to year end, the Company issued 1,399,508 warrants to issue shares of common stock in association with an extension

of notes payable with Radiant Life, LLC from November 30, 2025 , to November 30, 2026 .

to fiscal year end, the Company negotiated with Satco International Ltd to extend the due date of the notes payable and convertible debenture

agreement to extend the due date of these notes from August 31, 2026 to August 31, 2027.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data