Sundance Strategies, Inc. 10-K

Item 8. Financial Statements and Supplementary Data SUNDANCE STRATEGIES, INC. AND SUBSIDIARY INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID: 3627 ) F-1 Consolidated Balance Sheets as of March 31, 2026, and 2025 F-2 Consolidated Statements of Operations for the Years Ended March 31, 2026, and 2025 F-3 Consolidated Statements of Stockholders’ Deficit for the Years Ended March 31, 2026, and 2025 F-4 Consolidated Statements of Cash Flows for the Years Ended March 31, 2026, and 2025 F-5 Notes to the Consolidated Financial Statements F-6 29 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Sundance Strategies, Inc.: Opinion on the Financial Statements 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. Basis for Opinion These 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. 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. 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. Critical Audit Matters 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. /s/ Sadler, Gibb & Associates, LLC We have served as the Company’s auditor since 2018. Draper, UT June 29, 2026 F- 1 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Balance Sheets March 31, March 31, 2026 2025 ASSETS Current Assets Cash and cash equivalents $ 32,035 $ 168,648 Prepaid expenses and other assets 9,449 9,555 Total Current Assets 41,484 178,203 Total Assets $ 41,484 $ 178,203 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 451,372 $ 446,885 Accrued expenses 342,518 880,073 Current portion of notes payable 245,000 300,000 Current portion of notes payable, related parties - 826,000 Current portion of notes payable - 826,000 Stock repurchase payable 400,000 400,000 Total Current Liabilities 1,438,890 2,852,958 Long-Term Liabilities Accrued expenses 2,127,869 1,164,295 Notes payable 300,000 - Notes payable, related parties, net of current portion 3,298,747 2,464,058 Notes payable, net of current portion 3,298,747 2,464,058 Total Long-Term Liabilities 5,726,616 3,628,353 Total Liabilities 7,165,506 6,481,311 Stockholders’ Deficit Preferred stock, authorized 10,000,000 shares, par value $ 0.001 ; - 0 - shares issued and outstanding - - Common stock, authorized 500,000,000 shares, par value $ 0.001 ; 43,063,441 shares issued and outstanding as of March, 31 2026; and March, 31 2025 43,064 43,064 Additional paid-in capital 33,147,126 32,154,076 Accumulated deficit ( 40,314,212 ) ( 38,500,248 ) Total Stockholders’ Deficit ( 7,124,022 ) ( 6,303,108 ) Total Liabilities and Stockholders’ Deficit $ 41,484 $ 178,203 The accompanying notes are an integral part of these consolidated financial statements. F- 2 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Operations 2026 2025 Years Ended March 31, 2026 2025 Revenue $ - $ - General and Administrative Expenses 435,910 604,167 Loss from Operations ( 435,910 ) ( 604,167 ) Other Expenses Loss on extinguishment of debt ( 989,968 ) ( 435,199 ) Interest expense ( 372,886 ) ( 349,016 ) Financing expense ( 15,000 ) ( 215,000 ) Total Other Expenses ( 1,377,854 ) ( 999,215 ) Loss Before Income Taxes ( 1,813,764 ) ( 1,603,382 ) Income Tax Provision 200 - Net Loss $ ( 1,813,964 ) $ ( 1,603,382 ) Loss per share: Loss per share - basic and diluted $ ( 0.04 ) $ ( 0.04 ) Weighted average shares outstanding - basic and diluted 42,863,742 42,863,742 The accompanying notes are an integral part of these consolidated financial statements. F- 3 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Stockholders’ Deficit Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balance, March 31, 2024 42,258,441 $ 42,259 $ 30,914,682 $ ( 36,896,866 ) $ ( 5,939,925 ) Common stock and warrants issued for cash 805,000 805 804,195 - 805,000 Warrants issued in connection to extinguishment of debt - - 435,199 - 435,199 Net loss - - - ( 1,603,382 ) ( 1,603,382 ) Balance, March 31, 2025 43,063,441 $ 43,064 $ 32,154,076 $ ( 38,500,248 ) $ ( 6,303,108 ) Balance 43,063,441 $ 43,064 $ 32,154,076 $ ( 38,500,248 ) $ ( 6,303,108 ) Warrants issued in connection with debt issuances - - 3,082 - 3,082 Warrants issued in connection to extinguishment of debt - - 989,968 - 989,968 Net loss - - - ( 1,813,964 ) ( 1,813,964 ) Balance, March 31, 2026 43,063,441 $ 43,064 $ 33,147,126 $ ( 40,314,212 ) $ ( 7,124,022 ) Balance 43,063,441 $ 43,064 $ 33,147,126 $ ( 40,314,212 ) $ ( 7,124,022 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows 2026 2025 Years Ended March 31, 2026 2025 Operating Activities Net Loss $ ( 1,813,964 ) $ ( 1,603,382 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt 989,968 435,199 Amortization of debt discount 3,082 - Changes in operating assets and liabilities Prepaid expenses and other assets 106 ( 480 ) Accounts payable 4,487 ( 977 ) Accrued expenses 426,019 253,428 Net Cash used in Operating Activities ( 390,302 ) ( 916,212 ) Financing Activities Proceeds from issuance of common stock and warrants - 805,000 Proceeds from issuance of notes payable 245,000 - Proceeds from issuance of notes payable, related party 8,689 - Repayment of notes payable, related party - ( 50,000 ) Net Cash provided by Financing Activities 253,689 755,000 Net Change in Cash and Cash Equivalents ( 136,613 ) ( 161,212 ) Cash and Cash Equivalents at Beginning of Period 168,648 329,860 Cash and Cash Equivalents at End of Period $ 32,035 $ 168,648 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ 150,000 Cash paid for income taxes $ 200 $ - Non Cash Financing & Investing Activities, and Other Disclosures Warrants issued in connection with debt issuances $ 3,082 $ - The accompanying notes are an integral part of these audited consolidated financial statements. F- 5 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2026, and 2025 (1) ORGANIZATION Sundance Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance Strategies”, “the Company”, “we” or “our”). Our historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often referred to as the “life settlements market.” During the latter part of the fiscal year ended March 31, 2021, we began developing an additional business offering, providing professional services to specialty structured finance groups, bond issuers and life settlement aggregators. We have assembled an experienced team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional services provider, we apply industry best practices to advise on the selection of specific portfolios of life insurance policies that are tailored to meet the needs of its clients. Our clients may include bond issuers, bond investors, or other structured finance product issuers. We develop strategies and methodologies which include the acquisition of life insurance portfolios, then use common structured finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds. Our goal is to deliver long-term value and profitability to shareholders by growing our professional services business and asset base, resulting in the ability to pay dividends to its shareholders. During the latter part of the year ended March 31, 2021, we began working closely with bond placement agents and aggregators to establish various aspects of a proprietary, investment grade bond offering. In this arrangement, we participate as the sole originator in the role of structuring and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, we use proprietary analytics to establish the makeup of the rated instrument, including but not limited to life settlement assets (life insurance policies) and managed cash, and implement a process of selective assembly of the underlying assets and cash management that will meet the policy requirements and analytics. We provide current and ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts. In our advisory role, we are reimbursed for all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Estimates , The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents , For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Basic and Diluted Net Loss Per Common Share , Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the years ended March 31, 2026, and 2025, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of March 31, 2026, and 2025, include warrants convertible into 18,245,002 and 14,496,123 shares of common stock, respectively. F- 6 Stock-Based Compensation and Financing Costs , The Company measures stock-based compensation expense related to employee stock-based awards and stock-based expense associated with certain financing costs 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 for options and vesting period for warrants. The Company utilizes 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 the Company’s common stock on the date of grant, the expected term of the stock option and warrant, and the expected volatility of the Company’s common stock over the period equal to the expected term of the grant. The Company estimates forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Income Taxes , The Company accounts for income taxes under FASB ASC 740, “Income Taxes”. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not to be sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities on its balance sheet. Interest and penalties for uncertain positions, when applicable, would be recognized as a component of income tax expense. The Company files United States Federal and State income tax returns. The income tax returns of the Company are subject to examination by taxing authorities for three to five years from the date they are filed. The Company has tax returns subject to examination for 2018-2023. Principles of Consolidation , The consolidated financial statements include the accounts of the Company and its subsidiary. The subsidiary is wholly owned. All intercompany accounts and transactions are eliminated in consolidation. Fair Value , As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values. Those levels of input are summarized as follows: ● Level 1: Quoted prices in active markets for identical assets and liabilities. ● Level 2: 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. ● Level 3: 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. F- 7 The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the years ended March 31, 2026, and 2025. The Company’s recorded values of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of the Notes Payable, Related Parties and Convertible Debenture approximates the fair values as the interest rate approximates market interest rates. (3) NEW ACCOUNTING PRONOUNCEMENTS The Company has reviewed all other recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. (4) CASH AND CASH EQUIVALENTS Cash and cash equivalents consist principally of currency on hand and demand deposits at commercial banks. The Company had $ 32,035 and $ 168,648 in cash and cash equivalents as of March 31, 2026, and 2025, respectively. The Company maintains non-interest-bearing accounts at two financial institutions. The accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 . As of March 31, 2026, and 2025, the Company did no t have balances in excess of FDIC insured amounts at these institutions. (5) NOTES PAYABLE On 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 January 6, 2022 . 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. 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). As of March 31, 2026, accrued interest on the note totaled $ 119,671 . On 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 . (6) NOTES PAYABLE, RELATED PARTY As of March 31, 2026, and 2025, the Company had borrowed $ 3,298,747 and $ 3,290,058 respectively, excluding accrued interest, from related parties. There was no unamortized debt discount with the Notes Payable, Related party as of March 31, 2026, or March 31, 2025. Short-term 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. F- 8 Related Party Promissory Notes As of both March 31, 2026, and 2025, the Company owed $ 826,000 under the unsecured promissory notes from Mr. Dickman. 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). On July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction with the Company borrowing $ 50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC. The promissory note bore interest at a rate of 8 % annually and was due on July 29, 2024 . In conjunction with this specific loan event, the agreement awarded Radiant Life, LLC with 50,000 common stock warrants, which had an exercise price of $ 1.05 , and expired in 5 years (see Note 8). The principal and accrued interest of $ 13,172 was fully paid on July 2, 2024, and immediately closed. Related Party Note Payable and Line of Credit Agreements As of March 31, 2026, and 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. On January 24, 2025, and again on January 08, 2026 the 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 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, 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). As of March 31, 2026, and 2025, the Company owed $ 1,168,197 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 % per annum. During the years ended March 31, 2026, and 2025 the Company borrowed $ 8,689 and $ 0 , respectively of principal under this agreement and made no repayments of principal. 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 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 5,354,345 as of March 31, 2026 (see Note 8 for further details). F- 9 (7) CONVERTIBLE DEBENTURE AGREEMENT The Company has entered into an 8 % convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $ 3,000,000 . The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $ 1.00 per share. The original maturity date was June 2, 2016, but was later extended, through a series of extensions, to August 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. As of March 31, 2026 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 March 31, 2026, and 2025. (8) STOCKHOLDERS’ EQUITY Common Stock On 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 ) to qualified investors. From June 18, 2024, to July 10, 2024, the Company received subscription agreements from investors, for 805,000 common shares at a purchase price of $ 1 per share, including 1,610,000 warrants exercisable at $ 0.35 per share, vested immediately upon issuance, with a 5 five-year expiration. Proceeds to the company totaled $ 805,000 . Effective December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price to the Company of $ 0.05 per share. The Company has cancelled the acquired shares, which decreased the outstanding common shares on the books of the Company. The total number of common shares canceled/retired was 8,000,000 . The total liability related to the repurchase of these shares is $ 400,000 , with repayment contingent on a major financing event. Warrants to Purchase Common Stock The following table summarizes the changes in warrants outstanding of the Company during years ended March 31, 2026, and 2025: SCHEDULE OF WARRANT OUTSTANDING Number of Warrants Weighted Average Exercise Price ($) Outstanding at March 31, 2024 14,043,573 0.75 Granted 3,154,550 0.38 Reductions ( 2,702,000 ) 0.40 Outstanding at March 31, 2025 14,496,123 0.73 Granted 5,535,633 0.41 Reductions ( 1,786,754 ) 0.05 Outstanding at March 31, 2026 18,245,002 0.70 F- 10 The Company’s related party lenders consist of: the Chairman of the Board of Directors and a stockholder, Radiant Life, LLC and Mr. Dickman, a board member and stockholder. These holders of the related party unsecured promissory notes hold agreements that provide each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning of additional monies. 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 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. During 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 $ 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 of 0 %. During 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 %. During 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 %. During 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 %. During 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 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 %. F- 11 The 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 Life (Years) Proceeds to Company if Exercised 0.05 220,000 220,000 0.46 $ 11,000 0.35 3,310,000 3,310,000 2.87 1,158,500 0.41 9,115,212 9,115,212 4.08 3,737,237 1.05 5,049,790 5,049,790 1.48 5,302,280 2.00 50,000 50,000 0.34 100,000 5.00 500,000 500,000 0.82 2,500,000 18,245,002 18,245,002 $ 12,809,017 The shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock. (9) LIQUIDITY REQUIREMENTS AND GOING CONCERN Since 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 ASC 205-40. 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. The 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. F- 12 (10) INCOME TAXES The Company provides for income taxes under ASC 740, Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Taxes based on income were as follows: SCHEDULE OF TAX BASED INCOME 2026 2025 March 31, 2026 2025 Current: U.S. federal tax $ - $ - State taxes 200 - Current income tax expense (benefit) 200 - Deferred: U.S federal tax - - States taxes - - Deferred income tax expense (benefit) $ - $ - Provision for income taxes $ 200 $ - 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 2026 2025 March 31, 2026 2025 Deferred tax assets: Net operating loss carryforwards $ 8,236,674 $ 8,080,869 Stock and Warrant Compensation 1,121,648 870,911 Accruals 72,422 58,201 Total deferred tax assets 9,430,744 9,009,981 Deferred tax liabilities: Total deferred tax liabilities - - Less valuation allowance ( 9,430,744 ) ( 9,009,981 ) Net deferred tax assets $ - $ - F- 13 We 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. U.S. 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 $ 69,191 March 31, 2028 28,613 March 31, 2029 9,295 March 31, 2030 - March 31, 2038 22,744,468 Indefinite life/no expiry 9,466,409 Total $ 32,317,976 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. The 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 Amount Percent Amount Percent Year Ended March 31, 2026 Year Ended March 31, 2025 Amount Percent Amount Percent US Federal Statutory Tax Rate $ ( 380,890 ) 21.00 % $ ( 336,710 ) 21.00 % State and Local Income Taxes, Net of Federal Income Tax Effect 158 - 0.01 % 158 - 0.01 % Foreign Tax Effects - - - - Effect of Changes in Tax Laws or Rates Enacted in the Current Period - - - - Effect of Cross-Border Tax Laws - - - - Tax Credits - - - - Research and Development Tax Credits - - - - Changes in Valuation Allowances 364,655 - 20.10 % 773,341 - 48.24 % Nontaxable or Nondeductible Items Meals 10 0.00 % 19 0.00 % Deferred Adjustments 16,267 - 0.90 % ( 436,808 ) 27.24 % Changes in Unrecognized Tax Benefits - - - Effective Tax Rate $ 200 - 0.01 % $ - - 0.01 % F- 14 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. Our 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: SCHEDULE OF INCOME/LOSS BEFORE TAXES 2026 2025 U.S. $ ( 1,813,764 ) $ ( 1,603,382 ) Foreign - - Income before taxes $ ( 1,813,764 ) $ ( 1,603,382 ) Our effective tax rate was - 0.01 % and - 0.01 % for fiscal years 2026 and 2025, respectively The 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. The amount of income taxes paid (net of refunds received) were as follows: SCHEDULE OF INCOME TAXES PAID, NET OF REFUNDS RECEIVED For the Year Ended March 31, 2026 Federal $ - State and Local 200 Foreign - Total income taxes paid (net of refunds received) $ 200 Amounts 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 $ 0 and $ 200 , respectively. Under 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 by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the company’s tax return that do not meet these recognition and measurement standards. The Company had no liabilities for unrecognized tax benefits and the Company has recorded no additional interest or penalties. (11) SUBSEQUENT EVENTS Subsequent 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. F- 15 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.