What changed in this filing

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Item 1A. Risk Factors

2025-06-30 compared with 2024-07-01 · 91 added, 140 removed, 831 unchanged (22% of the section changed)

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of operations and future growth prospects.

Our business could be harmed by any of these risks.

The risks and uncertainties described

below are not the only ones we face.

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

all or part of your investment.

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

our consolidated financial statements and related notes.

Any of these risks could harm our business.

The risks and uncertainties described below are

not the only ones we face.

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

of your investment.

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

financial statements and related notes.

of Risk Factors

business is subject to a number of risks and uncertainties including those described at length in the Risk Factors section below.

consider the following to be our most material risks:

business is subject to several risks and uncertainties, including those described at length in the Risk Factors section below.

the following to be our most material risks:

Relating to Our Business

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our access to future financing.

are pursuing opportunities relating to the tokenization and sale of digital assets that are subject to volatile market prices, impairment

and unique risks of loss.

management team relies on outside consultants and others in our industry to make informed business decisions;

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

To continue as a

going concern we will need to raise substantial amounts of capital.

Absent additional financing, we will not have the resources to execute

our business plan and continue as a going concern.

Management plans

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

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

The Company believes these actions will provide

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

Absent additional financing, we

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

funding will impede execution of our business model.

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materially adversely affect our operations and our ability to execute our business strategy.

are pursuing opportunities relating to the tokenization and sale of digital assets that are subject to volatile market prices, impairment

and unique risks of loss.

are exploring opportunities to pursue the tokenization and sale of non-fungible tokens (“NFTs”).

There is no guarantee that

we will be able to successfully tokenize and sell such NFTs, and our use of NFTs exposes us to additional risks.

prices of digital assets have been in the past and may continue to be highly volatile due to various associated risks and uncertainties.

For example, the prevalence of such assets is a relatively recent trend, and their long-term adoption by investors, consumers, and businesses

is unpredictable.

Moreover, their lack of a physical form, their reliance on technology for their creation, existence and transactional

validation and their decentralization may subject their integrity to the threat of malicious attacks and technological obsolescence.

As a result, the value that we may realize, if any, from the sale of NFTs is uncertain.

assets, as intangible assets without centralized issuers or governing bodies, have been, and may in the future be, subject to security

breaches, cyberattacks or other malicious activities, as well as human errors or computer malfunctions that may result in the loss or

destruction of private keys needed to access such assets.

While we intend to take all reasonable measures to secure any digital assets,

if such threats are realized or the measures or controls we create or implement to secure our digital assets fail, it could result in

a partial or total misappropriation or loss of our digital assets, and our financial condition and operating results may be harmed.

this time, the regulation of digital assets and NFTs remains in an early stage.

The extent to which securities laws or other regulations

apply or may apply in the future to such assets is unclear at this time.

However, on March 9, 2022, the White House issued an Executive

Order on Ensuring Responsible Development of Digital Assets proposing, among other things, regulation of digital assets.

Future regulation

of such assets may increase our compliance costs or adversely impact our business.

may also be subject to regulations of the Financial Crimes Enforcement Network (“FinCEN”) of the U.S.

Department of Treasury

and the Bank Secrecy Act.

Further, the Office of Foreign Assets Controls (“OFAC”) has signaled sanctions could apply to digital

transactions and has pursued enforcement actions involving cryptocurrencies and digital asset accounts.

The nature of many NFT transactions

also involve circumstances which present higher risks for potential violations, such as anonymity, subjective valuation, use of intermediaries,

lack of transparency, and decentralization associated with blockchain technology.

In addition, the Commodity Futures Trading Commission

has stated that cryptocurrencies, with which NFTs have some similarities, fall within the definition of “commodities.” If

NFTs were deemed to be a commodity, NFT transactions could be subject to prohibitions on deceptive and manipulative trading or restrictions

on manner of trading (e.g., on a registered derivatives exchange), depending on how the transaction is conducted.

Moreover, if NFTs were

deemed to be a “security,” it could raise federal and state securities law implications, including exemption or registration

requirements for marketplaces for NFT transactions, sellers of NFTs, and the NFT transactions themselves, as well as liability issues,

such as insider trading or material omissions or misstatements, among others.

NFT transactions may also be subject to laws governing

virtual currency or money transmission.

For example, New York has legislation regarding the operation of virtual currency businesses.

NFT transactions also raise issues regarding compliance with laws of foreign jurisdictions, many of which present complex compliance

issues and may conflict with one another.

Our launch and operation of our NFT platform expose us to the foregoing risks, among others,

any of which could materially and adversely affect the success of our NFT platform and harm our business, financial condition, results

of operations, reputation, and prospects.

management team relies on outside consultants and others in our industry to make informed business decisions;

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life expectancy actuarial results related to smaller portfolios may not be as reliable as they would be if the underlying portfolios

We understand that Standard & Poors has stated that at least 1,000 lives are required to achieve actuarial stability,

We understand that Standard & Poor’s has stated that at least 1,000 lives are required to achieve actuarial stability,

Best concluded that at least 300 lives are necessary.

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Certain court decisions

issued over the past few years may also increase concerns with premium financed policies.

In 2011, the Delaware Supreme Court stated

in PHL Variable Insurance Company v.

Price Dawe 2006 Insurance Trust that the key focus in insurable interest cases is who paid

the premiums.

While the decision was not issued in connection with a premium financed policy, investors were concerned with how the court

would apply such reasoning to premium financed policies.

This concern was alleviated in the 2012 Delaware District Court case of Principal

Life Insurance Company v.

Lawrence Rucker 2007 Insurance Trust that concluded that “an insured’s ability to procure a

policy is not limited to paying the premiums with his own funds;

borrowing money with an obligation to repay would also qualify as an

insured procuring a policy.”

over the past few years may also increase concerns with premium-financed policies.

In 2011, the Delaware Supreme Court stated in PHL

Variable Insurance Company v.

Price Dawe 2006 Insurance Trust that the key focus in insurable interest cases is who paid the premiums.

While the decision was not issued in connection with a premium financed policy, investors were concerned with how the court would apply

such reasoning to premium financed policies.

This concern was alleviated in the 2012 Delaware District Court case of Principal Life

Insurance Company v.

Lawrence Rucker 2007 Insurance Trust that concluded that “an insured’s ability to procure a policy

is not limited to paying the premiums with his own funds;

borrowing money with an obligation to repay would also qualify as an insured

procuring a policy.”

cannot predict whether a state regulator, insurance carrier or other party will assert that any policies should be treated as having

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in the application for life insurance can also affect assets and interest in policies.

are risks that policies may be procured on the basis of fraud or misrepresentation in connection with the application for the policy.

Types of fraud that have enabled carriers to successfully rescind or void the related policies include, among others, misrepresentations

concerning an insured’s financial net worth and/or income, need for and purpose of the life insurance protection, medical history

and current physical condition, including age and whether the insured is a smoker.

Such risk of fraud and misrepresentation is heightened

in connection with life insurance policies for which the premiums are financed through premium finance loans or other structured programs.

In particular, there is a significant risk that applicants and potential insureds may not answer truthfully or completely questions related

to whether the life insurance policy premiums will be financed through a premium finance loan or otherwise, the applicants’ purpose

for purchasing the policy or the applicants’ intention regarding the future sale or transfer of the life insurance policy.

risk may be further increased to the extent life insurance agents communicate to applicants and potential insureds regarding potential

premium finance arrangements or profits to be made on policies that will be sold after the contestability period.

If an insured has made

any material misrepresentation on his/her application for life insurance, there is a heightened risk that the insurance company will

contest or successfully rescind or void the related policy, although an issuing insurance company may not be able to raise such claims

after the expiration of the contestability period.

There has been significant litigation regarding whether or not a policy can be contested

for fraud after the expiration of the contestability period.

Florida, California and New York have concluded that a carrier may not contest

a policy after the contestability period.

are risks that policies may be procured based on fraud or misrepresentation in connection with the application for the policy.

of fraud that have enabled carriers to rescind or void the related policies successfully include, among others, misrepresentations concerning

an insured’s financial net worth and/or income, need for and purpose of the life insurance protection, medical history and current

physical condition, including age and whether the insured is a smoker.

Such risk of fraud and misrepresentation is heightened in connection

with life insurance policies for which the premiums are financed through premium finance loans or other structured programs.

In particular,

there is a significant risk that applicants and potential insureds may not answer truthfully or completely questions related to whether

the life insurance policy premiums will be financed through a premium finance loan or otherwise, the applicants’ purpose for purchasing

the policy or the applicants’ intention regarding the future sale or transfer of the life insurance policy.

Such risk may be further

increased to the extent life insurance agents communicate to applicants and potential insureds regarding potential premium finance arrangements

or profits to be made on policies that will be sold after the contestability period.

If an insured has made any material misrepresentation

on his/her application for life insurance, there is a heightened risk that the insurance company will contest or successfully rescind

or void the related policy, although an issuing insurance company may not be able to raise such claims after the expiration of the contestability

There has been significant litigation regarding whether or not a policy can be contested for fraud after the expiration of the

contestability period.

Florida, California and New York have concluded that a carrier may not contest a policy after the contestability

New Jersey and Delaware have allowed such contests by the carriers.

Even if such fraud in the

application could not serve as a basis to challenge a policy because the contestability period has expired, it may be raised as evidence

that the policy was provided as part of a STOLI arrangement.

Furthermore, such misrepresentations can adversely affect the actuarial

value of the death benefit under the related life insurance policies.

Even if such fraud in the application could not serve as

a basis to challenge a policy because the contestability period has expired, it may be raised as evidence that the policy was provided

as part of a STOLI arrangement.

Furthermore, such misrepresentations can adversely affect the actuarial value of the death benefit under

the related life insurance policies.

risk of litigation with issuing insurance companies could substantially raise our costs of operation and increase our risk of loss.

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Holder may have to rely on a third-party servicer to track an insured, especially if states continue to adopt laws that would limit the

ability of person other than a licensed life settlement provider or its authorized representative to contact insureds for tracking purposes,

and the servicer may lose contact with such insured.

For example, the insured may move and not notify the servicer or any other third

party that has authority to contact the insured.

The servicer attempts to maintain contact information for the insured and/or one or

more close family friends or relatives whenever possible so it can maintain contact with the insured.

ability of a person other than a licensed life settlement provider or its authorized representative to contact insureds for tracking

purposes and the servicer may lose contact with such insured.

For example, the insured may move and not notify the servicer or any other

third party that has authority to contact the insured.

The servicer attempts to maintain contact information for the insured and/or one

or more close family friends or relatives whenever possible so it can maintain contact with the insured.

Additionally, the servicer subscribes

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these various tracking methods, it is still possible for the Holder to lose contact with an insured, making any additional updates of

medical condition for the insured impossible.

There can also be no assurance that the Holder will learn of an insured’s death on

a timely basis.

the insured’s medical condition impossible.

There can also be no assurance that the Holder will learn of an insured’s death

on a timely basis.

Delays in receiving insurance proceeds result in a decrease in the death benefit.

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If no trading market develops, securities analysts

may not initiate or maintain research coverage of our company, which could further depress the market for our common stock.

investors may not be able to sell their shares of our common stock at the time that they would like to sell.

The limited market for our

shares may also impair our ability to raise capital by selling additional shares and our ability to acquire other companies or technologies

by using our common stock as consideration.

The following may result in short-term or long-term negative pressure on the trading price

of our shares, among other factors:

may not initiate or maintain research coverage of our company, which could further depress the demand for our common stock.

investors may be unable to sell their shares of our common stock when they want to sell.

The limited market for our shares may also impair

our ability to raise capital by selling additional shares and our ability to acquire other companies or technologies by using our common

stock as consideration.

The following may result in short-term or long-term negative pressure on the trading price of our shares, among

other factors:

and publicity regarding the life settlement market and related regulations generally;

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industry generally or with regard to our ability to meet market expectations.

stock market has from time to time experienced extreme price and volume fluctuations that are unrelated to the operating performance

of particular companies.

stock market has occasionally experienced extreme price and volume fluctuations unrelated to particular companies’ operating performance.

are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies

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capital in the future.

Of the 42,258,441 shares of our common stock that were outstanding as of March 31, 2024, 225,000 of such shares

are subject to leak-out agreements.

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

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

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

0.01 (1%) of our outstanding securities

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

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

period (the “Leak-Out Period”).

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

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

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

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

Any sales of substantial amounts of our common

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

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

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

Further, certain stockholders have “piggy-back” registration

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

these shares or any registered securities we may register can

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

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

shares are subject to leak-out agreements.

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

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

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

0.01 (1%) of our outstanding

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

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

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

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

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

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

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

Any sales of substantial amounts

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

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

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

Further, certain stockholders have “piggy-back”

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

these shares or any registered securities we may

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

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

What changed 10-K

Item 1A. Risk Factors