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Item 7. Management’s Discussion and Analysis

2025-06-30 compared with 2024-07-01 · 76 added, 118 removed, 82 unchanged (70% of the section changed)

12 unchanged sentences

information is incorporated herein by reference.

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.”

currently do not hold life settlement or life insurance policies but, rather, previously held a contractual right to receive the net

insurance benefits, or “NIBs”, from a portfolio of life insurance policies held by a third party (“the Owners”

or “the Holders”).

These NIBs represented an indirect, residual ownership interest in a portfolio of individual life insurance

policies, and they allowed us to receive a portion of the settlement proceeds from such policies, after expenses related to the acquisition,

financing, insuring and servicing of the policies underlying our NIBs have been paid.

are generally sold by an entity that holds the underlying life settlement or life insurance policies, either directly or indirectly through

a subsidiary, such an entity being referred to herein as a “Holder.” A Holder, either directly or through a wholly owned

subsidiary, purchases life insurance policies either from the insured or on the secondary market and aggregates them into a portfolio

At the time of purchase, the Holder also (i) contracts with a service provider to manage the servicing of the policies until

maturity, (ii) consider purchasing mortality re-insurance (“MRI”) coverage under which payments will be made to the Holder

in the event the insurance policies do not mature according to actuarial life expectancies, and (iii) arranges financing to cover the

initial purchase of the insurance policies, the servicing of the life insurance policies until maturity and the payment of the MRI premiums.

The financing obtained by the Holder for a portfolio of life settlement or life insurance policies is secured by the insurance policies

for which the financing was obtained.

After a Holder purchases policies, aggregates them into a portfolio and arranges for the servicing,

MRI coverage and financing, the Holder contracts to sell NIBs related to the policies, which gives the holder of the NIBs the right to

receive the proceeds from the settlement of the insurance policies after all of the expenses related to such policies have been paid.

When an insurance policy underlying our NIBs comes to maturity, the insurance proceeds are first used to pay expenses associated with

Once all of the expenses have been paid, the Holder will retain a small percentage of the proceeds and then will pay the

remaining insurance proceeds to us.

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

We develop strategies and methodologies which include the acquisition of life insurance portfolios, then uses 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.

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 implements 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.

January 1, 2022, we entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that require d

us to make an initial $100,000 payment and up to an additional $400,000 in the future (which will

be financed by the Consultant via a promissory note).

The $400,000 obligation is contingent upon the Consultant and us successfully reaching

certain milestones.

Further, the agreement requires us to issue between 1,000,000 and 10,000,000 stock options (which are exercisable

into our common stock at prices between $1.00 to $2.50 per share) contingent upon the Consultant and us successfully reaching certain

The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”)

and the successful placement of NFTs with proceeds of between $100 million and $500 million.

The proceeds will be used to purchase Life

Settlements for which we will be an advisor.

As of July 1, 2024 none of the milestones related

to the potential issuance of equity have been met.

This Company has terminated this agreement with Tradability, and no future payments are expected in association with

this terminated agreement.

Business (Overview):

historical business model focused on purchasing or acquiring life insurance policies and related residual interests, such as net insurance

benefits (NIBs).

These NIBs provided us with the right to receive a portion of settlement proceeds from third-party-held policy portfolios,

after associated servicing and financing costs.

As of the date of this report, we no longer directly hold NIBs or life insurance policies.

the latter part of fiscal 2021, our efforts have shifted toward providing professional services to specialty finance groups, bond issuers,

and aggregators in the life settlement space.

Our role includes advising on portfolio construction and applying proprietary analytics

to help structure bond offerings secured by life insurance assets and managed cash.

We aim to assist clients with asset assembly, cash

management, and support for both investment- and non-investment-grade credit ratings.

In exchange, we will be reimbursed for structuring

expenses, earn an advisory fee upon closing, and retain residual rights to certain underlying assets post-maturity.

the fiscal year ended March 31, 2025, the Company earned no revenue from bond advisory or portfolio consulting services.

Management continues

to pursue opportunities, but no definitive engagements were in place as of the date of this report.

of Operations

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A significant

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

The reduction in general and administrative expenses is because we had reduced

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

The increase in general and administrative expenses is due to increased

professional fees during 2025.

Income and Expenses

the years ended March 31, 2024, and 2023, we recognized $1,047,729, and $1,745,808, respectively, as loss on extinguishment of debt in

conjunction with related party debt.

The reduction in loss on extinguishment of debt is because we extinguished less debt at a loss during

the years ended March 31, 2025 and 2024, we recognized losses on extinguishment of debt totaling $435,199 and $1,047,729, respectively,

in connection with related party debt arrangements.

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

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

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

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

the years ended March 31, 2025, and 2024, interest expense totaled $349,016 and $410,856 , respectively.

The increase in interest expense

was a result of higher loan balances, and $67,890 recognized on amortization of debt discount.

For the years ended March 31, 2024, and

2023, expenses incurred pursuing potential financing alternatives totaled $135,000 and $54,000, respectively.

The increase in financing

expense is due to expenses incurred in pursuing bonding.

the years ended March 31, 2024, and 2023, the Company recorded a net loss before income taxes of $1,834,991 and $2,811,981,

The decrease in interest expense

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

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

respectively.

The reduction in net loss is largely due to decrease in losses from extinguishing debt.

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

structuring and placement efforts.

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

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

and Capital Resources

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$329,860 as of March 31, 2024.

As of March 31, 2024, the Company had access to draw an additional $4,265,942 on the notes payable, related party,

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

Our monthly expenses are approximately $44,000, which includes salaries of our

employee, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses and estimated legal

and accounting expenses.

Outstanding Accounts Payable as of March 31, 2024, totaled $447,862, and other accrued liabilities totaled $1,790,940

We believe that our availability under our existing lines of credit with related parties, our existing capital resources, together

with the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital requirements

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

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

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

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

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

estimated legal and accounting expenses.

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

totaled $880,073.

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

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

issuance of these financial statements.

Cash Flows Compared to 2024 Cash Flows

the year ended March 31, 2024, we recorded net cash used in operating activities of $666,643, compared to $459,713 used in operating

activities during the year ended March 31, 2023.

the year ended March 31, 2025, we recorded net cash used in operating activities of $916,212, compared to $666,643 during the prior year.

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

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

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

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

the years ended March 31, 2025, and 2024 no cash was used in or provided by investing activities.

the years ended March 31, 2025, and 2024 net cash provided by financing activities was $755,000, and $995,950, respectively.

activities for both years consisted of borrowing on new related party promissory notes and existing notes payable and lines-of-credit

in the amounts of $180,950, and $192,300, respectively.

Additionally, during the years ended March 31, 2024, and 2023, the Company received

$850,000 and $0 in proceeds raised by issuance of our common stock through private placement memorandums, respectively.

borrowed on new related party promissory notes and existing notes payable and lines-of-credit in the amounts of $180,950 during the year

ended March 31, 2024.

Additionally, during the years ended March 31, 2025, and 2024, the Company received $805,000 and $850,000 in proceeds

raised by issuance of our common stock through private placement memorandums, respectively.

March 31, 2025, we owed $5,354,633, including accrued interest, for debt obligations.

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As of March 31, 2025, one note payable had a principal

balance of $1,159,508 and is due on November 30, 2025, and a line-of-credit had a principal balance of $50,000 and is due on July 29,

2024, or when the Company completes a successful equity raise (if earlier than the due date), at which time principal and interest is

The second note payable and line-of-credit had a principal balance of $1,304,550, and the line of credit is due November

The third series of related-party promissory notes had a total principal balance of $826,000 and has

been extended to be due on November 30, 2025.

The convertible debenture agreement, which has no principal balance due as of March

31, 2024, is open through November 30, 2024.

As of July 1, 2024, there was $4,265,942 available under the lines-of-credit we currently

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

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

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

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

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

The third series of related-party promissory

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

The convertible debenture agreement, which has no principal

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

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

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

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

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

accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize

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

As the company has no current source of revenues, in order to

meet financial obligations, the Company will need to continue to rely on debt financing from related parties and/or raise additional

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 at least the next 12 months,

or through June 2025.

Related parties have given assurance that their continued support, by way of either extensions of due dates, or

increases in lines-of-credit, can be relied on.

The Company also continues to evaluate other debt and equity financing opportunities.

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

meet its obligations in the ordinary course of business.

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

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

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

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

While related

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

binding commitments are currently in place.

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

the Company’s ability to continue as a going concern through June 2026.

Obligations and Contingencies

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Interest Payable

obligations consist of the principal pursuant to the notes payable from related parties and non-related parties (as mentioned above)

Debt Obligations consist of the principal pusuant to the notes payable

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

Accounting Policies and Estimates

preparation of our financial statements requires that we make estimates and judgments.

We base these on historical experience and on

other assumptions that we believe to be reasonable.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

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the general and administrative expenses within our financial statements.

Our estimates forfeitures at the date of grant and revises the

We estimate forfeitures at the date of grant and revise the

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

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rate approximates market interest rates.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-K

Item 7. Management’s Discussion and Analysis