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Item 8. Financial Statements and Supplementary Data

2025-06-30 compared with 2024-07-01 · 251 added, 266 removed, 356 unchanged (59% of the section changed)

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of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of March 31, 2024, and 2023

Consolidated Statements of Operations for the Years Ended March 31, 2024, and 2023

Consolidated Statements of Stockholders’ Deficit for the Years Ended March 31, 2024, and 2023

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

Consolidated Statements of Cash Flows for the Years Ended March 31, 2025, and 2024

Notes to the Consolidated Financial Statements

to the Consolidated Financial Statements

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, 2024 and 2023, the related consolidated

statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2024

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, 2024 and 2023, and the results

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

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 audit, 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.

the Shareholders and the Board of Directors of Sundance Strategies, Inc.:

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.

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

The 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.

Evaluation of a Going Concern

Description of the Critical Audit Matter

As 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.

Management 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;

(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.

We 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.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the Company’s

assertion on its ability to continue as a going concern included the following, among others:

● We 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.

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

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.

● We 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 date.

● We assessed whether the Company’s determination that there is substantial doubt about its ability

to continue as a going concern was adequately disclosed.

/s/ Sadler, Gibb & Associates, LLC

We have served as the Company’s auditor since

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.

Sadler, Gibb & Associates, LLC

have served as the Company’s auditor since 2018.

STRATEGIES, INC.

AND SUBSIDIARY

Balance Sheets

Consolidated Balance Sheets

Current Assets

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Total Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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Current portion of notes payable, related parties

Current portion of notes payable

Stock repurchase payable

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Accrued expenses

Notes payable, related parties, net of current portion, net of debt discount

Notes payable, related parties, net of current portion

Total Long-Term Liabilities

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Preferred stock, authorized 10,000,000 shares, par value $ 0.001 ;

- 0 - shares issued and

- 0 - shares issued and outstanding

Common stock, authorized 500,000,000 shares, par value $ 0.001 ;

42,258,441 shares issued and

outstanding as of March 31, 2024;

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

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AND SUBSIDIARY

Statements of Operations

Consolidated Statements of Operations

Years Ended March 31,

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( 1,047,729 )

( 1,745,808 )

Gain on settlement of liabilities

3 unchanged sentences

( 1,303,585 )

( 2,129,698 )

Loss Before Income Taxes

4 unchanged sentences

$ ( 1,834,991 )

Loss per share:

Loss per share - basic and diluted

3 unchanged sentences

AND SUBSIDIARY

Statements of Stockholders’ Deficit

the Year Ended March 31, 2024 and 2023

Consolidated Statements of Stockholders’ Deficit

Stockholders’

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$ ( 6,033,908 )

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

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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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AND SUBSIDIARY

Statements of Cash Flows

Consolidated Statements of Cash Flows

Years Ended March 31,

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Amortization of debt discount

Changes in operating assets and liabilities

Prepaid expenses and other assets

3 unchanged sentences

Financing Activities

Proceeds from issuance of common stock and warrants – net of issuance costs

Proceeds from issuance of common stock and warrants

Proceeds from issuance of notes payable, related party

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31, 2025, and 2024

(1) ORGANIZATION AND BASIS OF PRESENTATION

Strategies, Inc.

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referred to as the “life settlements market.”

the latter part of the fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional

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.

The Company has now assembled an experienced

team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets.

professional services provider, the Company applies 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.

The Company’s clients may include bond issuers, bond investors,

or other structured finance product issuers.

The Company develops 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.

The Company’s goal is to deliver long-term value and profitability to shareholders by growing the Company’s

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, the Company began working closely with bond placement agents and aggregators to establish

various aspects of a proprietary, investment grade bond offering.

In this arrangement, the Company participates 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, the Company uses 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.

The Company provides 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.

advisory role, the Company is 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, the Company entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that

requires the Company 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 the Company successfully reaching certain

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

into the Company’s common stock at prices between $ 1.00 to $ 2.50 per share) contingent upon the Consultant and the Company successfully

reaching certain milestones.

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.

will be used to purchase Life Settlements for which the Company will be an advisor.

As of March 31, 2024 and the issuances of these financial

statements, 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.

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 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.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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into 14,496,123 and 14,043,573 shares of common stock, respectively.

Compensation and Financing Cost s , The Company measures stock-based compensation expense related to employee stock-based awards and

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

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and cash equivalents consist principally of currency on hand and demand deposits at commercial banks.

The Company had $ 329,860

The Company had $ 168,648 and $ 329,860

in cash and cash equivalents as of March 31, 2025, and 2024, respectively.

The Company maintains non-interest-bearing accounts at

two financial institutions.

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, 2024, and 2023, the Company had balances in excess of FDIC insured amounts at these institutions

of $ 79,779 and $ 0 , respectively.

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.

NOTES PAYABLE

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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.

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

the Company has in place with Satco International, Ltd.

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.

(see note 8).

As of March 31, 2024 accrued

interest on the note totaled $ 71,671 .

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

NOTES PAYABLE, RELATED PARTY

of March 31, 2025, and 2024, the Company had borrowed $ 3,290,058 and $ 3,340,058 respectively, excluding accrued interest, from related

Unamortized debt discount with the Notes Payable, Related party was $ 0 and $ 36,645 as of March 31, 2024, and March 31, 2023,

There was no unamortized debt discount with the Notes Payable, Related party as of March 31, 2025, or March 31, 2024.

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

31, 2024, respectively.

Short-term accrued interest associated with the Notes Payable, Related Party of $ 11,925 and $ 364,908 is recorded on the

balance sheet as an Accrued Expense obligation at March 31, 2024, and March 31, 2023, respectively.

Long-term accrued interest associated

with the Notes Payable, Related Party of $ 1,357,738 and $ 857,684 is recorded on the balance sheet as an Accrued Expense obligation at

March 31, 2024, and March 31, 2023, 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 %

On November 10, 2022, the notes were amended to extend the due date from

October 31, 2022, to July 31, 2023, or at the immediate time when alternative financing

or other proceeds are received, and 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.

the provision outlined in Note 8, and in conjunction with the extension of the due date of the promissory notes on November 10,

2022, the Company also agreed to provide Mr.

Dickman with warrants for 399,749

shares of common stock.

In association with the extensions during the fiscal year ended March 31, 2024, the company agreed to

Dickman with warrants for 1,106,000 shares

of common stock (see Note 8) vested immediately upon issuance, having exercise prices of $ 1.05 and $ 0.41

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, 2024, and March 31, 2023 ,

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

As of March 31,

2024 , accrued interest on the notes totaled $ 404,087 .

In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that

The total number of warrants issued to the related party lender was 3,196,332

as of March 31, 2024 (see Note 8 for further details on these warrants).

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).

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

2 unchanged sentences

agreement the Company has with Radiant Life, LLC.

The promissory note bears interest at a rate of 8 % annually and is due on July 29,

In conjunction

with this specific loan event, the agreement awards Radiant Life, LLC with 50,000 common stock warrants, which have an exercise price

of $ 1.05 , and expire in 5 years (see Note 8).

As of March 31, 2024 , accrued interest on the note totaled $ 11,925 .

The promissory note bore interest at a rate of 8 % annually and was due on July 29,

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.

Party Note Payable and Line of Credit Agreements

of March 31, 2025, and 2024, 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 26, 2024, and again on January 24, 2025, 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 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.

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).

of March 31, 2025, and 2024, the Company owed $ 1,159,508

and $ 1,198,600 ,

respectively, 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.

February 2, 2023, and again on January 26, 2024, the related party note payable and line of credit agreement was amended to extend

the due date from November 30, 2023 to November 30, 2024 and then to November 30, 2025, or at the immediate time when alternative

financing or other proceeds are received .

As of March 31, 2024 , the agreement

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

During the year ended March 31, 2023, the Company borrowed $ 132,300

in principal and made no repayments of principal on this agreement.

During the year ended March 31, 2024, the Company borrowed

in principal and made repayments of $ 35,000

in principal on this agreement.

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

As of March 31, 2024 , accrued interest on this note totaled $ 403,361 .

As per the provision outlined in Note 8, and in conjunction with the due date extension and the $ 140,950

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 $ 40,000 ,

borrowed during the years ended March 31, 2024 and 2023, respectively, the Company also agreed to provide the Chairman of the Board

of Directors and a stockholder, with warrants for 1,054,175

shares of common stock and 983,900

shares of common stock, respectively, vested immediately upon issuance, having exercise prices of $ 1.05

and $ 0.41 per share, and a 5 -year

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 ,

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 ,

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

as of March 31, 2024 (see Note 8 for further details on these warrants).

of March 31, 2024, and 2023, the Company owed $ 1,159,508 and $ 1,119,508 in principal, respectively, under the note payable and lines

of credit agreement with Radiant Life, LLC.

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

On February 2, 2023, and again on

February 1, 2024, the related party note payable and line of credit agreement was amended to extend the due date from November 30, 2023

to November 30, 2024, and later to November 30, 2025, 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, 2024, and 2023 the

Company borrowed $ 40,000 and $ 60,000 , respectively of principal under this agreement and made no repayments.

As of March 31, 2024, accrued

interest on this agreement totaled $ 550,289 .

As per the provision outlined in Note 8, and in conjunction with the due date extensions

and the $ 40,000 borrowed under the note payable and lines of credit agreement during the year, the Company also agreed to provide Radiant

Life, LLC with warrants for 779,754 shares of common stock, vested immediately upon issuance, a 5 -year exercise window from the dates

of issuance, having exercise prices between $ 0.41 and $ 1.05 per share.

The total number of warrants issued to the related party lender

was 3,229,016 as of March 31, 2024 (see Note 8 for further details).

as of March 31, 2025 (see Note 8 for further details).

CONVERTIBLE DEBENTURE AGREEMENT

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than $ 1.00 per share.

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

On February 9, 2023 the convertible debenture agreement with Satco International, Ltd.

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

November 30, 2023, to November 30, 2024, or at the immediate time when alternative financing or other proceeds are received.

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

This extension

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to qualified investors.

From September 20, 2023, to October 4, 2023, the Company received subscription agreements from investors, for 850,000

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

common shares at a purchase price of $ 1

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warrants exercisable at $ 0.35

per share, vested immediately upon issuance, with a five year expiration.

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

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 .

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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Outstanding at March 31, 2024

( 2,702,000 )

Outstanding at March 31, 2025

Exercisable at March 31, 2024

Company’s related party lenders consist of:

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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

The number of warrants issued for an extension is based on the following formula:

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).

Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar loaned.

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.

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 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 and 80,000

warrants to Radiant Life, LLC in conjunction with monies borrowed during the period (see Note 8 to the financial statements included

in this report).

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).

The exercise price of these warrants was $ 0.41 .

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

per share, a risk-free between 3.36 %

volatility between 86.52 %

and a dividend rate of 0 %.

the year ended March 31, 2024, the Company issued 1,106,000

warrants to Mr.

Dickman, 772,275

warrants to the Chairman of the Board of Directors, and 699,754

warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see Note 8 to the financial

statements included in this report) per the terms outlined above.

The exercise price of these warrants was between $ 0.41 and $ 1.05 .

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 964,277 .

The inputs used in this calculation included a fair value of the underlying common stock between $ 0.409 and $ 1.049

per share, a risk-free between 3.80 %

volatility between 84.00 %

and a dividend rate of 0 %.

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

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Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Weighted Average Remaining Contractual

Proceeds to Company if Exercised

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cash assets, compared to $ 329,890 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 (see Note 8) and $ 3,000,000 on the Convertible Debenture Agreement (see Note 8).

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

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

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.

As mentioned above,

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

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

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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 2025 .

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.

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.

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

April 19, 2024, subsequent to year end, the company paid $ 125,000

to a vendor in an effort

to help secure bondin g.

June 24, 2024, and June 25, 2024, the Company issued an additional 180,000 total shares of stock and 360,000 total warrants to five investors

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 .

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