Forward-looking Statements
When used in this Annual Report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under "Trends and Uncertainties," and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations. Reference is also made to the caption "Forward-Looking Statements" at the forepart of this Annual Report, which information is incorporated herein by reference.
Overview
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."
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We 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.
NIBs 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 of policies. 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 such policy. 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.
During the latter part of the fiscal year ended
Most recently 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.
Subsequent to
25 Results of Operations 2021 Compared to 2020
General & Administrative Expenses
General and administrative expenses totaled
Other Income and Expenses
During the year ended
For the year ended
For the year ended
Income Taxes
During the years ended
Liquidity and Capital Resources
Since our inception our operations have been primarily financed through sales of
equity instruments, debt financing, lines of credit and notes payable from
related parties and the issuance of convertible debentures. As of
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2021 Cash Flows Compared to 2020 Cash Flows
For the year ended
For the years ended
During the year ended
Debt
At
We may borrow money in the future to finance our operations but can make no guarantees that such credit will be made available to us. Any such borrowing will increase the risk of loss to the debt holder in the event we are unsuccessful in repaying such loans.
The 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 capital. 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
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Contractual Obligations and Contingencies
The following table sets forth payments due by period for fixed contractual
obligations by maturity date as of
Maturity Date Year Ended Year Ended March 31, Total March 31, 2022 2023 Thereafter Debt Obligations (1)$ 2,741,808 $ 826,000 $ 1,915,808 $ - Interest payable 637,890 142,182 495,708 - Total$ 3,379,698 $ 968,182 $ 2,411,516 $ -
(1) Debt obligations consist of the principal pursuant to the notes payable and
lines-of-credits from related parties (as mentioned above)
Critical Accounting Policies and Estimates
The 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.
Estimates, The preparation of financial statements in conformity with accounting
principles generally accepted in
Stock Based Compensation, We measure stock-based compensation expense related to employee stock-based awards based 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. We utilize the Black-Scholes option pricing model to estimate the fair value of stock options issued as compensation. The Black-Scholes model requires the input of highly subjective and complex assumptions, including the estimated fair value of our common stock on the date of grant, the expected term of the stock option, and the expected volatility of our common stock over the period equal to the expected term of the grant. We estimate forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
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.
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.
We 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
Our 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.
Off Balance Sheet Arrangements
None. 28
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