SUND 10-K & 10-Q changes, risk factors and insider trading

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations and future growth prospects. 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 youinvestors may lose all or part of yourtheir investment. InThese assessing these risks, yourisks should alsobe referconsidered totogether with the other information contained in this Form 10-K, including our consolidated financial statements and related notes.

We have historically used substantial amounts of cash in operating activities. To date, our operations have not generated sufficient cash flow to fund our operations, and we have relied on cash provided by financing activities, including amounts received under notes payable and lines-of-credit with related parties. OurShould we default under these obligationsobligations, it may also limit our ability to obtain future financing from from related or third parties.

We may raise additional funds in equity or debt financings or enter into credit facilities in order to access funds for our capital needs. Any debt financing obtained by us in the future would cause us to incur additional debt service expenses and could include restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and pursue business opportunities. In addition, future equity investors may requirerequire, as a condition to their investment, that weall convert all or a portion of our outstanding debt be converted to equity, and our debtholders may not agreebe willing to such terms.do so. If we raise additional funds through further issuances of equity or convertible debt securities, and/or if we convert all or a portion of our existing debt to equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may significantly scale back our operations or we may become insolvent. If this were to occur, our ability to continue to grow and support our business and to respond to business challenges could be significantly limited.

Changes in general economic conditions, including, for example, interest rates, investor sentiment, market and regulatory changes specifically affecting the insurance industry, competition, technological developments, political and diplomatic events, tax laws, and other factors not known to us today, can substantially and adversely affect our business and prospects. There continues to be uncertainty about the prospects for growth in the U.S. economy as well as economies of other countries, driven by factors such as high current unemployment, rising government debt levels, prospective Federal Reserve (and similar foreign bodies) policy shifts, the withdrawal of government interventions in financial markets, changing consumer spending patterns, and changing expectations for inflation and deflation. These factors have adversely affected the financial markets and the claims-paying ability of many insurers. Such uncertainties and general economic trends can affect the ability to obtain funds to finance life settlement products. None of these risks are or will be within our control.

General and administrative expenses totaled $604,167$436,110 and $531,406$604,167 during the years ended March 31, 2025,2026, and 2024,2025, respectively. A significant portion of these expenses were professional fees, payroll, and rent. The increasedecrease in general and administrative expenses is mostly due to increased decreased professional fees during 2025.2026.

During the years ended March 31, 20252026 and 2024,2025, we recognized losses on extinguishment of debt totaling $435,199$989,968 and $1,047,729,$435,199, respectively, in connection with related party debt arrangements. The decreaseincrease in loss for the year ended March 31, 2025,2026, reflects a lowerhigher volume of of debt extensions or modifications that resulted in extinguishment accounting treatment compared to the prior year.

For the years ended March 31, 2025,2026, and 2024,2025, interest expense totaled $349,016$372,847 and $410,856$349,016 , respectively. The decrease in interest expense was a result of less amortization of debt discount during 2025.

For the years ended March 31, 2025,2026, and 2024,2025, expenses incurred pursuing potential financing alternatives totaled $215,000$15,000 and $135,000,$215,000, respectively. respectively. The increasedecrease in financing-related expenses is primarily attributable to increaseddecreased costs incurred in connection with bond structuring structuring and placement efforts.

During the years ended March 31, 2025,2026, and 2024,2025, the Company recorded a net loss before income taxes of $1,603,382$1,813,964 and $1,834,991,$1,603,382, respectively. respectively. The reductionincome intax netprovision lossfor isboth largelyperiods duewas toalso decrease in losses from extinguishing debt, partially offset by the lack of gain on settlement of debt.$0.

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 March 31, 2025,2026, we had $168,648$32,035 of cash, compared to $168,648 $329,860 as of March 31, 2024.2025. As of March 31, 2025,2026, the Company had access to draw an additional $4,265,942$4,257,253 on the notes payable, related party, party,$55,000 on a promissory note, and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses average approximately $50,000, $37,000, 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, 2025,2026, totaled $446,885,$451,372, and other accrued liabilities totaled $880,073.$ 2,470,347. 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.

For the year ended March 31, 2025,2026, we recorded net cash used in operating activities of $916,212,$390,302, compared to $666,643$916,212 during the prior year. The increasedecrease in cash used is primarily attributable to a lowerreduction in financing expenses and a reduction in operating expenses, as well as higher non-cash loss on extinguishmentaccrual of debtinterest inpayable the year ended March 31, 2025, which resulted in a smallerlarger 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.

During the years ended March 31, 2025,2026, and 20242025 net cash provided by financing activities was $755,000,$253,689, and $995,950,$755,000, respectively. The Company borrowed on new related partyrelated-party promissory notes and existing notes payable and lines-of-credit in the amounts of $180,950$8,689 during the year ended March 31, 2024.2026. Additionally, during the years ended March 31, 2025,2026, and 2024,2025, the Company received $805,000$0 and $850,000$805,000 in proceeds raised by issuance of our common stock through private placement memorandums, respectively.

At March 31, 2025,2026, we owed $5,354,633,$5,978,126, including accrued interest, for debt obligations. We owed $3,290,058$3,298,747 in principal pursuant to notes payable and lines-of-credits from related parties and $300,000$545,000 in other notes payable. As of March 31, 2025,2026, one note payable had a principal balance of $1,159,508$1,168,197 and has been extended to be due on NovemberMay 30,31, 20262027 or when the Company completes a successful equity raise (if earlier 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 balance of $1,304,550, and the line of credit and has been extended to be due NovemberMay 30,31, 2026.2028. The third series of related-party promissory notes notes had a total principal balance of $826,000 and is due on NovemberApril 30, 2025.2027. The convertible debenture agreement, which has no principal balance balance due as of March 31, 2025,2026, is open through August 31, 2026. As of June 30,29, 2025,2026, there was $4,265,942$4,257,253 available under the lines-of-credit lines-of-credit we currently have with related parties and $3,000,000 available under the 8% convertible debenture agreement.agreement, and $55,000 available under the 7.5% promissory note.

The accompanying financial statements have been prepared on a going concern basis, which assumesassuming the Company will continue as a going concern, 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.

Management 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.

StockStock-Based Based Compensation and Financing Costs, we measure stock-based compensation expense related to employee stock-based awards and stockstock-based based expense associated with certain financing costs based on the estimated fair value of the awards as determined on the date of grant and and is recognized as expense over the remaining requisite service period or vesting period of the warrant. We utilize the Black-Scholes pricing pricing model to estimate the fair value of stock options issued as compensation and warrants issued as financing costs. The Black-Scholes model 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 warrant, and the expected volatility of our common stock over the period equal to the expected term of the grant or warrant. Uncontrollable uncertainties, such as fluctuation in interest rates, can have an effect on our Black-Scholes estimate calculations. Such fluctuations and other unforeseen changes in inputs could have a material impact on the general and administrative expenses within our financial statements. We estimate forfeitures at the date of grant and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

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 approximatesapproximate the fair values as the interest rate approximates market interest rates.

In addition to the other information set forth in this quarterly report on Form10-Q,Form 10-Q, you should carefully consider the risks discussed in in our Annual Report on Form 10-K for the year ended March 31, 2025,2026, which risks could materially affect our business, financial condition or future results. There were no material changes during the quarter ended DecemberJune 31,30, 2025,2026, to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025,2026, filed June 30,29, 2025.2026. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Three-Months Ended DecemberJune 31,30, 2025,2026, Compared with Three-Months Ended DecemberJune 31,30, 20242025

Due to the Company not holding NIBs, no interest income was recorded for the three months ended DecemberJune 31,30, 2025,2026, or 2024.2025.

General and administrative expenses totaled $110,504,$111,831, and $143,513$130,764 during the three months ended DecemberJune 31,30, 2025,2026, and 2024,2025, respectively. A significant significant portion of these expenses were professional fees and payroll costs.

During the three months ended DecemberJune 31,30, 2025,2026, and 2024,2025, interest expense accrued in the amount of $95,204$101,313 and $87,480,$88,719, respectively.

During the three months ended DecemberJune 31,30, 2025,2026, and 2024,2025, the Company recorded net loss before income taxes of $220,708,$213,145, and $260,993,$607,994, respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset. The relative increasedecrease in net loss before income taxes is due to the decrease in the loss on extinguishment of debt.

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 DecemberJune 31,30, 2025,2026, we had $40,287$16,933 of cash, compared to $32,035 $168,648 as of March 31, 2025.2026. As of DecemberJune 31,30, 2025,2026, the Company had access to draw an additional $115,000$55,000 on notes payable; $4,257,253 $4,177,253 on the notes payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are anticipated to be approximately approximately $40,000,$37,000, which includes salaries of our employee, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses, estimated legal and accounting expenses. Outstanding Accounts Payable as of DecemberJune 31, 2025,30,2026, totaled $445,537, $452,818, and other accrued liabilities totaled $2,357,652.$2,580,138. 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 at least the next 12 months, or through FebruaryAugust 2027.

At DecemberJune 31,30, 2025,2026, we owed $5,822,344,$6,156,644, including accrued interest, for debt obligations. We owed $3,298,747$3,378,747.23 and 1,798,1821,971,924.14 in principal and accrued interest, respectively, pursuant to notes payable and lines-of-credits from related parties, $485,000$545,000 and $240,415$260,972 in notes payable to unrelated parties in principal and interest, respectively. As of DecemberJune 31,30, 2025,2026, a line-of-credit to a a related party had a balance of $1,168,197$1,198,197.23 and is currently extended to be due on May 31, 2027, or when the Company completes a successful equity raise, at which time principal and interest is due in full. A line-of-credit to a second related party had a principal balance of $1,304,550$1,354,550 and is currently extended to be due on May 31, 2028. As of DecemberJune 31,30, 2025,2026, unsecured promissory notes notes had principal balances totaling $826,000 and are currently extended to be due on April 30, 2027. The convertible debenture agreement, which has no principal balance due as of DecemberJune 31,30, 2025,2026, is open through August 31, 2026.2027. As of FebruaryAugust 17,13, 2026, there was $115,000 $55,000 available under promissory notes, $4,257,253$4,177,253 available under the lines-of-credit we currently have with related parties, and $3,000,000 available under the 8% convertible debenture agreement.