What changed in this filing

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Item 1. Financial Statements

2021-02-16 compared with 2020-11-16 · 222 added, 200 removed, 426 unchanged (50% of the section changed)

Financial Statements (Unaudited)

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Balance Sheets

September 30,

Condensed Consolidated Balance Sheets

Current Assets

5 unchanged sentences

Accounts payable

Accrued expenses

Notes payable, related parties

Stock repurchase payable

2 unchanged sentences

Accrued expenses

Paycheck Protection Program loan

Notes payable, related parties

2 unchanged sentences

Stockholders’

Preferred stock, authorized 10,000,000 shares,

par value $0.001;

-0- shares issued and outstanding

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

-0- shares issued and

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

37,828,441 shares issued and outstanding

and 37,828,441 shares issued and outstanding as of December 31, 2020 and March 31, 2020, respectively

Additional paid in capital

5 unchanged sentences

accompanying notes are an integral part of these condensed consolidated financial statements.

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Statements of Operations

Three Months Ended

Six Months Ended

Interest Income on

Investment in Net Insurance Benefits

and Administrative Expenses

from Operations

Other Expense

Condensed Consolidated Statements of Operations

Three Months Ended December 31,

Nine Months Ended December 31,

Interest Income on Investment in Net Insurance Benefits

General and Administrative Expenses

Loss from Operations

Other Income (Expense)

Gain on Extinguishment of Debt

Interest expense

Other Expense

Loss Before Income

Tax Provision (Benefit)

Basic and Diluted:

and diluted loss per share

Financing expense

Total Other Expense

Loss Before Income Taxes

Income Tax Provision (Benefit)

$ (1,063,239 )

$ (1,106,681 )

Basic and Diluted:

weighted average number of shares outstanding

Basic and diluted loss per share

Basic and diluted weighted average number of shares outstanding

accompanying notes are an integral part of these condensed, consolidated financial statements.

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Statements of Stockholders’

the Three and Six Months Ended September 30, 2020 and 2019

Condensed Consolidated Statements of Stockholders’

For the Quarters Ended June 30, September 30, and December 31, 2020 and 2019

Stockholders’

6 unchanged sentences

(28,538,921 )

Common stock in exchange for consulting services performed

Common stock in exhange for director compensation

Common stock issued for cash

Balance, December 31, 2020

$ (29,018,481 )

$ (4,249,734 )

Balance, March 31, 2019

5 unchanged sentences

(27,617,182 )

Balance, December 31, 2019

$ (27,949,089 )

$ (3,720,036 )

accompanying notes are an integral part of these condensed consolidated financial statements.

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Statements of Cash Flows

Six Months Ended

Consolidated Statements of Cash Flows

Nine Months Ended December 31.

Operating Activities

Adjustments to reconcile

to net cash provided by (used in) operating activities:

Changes in operating

assets and liabilities

on behalf of Company

Prepaid expenses

and other assets

$ (1,063,239 )

$ (1,106,681 )

Adjustments to reconcile to net cash provided by (used in) operating activities:

Share based compensation - common stock

Expense paid on behalf of Company for Accounts Payable

Gain on Extinguishment of Debt

Changes in operating assets and liabilities

Prepaid expenses and other assets

Accounts payable

Cash used in Operating Activities

Accrued expenses

Net Cash used in Operating Activities

Financing Activities

Proceeds from issuance

of notes payable, related party

from Paycheck Protection Program Loan

Cash provided by Financing Activities

Net Change in Cash

and Cash Equivalents

and Cash Equivalents at Beginning of Period

and Cash Equivalents at End of Period

Supplemental disclosure

of cash flow information:

Proceeds from issuance of notes payable, related party

Common Stock Issued for Cash

Proceeds from Paycheck Protection Program Loan

Net Cash provided by Financing Activities

Net Change in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Period

Cash and Cash Equivalents at End of Period

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for income

Cash paid for income taxes

accompanying notes are an integral part of these condensed consolidated financial statements.

13 unchanged sentences

Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, which was filed with the SEC on August 10,

The results from operations for the six-month period ended September 30, 2020, are not necessarily indicative of the results

The results from operations for the nine-month period ended December 31, 2020, are not necessarily indicative of the results

that may be expected for the fiscal year ended March 31, 2021.

32 unchanged sentences

Potentially dilutive securities

are not included in the calculation of diluted net loss per share for the three and six months ended September 30, 2020 and 2019,

are not included in the calculation of diluted net loss per share for the three and nine months ended December 31, 2020 and 2019,

because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of September 30, 2020 are comprised of

warrants convertible into 2,133,000 shares of common stock.

No potentially dilutive securities were outstanding as of September

Potentially dilutive securities outstanding as of December 31, 2020 and 2019 are comprised

of warrants convertible into 3,488,754 and 450,000 shares of common stock, respectively.

STRATEGIES, INC.

2 unchanged sentences

Accounting Pronouncements

During the Six Months Ended September 30, 2020

During the Nine Months Ended December 31, 2020

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses.

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from related parties and the issuance of notes payable and convertible debentures.

As of September 30, 2020, the Company had $2,452

As of December 31, 2020, the Company had $186,803

of cash assets, compared to $28,784 as of March 31, 2020.

As of September 30, 2020, the Company had access to draw an additional

As of December 31, 2020, the Company had access to draw an additional

$4,814,192 on the notes payable, related party (see Note 5) and $3,000,000 on the Convertible Debenture Agreement (See Note 6).

For the three months ended September 30, 2020, the Company’s average monthly operating expenses were approximately $80,000,

For the three months ended December 31, 2020, the Company’s average monthly operating expenses were approximately $90,000,

which includes salaries of our employees, consulting agreements and contract labor, general and administrative expenses and legal

1 unchanged sentence

In addition to the monthly operating expenses, the Company continues to pursue other debt and equity

financing opportunities, and as a result, a financing expense of $40,730 was incurred during the three months ended September

financing opportunities, and as a result, a financing expense of $170,000 was incurred during the three months ended December

As management continues to explore additional financing alternatives, the Company is expected to spend an additional

$500,000 over the next 12 months related to these efforts.

Outstanding Accounts Payable as of September 30, 2020 totaled $623,195,

Outstanding Accounts Payable as of December 31, 2020 totaled $675,512,

and other accrued liabilities totaled $631,485.

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 from the issuance of these 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

As explained in Note 4, on November 10, 2020, the Company raised $500,000 through

the issuance of 500,000 shares of common stock in a private placement offering.

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 from the issuance of these 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.

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Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy

during the six months ended September 30, 2020 and 2019.

during the nine months ended December 31, 2020 and 2019.

Financial Instruments

11 unchanged sentences

to the repurchase of these shares is $400,000, with repayment contingent on a major financing event.

2020 the Company awarded members of the Board of Directors a total of 1,500,000 shares of the Company’s common stock,

in lieu of director cash compensation.

The stock awards vested 25% on the date of grant and the remainder of the shares

vested equally over the three months following the date grant.

As of December 31, 2020, all grant shares were 100% vested.

a fair value stock price of $0.0223 per share, the transaction resulted in a compensation expense of $33,450, which was

fully recognized in the three months ended December 31, 2021.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

October 5, 2020, the Company granted one of its consultants 280,000 shares of the Company’s common stock in exchange for

services performed.

The shares vested upon issuance, and the Company is under no obligation to register the restricted shares.

Using a fair value stock price of $0.0223 per share, the transaction resulted in a consulting expense of $6,244, which

was recognized in the three months ended December 31, 2020.

On November 10,

2020, the Company issued a private placement memorandum offering to raise up to $1,000,000 through the issuance of restricted

shares of the Company’s common stock (par value $0.001) to qualified investors.

As of December 31, 2020, the Company

had received subscription agreements from related parties, which are family members and business associations of a

stockholder for 500,000 common shares at a purchase price of $1 per share, with proceeds to the Company totaling

to Purchase Common Stock

8 unchanged sentences

3, 2020, the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

addition, Mr.

5 unchanged sentences

the lender will also require 2 warrants for each dollar loaned.

of September 30, 2020 and March 31, 2020, the Company held outstanding warrants to related parties totaling 2,133,000 and 1,702,000,

October 1, 2020, the related party, note payable and line of credit agreement with Radiant Life, LLC, an entity partially owned

by the Chairman of the Board of Directors (see Note 5) was amended to include a formal provision that provides the related party

lender with common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional monies.

The number of warrants issued will be 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).

In addition, the number of warrants to be issued upon the loaning of additional monies is 2 warrants

for each dollar loaned.

In this amendment, the due date was extended from August 31, 2021 to November 30, 2022 or at the immediate

time when alternative financing or other proceeds are received.

As per the provision outlined above, and in conjunction with the

extension of the due date of the agreement, the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754

shares of common stock at an exercise price of $0.05 per share.

The warrants have a 5-year exercise window from the date of the

extension agreement.

of December 31, 2020 and March 31, 2020, the Company held outstanding warrants to related parties totaling 3,488,754 and 1,702,000,

respectively.

All warrants have an exercise price of $0.05 per share, a five-year life as of the date of grant and expire between

November 2024 and June 2025.

November 2024 and October 2025.

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation

model, was not significant.

The inputs used in this calculation included a fair value of $0.02 to $0.03 per share, a risk-free

The inputs used in this calculation included a fair value of $0.0223 per share, a risk-free

rate of 0.23% to 1.67%, volatility of 20% to 123% and a dividend rate of 0%.

The average remaining outstanding life

of the warrants as of September 30, 2020, was 4.36 years.

The shares of common stock issuable upon exercise of the

warrants are not registered with the Securities and Exchange Commission and the holders of the warrants do not have registration

rights with respect to the warrants or the underlying shares of common stock.

The average remaining outstanding life of the warrants

as of December 31, 2020, was 4.37 years.

The shares of common stock issuable upon exercise of the warrants are not registered

with the Securities and Exchange Commission and the holders of the warrants do not have registration rights with respect to the

warrants or the underlying shares of common stock.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (Unaudited)

December 31, 2020

NOTES PAYABLE, RELATED PARTY

of September 30, 2020, and March 31, 2020, the Company had borrowed $2,696,008 and $2,450,508 respectively, excluding accrued

interest, from related parties.

The interest associated with the Notes Payable, Related Party of $396,559 and $288,369 is recorded

on the balance sheet as an Accrued Expense obligation at September 30, 2020 and March 31, 2020, respectively.

of December 31, 2020, and March 31, 2020, the Company had borrowed $2,741,808 and $2,450,508 respectively, excluding accrued interest,

from related parties.

The interest associated with the Notes Payable, Related Party of $455,280 and $288,369 is recorded on the

balance sheet as an Accrued Expense obligation at December 31, 2020 and March 31, 2020, respectively.

Party Promissory Notes

of both September 30, 2020 and March 31, 2020, the Company owed $826,000 under the unsecured promissory notes from Mr.

of both December 31, 2020 and March 31, 2020, the Company owed $826,000 under the unsecured promissory notes from Mr.

Dickman, a stockholder and member of the Board of Directors.

1 unchanged sentence

notes are due on November 30, 2021, or at the immediate time when alternative financing or other proceeds are received.

as mentioned in Note 4, prior to March 31, 2020, the Company had provided Mr.

Dickman warrants for 1,202,000 shares of common

During the six months ended September 30, 2020, the Company neither borrowed any additional funds under this agreement

nor made any principal repayments.

As of September 30, 2020, accrued interest on the notes totaled $104,325.

In the event the

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

In addition, as mentioned in Note 4, prior to March 31, 2020, the Company had provided Mr.

Dickman warrants for 1,202,000

shares of common stock.

During the nine months ended December 31, 2020, the Company neither borrowed any additional funds under

this agreement nor made any principal repayments.

As of December 31, 2020, accrued interest on the notes totaled $123,273.

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

Party Note Payable and Line of Credit Agreements

of September 30, 2020 and March 31, 2020, the Company owed $1,010,500 and $795,000, respectively, exclusive of accrued interest,

of December 31, 2020 and March 31, 2020, the Company owed $1,056,300 and $795,000, respectively, exclusive of accrued interest,

under the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder.

As of September

30, 2020, the agreement allowed for borrowings of up to $4,600,000, with principal and interest due on August 31, 2021,

or at the immediate time when alternative financing or other proceeds are received.

Subsequent to September 30, 2020 the note

and the line of credit was extended from August 31, 2021 to November 30, 2022 (see Note 8 for detail on the due date extension).

During the six months ended September 30, 2020 the Company borrowed $208,500 in cash, and another $7,000 of expense paid

on behalf of the Company, totaling and additional $215,500 in principal borrowed under this agreement.

made no repayments during the six months ending September 30, 2020.

27, 2020, the Company agreed to amend the agreement to extend the due date on the agreement to extend the due date from August

31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds are received.

As per the provision

outlined in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide

the Chairman with warrants for 679,400 shares of common stock at an exercise price of $0.05 per share.

The warrants have a 5-year

exercise window from the date of the extension agreement.

As of December 31, 2020, the agreement allowed for borrowings of up

to $4,600,000.

During the nine months ended December 31, 2020 the Company borrowed $256,800 in cash, and another $7,000 of expense

paid on behalf of the Company, totaling and additional $263,800 in principal borrowed under this agreement.

During the nine months

ending December 31, 2020, the company repaid $2,500 in principal on this agreement.

As discussed in Note 4, effective April 3,

a provision to the lending agreement provides the related party lender with common stock warrants upon the lenders extension of

a maturity due date or upon the loaning of additional monies.

Under this provision, additional warrants for 431,000 shares of

common stock were issued in conjunction with the $215,500 borrowed during the six months ended September 30, 2020, bringing the

total number of warrants issued to the related party lender to 931,000 as of September 30, 2020 (see Note 4 for further details

2020, a provision to the lending agreement provides the related party lender with common stock warrants upon the lenders extension

of a maturity due date or upon the loaning of additional monies.

Under this provision, additional warrants for 527,600 shares

of common stock were issued in conjunction with the $263,800 borrowed during the nine months ended December 31, 2020, bringing

the total number of warrants issued to the related party lender to 1,707,000 as of December 31, 2020 (see Note 4 for further details

on these warrants).

1 unchanged sentence

the Company’s NIBS, if any.

As of September 30, 2020, accrued interest on this note totaled $103,212.

of September 30, 2020 and March 31, 2020, the Company owed $859,508 and $829,508 in principal, respectively, under the

note payable and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors.

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

The principal and interest on the note are due August 31, 2021 or at

the immediate time when alternative financing or other proceeds are received.

Subsequent to September 30, 2020 the note and

the line of credit was extended from August 31, 2021 to November 30, 2022 (see Note 8 for detail on the due date extension).

The note payable and line of credit agreement incurs interest at 7.5% per annum and is collateralized by the Company’s NIBS,

During the six months ended September 30, 2020 the Company borrowed $30,000 of principal under this agreement and made

As of December 31, 2020, accrued interest on this note totaled $122,977.

of December 31, 2020 and March 31, 2020, the Company owed $859,508 and $829,508 in principal, respectively, under the note payable

and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors.

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

On October 1, 2020, the related party, note payable and line of credit agreement

was amended to extend the due date from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing

or other proceeds are received.

As per the provision outlined in Note 4, and in conjunction with the extension of the due date

of the agreement, the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at

an exercise price of $0.05 per share.

The warrants have a 5-year exercise window from the date of the extension agreement.

note payable and line of credit agreement incurs interest at 7.5% per annum and is collateralized by the Company’s NIBS,

During the nine months ended December 31, 2020 the Company borrowed $30,000 of principal under this agreement and made

no repayments.

As of September 30, 2020, accrued interest on this agreement totaled $189,022.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of December 31, 2020, accrued interest on this agreement totaled $209,030.

CONVERTIBLE DEBENTURE AGREEMENT

10 unchanged sentences

later extended, through a series of extensions, to December 1, 2020.

On July 13, 2020, the Company agreed to amend the

convertible debenture agreement to extend the due date and conversion rights from December 1, 2020 to November 30, 2021.

September 30, 2020 and March 31, 2020, the Company owed $0 under the agreement, excluding accrued interest.

The associated interest

of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2020 and March 31, 2020.

On July 13, 2020, the Company agreed to amend the convertible

debenture agreement to extend the due date and conversion rights from December 1, 2020 to November 30, 2021.

As of December 31,

2020 and March 31, 2020, the Company owed $0 under the agreement, excluding accrued interest.

The associated interest of $124,225

is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2020 and March 31, 2020.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

April 20, 2020, the Company received funding under a Paycheck Protection Program (“PPP”) loan (the “PPP Loan”)

from CCBank (the “Lender”).

The principal amount of the PPP Loan is $26,458.

The principal amount of the PPP Loan was $26,458.

The PPP was established under the Coronavirus

11 unchanged sentences

adverse effects.

The PPP Loan may be partially or fully forgiven if the Company complies with the provisions of the CARES Act,

The PPP Loan could be partially or fully forgiven if the Company complied with the provisions of the CARES Act,

including the use of PPP Loan proceeds for payroll costs, rent, utilities and other expenses, provided that such amounts are incurred

during a 24-week period that commenced on April 20, 2020, and at least 60% of any forgiven amount has been used for covered payroll

during a 24-week period that commenced on April 20, 2020, and at least 60% of any forgiven amount had been used for covered payroll

costs as defined by the CARES Act.

Any forgiveness of the PPP Loan will be subject to approval by the SBA and the Lender and will

require the Company to apply for such treatment in the future.

SUBSEQUENT EVENTS

to September 30, 2020, the following events transpired:

October 1, 2020, the related party, note payable and line of credit agreement with Radiant Life, LLC, an entity partially owned

by the Chairman of the Board of Directors (see Note 5) was amended to include a formal provision that provides the related party

lender with common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional monies.

The number of warrants issued will be 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).

In addition, the number of warrants to be issued upon the loaning of additional monies is 2 warrants

for each dollar loaned.

In this amendment,

the due date was extended from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other

proceeds are received.

As per the provision outlined above, and in conjunction with the extension of the due date of the agreement,

the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at an exercise price

of $0.05 per share.

The warrants have a 5-year exercise window from the date of the extension agreement.

October 27, 2020, the Company agreed to amend the agreement to extend the due date on the note payable and line of credit agreement

with the Chairman of the Board of Directors and a stockholder (see Note 5).

The due date was extended from August 31, 2021 to

November 30, 2022 or at the immediate time when alternative financing or other proceeds are received.

As per the provision outlined

in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide the Chairman

with warrants for 679,400 shares of common stock at an exercise price of $0.05 per share.

The warrants have a 5-year exercise

window from the date of the extension agreement.

to September 30, 2020, the Company has borrowed an additional $48,300 on

the Notes Payable, Related Party and issued an additional 96,600 warrants in conjunction with this borrowed amount, bringing the

total warrants issued subsequent to September 30, 2020 to 776,000.

November 10, 2020, the Company issued a private placement memorandum offering to raise up to $1,000,000 through the issuance of

restricted shares of the Company’s common stock (par value $0.001) to qualified investors.

The Company has received subscription

agreements for 500,000 common shares at a purchase price of $1 per share, with total proceeds to the Company of $500,000.

December 9, 2020, the Company received notice that the full PPP Loan amount of $26,458 had been forgiven.

As such, the Company

recorded $26,458 of Gain on Extinguishment of Debt on its Statement of Operations for the three and nine months ended December

Management’s Discussions and Analysis of Financial Condition and Results of Operations.

discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and

capital resources at and during the six months ended September 30, 2020 and 2019.

capital resources at and during the nine months ended December 31, 2020 and 2019.

For a complete understanding, this Management’s

140 unchanged sentences

of Operations

Ended September 30, 2020, Compared with Three-Months Ended September 30, 2019

to the Company not holding NIBs, no interest income was recorded for the three months ended September 30, 2020 or 2019.

Ended December 31, 2020, Compared with Three-Months Ended December 31, 2019

to the Company not holding NIBs, no interest income was recorded for the three months ended December 31, 2020 or 2019.

& Administrative Expenses

and administrative expenses totaled $235,918 and $328,855 during the three months ended September 30, 2020, and 2019, respectively.

and administrative expenses totaled $277,298 and $282,363 during the three months ended December 31, 2020, and 2019, respectively.

A significant portion of these expenses were professional fees and payroll costs.

Reduced operational needs from the three months

ended September 30, 2019 to September 30, 2020 resulted in decreases in each of the areas previously mentioned.

Income and Expenses

the three months ended September 30, 2020 and 2019, other expenses related to pursuing potential financing alternatives were $40,730

the three months ended December 31, 2020, we received notice that the full PPP Loan amount of $26,458 had been forgiven.

the Company recorded $26,458 of Gain on Extinguishment of Debt.

the three months ended December 31, 2020 and 2019, other expenses related to pursuing potential financing alternatives were $170,000

and $4,500, respectively.

The increased expenses are due to additional costs incurred as progress advances toward additional

the three months ended September 30, 2020, and 2019, interest expense accrued in the amount of $55,945 and $43,570, respectively.

The increased interest expense was due to higher principal balances during the three months ended September 30, 2020.

the three months ended September 30, 2020, the Company recorded a net loss before income taxes of $332,593 and had no income tax

expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

Ended September 30, 2020, Compared with Six-Months Ended September 30, 2019

to the Company not holding NIBs, no interest income was recorded for the six months ended September 30, 2020 or 2019.

The increased expenses are due to additional costs incurred as progress advances toward additional financing.

the three months ended December 31, 2020, and 2019, interest expense accrued in the amount of $58,720 and $45,044, respectively.

The increased interest expense was due to higher principal balances during the three months ended December 31, 2020.

the three months ended December 31, 2020 and 2019, the Company recorded a net loss before income taxes of $479,560 and $331,907,

respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

Ended December 31, 2020, Compared with Nine-Months Ended December 31, 2019

to the Company not holding NIBs, no interest income was recorded for the nine months ended December 31, 2020 or 2019.

& Administrative Expenses

and administrative expenses totaled $360,259 and $611,833 during the six months ended September 30, 2020, and 2019, respectively.

and administrative expenses totaled $637,557 and $894,196 during the nine months ended December 31, 2020, and 2019, respectively.

A significant portion of these expenses were professional fees and payroll costs.

Reduced operational needs from the six months

ended September 30, 2019 to September 30, 2020 resulted in decreases in each of the areas previously mentioned.

Reduced operational needs from the nine months

ended December 31, 2019 to December 31, 2020 resulted in decreases in each of the areas previously mentioned.

Income and Expenses

the six months ended September 30, 2020 and 2019, other expenses related to pursuing potential financing alternatives were $115,230

the nine months ended December 31, 2020, we received notice that the full PPP Loan amount of $26,458 had been forgiven.

the Company recorded $26,458 of Gain on Extinguishment of Debt.

the nine months ended December 31, 2020 and 2019, other expenses related to pursuing potential financing alternatives were $285,230

and $87,000, respectively.

The increased expenses are due to additional costs incurred as progress advances toward additional

the six months ended September 30, 2020, and 2019, interest expense accrued in the amount of $108,190 and $80,441, respectively.

The increased interest expense was due to higher principal balances during the six months ended September 30, 2020.

the six months ended September 30, 2020, the Company recorded a net loss before income taxes of $583,679 and had no income tax

expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

the nine months ended December 31, 2020, and 2019, interest expense accrued in the amount of $166,910 and $125,485, respectively.

The increased interest expense was due to higher principal balances during the nine months ended December 31, 2020.

the nine months ended December 31, 2020 and 2019, the Company recorded a net loss before income taxes of $1,063,239 and $1,106,681,

respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

and Capital Resources

1 unchanged sentence

and notes payable from related parties and the issuance of convertible debentures.

As of September 30, 2020, we had $2,452 of

As of December 31, 2020, we had $186,803 of

cash, compared to $28,784 as of March 31, 2020.

As of September 30, 2020, the Company had access to draw an additional $4,859,992

As of December 31, 2020, the Company had access to draw an additional $4,814,192

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

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Outstanding Accounts Payable

as of September 30, 2020 totaled $623,195, and other accrued liabilities totaled $568,864.

as of December 31, 2020 totaled $675,512, and other accrued liabilities totaled $631,485.

We believe that our availability under

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payable and convertible debentures will be sufficient to fund our operating working capital requirements for at least the next

12 months, or through November 2021.

September 30, 2020, we owed $3,243,368, including accrued interest, for debt obligations.

12 months, or through February 2021.

December 31, 2020, we owed $3,321,313, including accrued interest, for debt obligations.

We owed $2,741,808 in principal pursuant

to notes payable and lines-of-credits from related parties and had fully paid off the principal owing on the 8% Convertible Debenture.

As of September 30, 2020, one note payable and line-of-credit had a principal balance of $859,508 and is currently extended through

As of December 31, 2020, one note payable and line-of-credit had a principal balance of $859,508 and is currently extended through

November 30, 2022, or when the Company completes a successful equity raise, at which time principal and interest is due in full.

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through November 30, 2022.

At September 30, 2020, unsecured promissory notes had principal balances totaling $826,000 and are

due November 30, 2021.

The convertible debenture agreement, which has no principal balance due as of September 30, 2020 is open

At December 31, 2020, unsecured promissory notes had principal balances totaling $826,000 and are due

November 30, 2021.

The convertible debenture agreement, which has no principal balance due as of December 31, 2020 is open

through November 30, 2021.

As of November 16, 2020, there was $4,811,691 available under the lines-of-credit we currently have

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

During the six months ended September

30, 2020, we received $26,458 funding under a Paycheck Protection Program loan which is currently due April 20, 2022, but is subject

to partial or full forgiveness if we comply with the provisions of the CARES Act (see Note 7 of the Notes to the Condensed Consolidated

Financial Statements for more detail).

As of the date of this filing, there was $4,814,192 available under the lines-of-credit

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

During the nine

months ended December 31, 2020, we received $26,458 funding under a Paycheck Protection Program loan which was subsequently fully

forgiven on December 9, 2020 (see Note 7 of the Notes to the Condensed Consolidated Financial Statements for more detail).

Accounting Policies and Estimates

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

What changed 10-Q

Item 1. Financial Statements