What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-02-14 · 219 added, 349 removed, 199 unchanged (74% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

December 31, 2021

March 31,2022

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

41,348,441 and 40,108,441 shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively

41,408,441 shares issued and outstanding as of June 30, and March 31, 2022

Additional paid-in capital

10 unchanged sentences

Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

Three Months Ended June 30,

Income from Investments

2 unchanged sentences

Other Income (Expense)

Gain on extinguishment of debt

Gain on settlement of liabilities

1 unchanged sentence

Financing expense

Total Other Expense

Total Other Income (Expense)

Loss Before Income Taxes

( 1,063,239 )

Income Tax Provision (Benefit)

1 unchanged sentence

$ ( 101,215 )

$ ( 586,391 )

$ ( 1,063,239 )

Loss per share - basic and diluted

4 unchanged sentences

Consolidated Statements of Stockholders’ Deficit

the Three and Nine Months Ended December 31, 2021 and 2020

Stockholders’

the Three Months Ended June 30, 2022 and 2021

Total Stockholders’

Balance, March 31, 2022

1 unchanged sentence

$ ( 5,026,867 )

Common stock issued for consulting services

Common stock issued for consulting services, shares

Common stock issued for director compensation

Stock-based compensation - director shares

Common stock issued for cash

Common stock issued for cash, shares

Common stock and warrants issued for cash

Common stock and warrants issued for cash, shares

Balance, June 30, 2022

1 unchanged sentence

( 5,328,463 )

Stock-based compensation - director shares

Balance, September 30, 2021

( 29,840,669 )

( 4,998,002 )

Common stock and warrants issued for cash

Balance, December 31, 2021

$ ( 30,071,200 )

$ ( 5,028,533 )

Balance, March 31, 2021

1 unchanged sentence

( 4,716,062 )

Balance, June 30, 2020

( 28,206,328 )

( 3,977,275 )

Balance, September 30, 2020

( 28,538,921 )

( 4,309,868 )

Common stock issued for consulting services

Common stock issued for director compensation

Common stock issued for cash

Balance, December 31, 2020

Balance, June 30, 2021

$ ( 29,586,024 )

3 unchanged sentences

AND SUBSIDIARY

Statements of Cash Flows

Nine Months Ended December 31,

Consolidated Statements of Cash Flows

Three Months Ended June 30,

Operating Activities

3 unchanged sentences

Share based compensation - common stock

Expense paid on behalf of Company by director

Gain on settlement of liabilities

Gain on extinguishment of debt

Changes in operating assets and liabilities

5 unchanged sentences

Proceeds from issuance of notes payable, related party

Proceeds from issuance of Notes payable

Common Stock Issued for Cash

Proceeds from Paycheck Protection Program loan

Net Cash provided by Financing Activities

6 unchanged sentences

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”)

regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the Company.

information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or

omitted pursuant to such rules and regulations.

As such, these unaudited condensed consolidated financial statements should be read in

conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for

the fiscal year ended March 31, 2021, which was filed with the SEC on June 29, 2021.

The results from operations for the three-month

period ended December 31, 2021, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31,

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted

accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange

Commission (“SEC”) regarding interim financial reporting and reflect the financial position, results of operations and

cash flows of the Company.

Certain information and note disclosures normally included in the financial statements prepared in

accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

As such, these unaudited condensed

consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes

included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, which was filed with the SEC on

June 29, 2022.

The results from operations for the three-month period ended June 30, 2022, are not necessarily indicative of the

results that may be expected for the fiscal year ended March 31, 2023.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present

fairly the financial position, results of operations, stockholders' equity, and cash flows at June 30, 2022 and for all periods presented

herein have been made.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

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professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

recently 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

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)

1 unchanged sentence

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.

In its 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.

the quarter ended June 30, 2021, the Company and US Capital Global Securities LLC, an affiliate of US Capital Global, entered into an

arrangement wherein the Company is the lead advisor and lead originator of tailored life insurance portfolios to be used in a life insurance-linked

bond offering (“bond offering”) of between $ 250 million to $ 500 million.

US Capital Global Securities LLC is the lead placement

agent and is marketing the bond offering on behalf of the issuer on a best-efforts basis to qualified investors.

The Company has worked

with Egan Jones rating agency to obtain a minimum of BBB plus to an A minus rating on the bond offering.

This initial rating is based

upon a sample portfolio of life settlement assets similar to those expected to be utilized in the bond offering.

Once a percentage of

the bond offering is in escrow, then the actual life settlement portfolios will be purchased and held until the bond offering closes.

Once the final group of assets are assembled, then a final rating will be obtained.

The Company has engaged a licensed asset manager,

whose projected returns will be approved by the rating agency.

Important for the success of the bond is the treatment of the various

cash accounts that will support the bond.

The two primary accounts will be the Investment account and the Cash Reserve account.

accounts will represent approximately 40 % of the total cash raised from the bond offering.

The Investment and Cash Reserve accounts are

projected to produce sufficient annual returns to support the cost associated to maintain the bonds.

A nationally recognized trust manager

has been engaged to insure all the workings of the bond are handled properly and timely.

An actuarial company has also been engaged to

provide the modeling needed for the rating agency, asset manager and bond issuer.

For services provided, the Company will receive a fee

upon the closing on the bond offering and will also hold a residual monetary right to cash flows from the life settlement assets once

the bond is retired.

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.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

us to make an initial $ 100,000 payment and up to an additional $ 400,000 in the future (which will be financed by the Consultant via a

promissory note).

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

the agreement requires us to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices

between $ 1.00 to $ 2.50 per share) contingent upon the Consultant and us successfully reaching certain 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.

The proceeds will be used to purchase Life Settlements for which we will

be an advisor.

As of June 29, 2022 none of the milestones related to the potential issuance of equity have been met.

Accounting Policies

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Potentially dilutive securities are not included in the

calculation of diluted net loss per share for the three and nine months ended December 31, 2021 and 2020, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of December 31, 2021 and 2020 are comprised of warrants convertible into 4,958,754 and

calculation of diluted net loss per share for the three months ended June 30, 2022 and 2021, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2022 and 2021 are comprised of warrants convertible into 7,250,241 and 4,488,754

shares of common stock, respectively.

Accounting Pronouncements

During the Three Months Ended June 30, 2022

May 2021, the FASB issued ASU 2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified

Written Call Options.

This ASU clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified

written call options (for example, warrants) that remain equity classified after modification or exchange.

Specifically, it provides

a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity

or an expense.

The amendment is effective for fiscal years beginning after December 15, 2021, and interim periods therein.

adopted the new guidance as of April 1, 2022, and used the framework to record modification to the exercise price of equity classified

warrants during the three months ended June 30, 2022.

Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on

5 unchanged sentences

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

As of December 31, 2021, the Company had $ 53,393

of cash assets, compared to $ 21,179

as of March 31, 2021.

As of December 31, 2021,

the Company had access to draw an additional $ 4,704,192

on the notes payable, related party (see

Note 6) and $ 2,700,000

on the Convertible Debenture Agreement (See Note

For the nine months ended December 31, 2021, the Company’s average monthly operating expenses were approximately $ 50,000 ,

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

accounting expenses.

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

and as a result, financing expenses of $ 10,200

were incurred during the three months ended December

As management continues to explore additional financing alternatives, beginning January 1, 2022 the Company is

expected to spend up to an additional $ 400,000

on these efforts.

Outstanding Accounts Payable

as of December 31, 2021 totaled $ 557,222 .

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

February 2023.

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 of June 30, 2022, the Company had $ 66,986 of cash

assets, compared to $ 267,966 as of March 31, 2022.

As of June 30, 2022, the Company had access to draw an additional $ 4,604,192 on the

notes payable, related party (see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 7).

For the three months ended

June 30, 2022, the Company’s average monthly operating expenses were approximately $ 71,000 , which includes salaries of our employees,

consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses.

In addition to the monthly

operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, financing expenses

of $ 13,500 and $ 77,561 were incurred during the three months ended June 30, 2022 and 2021, respectively.

As management continues to explore

additional financing alternatives, beginning July 1, 2022 the Company is expected to spend up to an additional $ 400,000 on these efforts.

Outstanding Accounts Payable as of June 30, 2022 totaled $ 584,960 .

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, or through August 2023.

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

As mentioned above, the Company also continues to evaluate other debt and equity financing opportunities.

outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States

and several European countries.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United

States and several European countries.

On March 11, 2020, the World Health Organization declared the outbreak a pandemic.

The COVID-19 pandemic

is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which

the Company relies.

While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess

or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital,

which could negatively impact the Company’s short-term and long-term liquidity.

The ultimate impact of the COVID-19 pandemic is

highly uncertain and subject to change.

pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties

on which the Company relies.

While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult

to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access

capital, which could negatively impact the Company’s short-term and long-term liquidity.

The ultimate impact of the COVID-19 pandemic

is highly uncertain and subject to change.

The Company does not yet know the full extent of potential delays or impacts on its business,

20 unchanged sentences

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

the nine months ended December 31, 2021 and 2020.

the three months ended June 30, 2022 and 2021.

Financial Instruments

3 unchanged sentences

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

STOCKHOLDERS’ EQUITY

May 4, 2021, the Company issued 1,200,000 shares of the Company’s common stock to members of the Board of Directors in lieu of

director 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 granted.

Using a fair value stock price of $ 0.062 per share, the transaction resulted in a compensation expense

of $ 73,920 , of which $ 55,440 was partially recognized during the three months ended June 30, 2021, and the remainder was recognized during

the three months ending September 30, 2021.

October 29, 2021, the Company issued a private placement memorandum offering to raise up to $ 500,000

through the issuance of restricted shares of

the Company’s common stock (par value $ 0.001 )

to qualified investors.

On November 5, 2021, the Company received a subscription agreement from an investor, for 40,000

common shares at a purchase price of $ 5

per share, including 200,000

warrants exercisable at $ 5

per share, vested immediately upon issuance,

year expiration .

Proceeds to the Company totaled $ 200,000 .

December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price

to the Company of $ 0.05 per share.

The Company has cancelled the acquired shares, which decreased the outstanding common shares on the

books of the Company.

The total number of common shares canceled/retired was 8,000,000 .

6,000,000 of the 8,000,000 shares were owned

by a related party to the Company.

The total liability related to the repurchase of these shares is $ 400,000 , with repayment

to the related party stockholders contingent on a major financing event.

$ 300,000 of the $ 400,000 liability is to a related party.

to Purchase Common Stock

following table summarizes the changes in warrants outstanding of the Company during the nine months ended December 31, 2021:

SCHEDULE OF WARRANT OUTSTANDING

Number of Warrants

Weighted Average Exercise Price ($)

Outstanding at March 31, 2021

Outstanding at December 31, 2021

the fiscal year ended March 31, 2021, the Company’s related party lenders consisting of:

the Chairman of the Board of Directors

and a stockholder, Radiant Life, LLC and Mr.

Dickman, the holder of the related party unsecured promissory notes, all amended their agreements

to 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.

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.

All warrants issued under these terms vested immediately upon

issuance, have an exercise price of $ 0.05

years from the date of issuance.

the nine months ended December 31, 2021, the Company issued 200,000 warrants to Radiant Life, LLC and 20,000 warrants to the Chairman

of the Board of Directors and a stockholder in conjunction with monies borrowed during the period (see Note 6) per the terms outlined

April 6, 2021, the Company borrowed $ 300,000

under an unsecured

promissory note with Satco International, Ltd.

(see Note 5).

In conjunction with this note, the Company issued a warrant for 1,000,000

shares of common stock, vested immediately

upon issuance, exercisable at $ 1.00

per share and expiring in 3

years from the date of the promissory note.

value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant.

used in this calculation included a fair value of $ 0.062

per share, a risk-free rate of 0.35 %,

volatility of 50.3 %

and a dividend rate of 0 %.

July 29, 2021, the Company borrowed an additional $ 50,000

from Radiant Life, LLC, a related party.

In conjunction

with this specific loan event, a one-time agreement specifies that the associated warrants issued totaled 50,000 ,

vested immediately upon issuance, have an exercise price of $ 2.00 ,

and expire in 5

November 5, 2021, the Company issued 40,000 common shares of its common stock to an investor at a purchase price of $ 5 per share, including

200,000 warrants exercisable at $ 5 per share, vested immediately upon issuance, with a five year expiration.

Proceeds to the Company

totaled $ 200,000 .

following table summarizes the warrants issued and outstanding as of December 31, 2021:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised ($)

estimated fair value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant.

The average remaining outstanding life of the warrants as of December 31, 2021, was 3.28

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.

Company’s related party lenders consist of:

the Chairman of the Board of Directors and a stockholder, Radiant Life, LLC and Mr.

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 equal to the fair value of the Company’s

common stock on the date of grant, and expire 5 years from the date of issuance.

June 20, 2022, the Company amended the agreements with the related party lenders to adjust the exercise price of the warrants issued

in conjunction with extensions of due dates and new monies lent on the outstanding notes payable, related parties from January

5, 2022 to February 5, 2022 .

The original agreements stated that the exercise price of the warrants issued was $ 0.05 .

The amended agreements adjust the exercise price from $ 0.05

which is the estimated fair market value of the common stock on the grant dates of the warrants.

The original agreements

inadvertently stated an exercise price of $ 0.05 ,

when the Company had intended to grant warrants with an exercise price of $ 1.05 .

This modification was evaluated and it was determined that the increase in exercise price resulted in a decrease

in the fair value of the warrants issued from January 5, 2022 to February 5, 2022, and therefore no additional warrant expense was required.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

following table summarizes the warrants issued and outstanding as of June 30, 2022:

OF WARRANTS ISSUED AND OUTSTANDING

Weighted Average

Remaining Contractual

Proceeds to Company

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.

NOTES PAYABLE

April 6, 2021, the Company borrowed $ 300,000

under an unsecured

promissory note with Satco International, Ltd.

This promissory note bears interest at a rate of 8 %

annually and was due January

Subsequent to December 31, 2021, the

unsecured promissory note with Satco International, Ltd.

was amended to extend the due date from

6, 2022 to April 6, 2022 ,

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

This note is separate from the 8 %

convertible debenture agreement that the Company has in place with Satco International, Ltd.

April 6, 2021, the Company borrowed $ 300,000 under an unsecured promissory note with Satco International, Ltd.

This promissory note bears

interest at a rate of 8 % annually and was due July 6, 2022 .

In conjunction with this note, the Company issued warrants for 1,000,000

shares of common stock, exercisable at $ 1.00 per share and expiring in 3 years from the date of the promissory note.

On August 3, 2022,

the unsecured promissory note with Satco International, Ltd.

was amended to extend the due date from July 6, 2022 to September 6, 2022 ,

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.

(see note 7).

In conjunction with

this note, the Company issued warrants for 1,000,000

shares of common stock, exercisable at $ 1.00

per share and expiring in 3

years from the date of the promissory note.

of December 31, 2021, accrued interest on the note totaled $ 17,688 .

As of June 30, 2022 accrued interest on the note totaled $ 29,589 .

NOTES PAYABLE, RELATED PARTY

of December 31, 2021, and March 31, 2021, the Company had borrowed $ 2,901,808

and $ 2,741,808

excluding accrued interest, respectively, from

related parties.

The interest associated with the Notes Payable, Related Party of $ 700,960

and $ 513,665

is recorded on the balance sheet as an Accrued

Expense obligation at December 31, 2021 and March 31, 2021, respectively.

of both June 30, 2022, and March 31, 2022, the Company had borrowed $ 3,001,808 , excluding accrued interest, from related parties.

interest associated with the Notes Payable, Related Party of $ 835,513 and $ 767,358 is recorded on the balance sheet as an Accrued Expense

obligation at June 30, 2022 and March 31, 2021, respectively.

Party Promissory Notes

of both December 31, 2021 and March 31, 2021, the Company owed $ 826,000

under the unsecured promissory notes from Mr.

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

The promissory notes bear interest at a rate of 8 %

notes were due on November 30, 2021, and subsequent to December 31, 2021 was extended to October 31, 2022, or at the immediate

time when alternative financing or other proceeds are received.

the nine months ended December 31, 2021, the Company neither borrowed any additional funds under this agreement nor made any principal

As of December 31, 2021, accrued interest on the notes totaled $ 202,326 .

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

of both June 30, 2022 and March 31, 2022, the Company owed $ 826,000 under the unsecured promissory notes from Mr.

The promissory

notes bear interest at a rate of 8 % annually.

The notes are due October 31, 2022 , or at the immediate time when alternative financing

or other proceeds are received.

During the three months ended June 30, 2022, the Company neither borrowed any additional funds under

this agreement nor made any principal repayments.

As of June 30, 2022, accrued interest on the notes totaled $ 243,936 .

In the event the

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

This agreement was in conjunction

with the Company borrowing $ 50,000 of Notes Payable, Related Party on the date of the agreement, and is not part of the existing note

payable and lines of credit 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, 2022 .

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 $ 2.00 , and expire in 5 years (see Note 4).

As of December 31, 2021, accrued interest

on the note totaled $ 1,033 .

with the Company borrowing $ 50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit

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,

Subsequent to June 30, 2022, the unsecured promissory note with Radiant Life, LLC.

was amended to extend the due date from July

29, 2022 to July 29, 2023 , or at the immediate time when alternative financing or other proceeds are received.

As of June 30, 2022,

accrued interest on the note totaled $ 3,821 .

Party Note Payable and Line of Credit Agreements

of December 31, 2021 and March 31, 2021 , the Company owed $ 1,066,300 and $ 1,056,300 , exclusive

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

The note was due November 30, 2022.

Subsequent to December 31, 2021, the agreement was amended to extend the due date from November 30,

2022 to November 30, 2023, or at the immediate time when alternative financing or other proceeds are received.

As of December

of both June 30, 2020 and March 31, 2021 , the Company owed $ 1,066,300 , exclusive of accrued

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

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

30, 2022 , the agreement allowed for borrowings of up to $ 4,600,000 .

During the nine months ended December 31, 2021, the Company

borrowed an additional $ 10,000 under the agreement and did not make any principal repayments.

The note payable and line of credit agreement

incurs interest at 7.5 % per annum and are collateralized by the Company’s NIBS, if any.

As of December

During the three months ended June 30, 2022, the Company neither

borrowed any additional funds under this agreement nor made any principal repayments.

The note payable and line of credit agreement incurs

interest at 7.5 % per annum and are collateralized by the Company’s NIBS, if any.

30, 2022 , accrued interest on this note totaled $ 242,119 .

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

During the nine months ended December 31, 2021, the Company issued 20,000 warrants for $ 10,000 borrowed during the period.

total number of warrants issued to the related party lender was 1,727,000 as of December 31, 2021

(see Note 5 for further details on these warrants).

These warrants have an exercise price of $ 0.05 per share and have a 5 -year

exercise window from the respective dates of issuance.

of December 31, 2021 and March 31, 2021, the Company owed $ 959,508 and $ 859,508 in principle, 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 were due November 30, 2022.

Subsequent to December

31, 2021, the agreement was amended to extend the due date from November 30, 2022 to November 30, 2023, 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

and is collateralized by the Company’s NIBS, if any.

During the nine months ended December 31, 2021, the Company borrowed an additional

$ 100,000 under the agreement and did not make any principal repayments.

As of December 31, 2021, accrued interest on this agreement totaled

As discussed in Note 5, 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 the existing agreement, 200,000 warrants

were issued for $ 100,000 borrowed during the nine months ended December 31, 2021.

These warrants have an exercise price of $ 0.05 per

share and have a 5 -year exercise window from the respective dates of issuance.

total number of warrants issued to the related party lender, including the warrants issued in conjunction with the one-time lending event,

was 829,754 as of December 31, 2021 (see Note 5 for further details on these warrants).

No new warrants were issued during the three months ended June 30, 2022.

The total number of warrants issued to the related party

lender was 2,380,150 as of June 30, 2022 (see Note 4 for further details on these warrants).

of June 30, 2022 and March 31, 2021, the Company owed $ 1,059,508 in principle 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 November 30, 2023 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 and is collateralized by the Company’s

NIBS, if any.

During the three months ended June 30, 2022 the Company neither borrowed nor repaid any principal under this agreement.

As of June 30, 2022, accrued interest on this agreement totaled $ 345,637 .

As discussed in Note 4, 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.

No new warrants were issued during the three months ended June 30, 2022.

The total number of warrants issued to the

related party lender was 1,679,508 as of June 30, 2022 (see Note 4 for further details on

these warrants).

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 July

On August 9, 2021, the note was amended to extend the due date from July 5, 2021

to November 30, 2021 , 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

of December 31, 2021 and March 31, 2021, 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, 2021 and March 31, 2021.

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

As of June 30, 2022 and March 31, 2021, 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 June 30, 2022 and March 31, 2021.

SUBSEQUENT EVENTS

to December 31, 2021, the following events transpired:

Company borrowed an additional $ 100,000

under the note payable and lines of credit

agreement with Radiant Life, LLC and, in conjunction,

issued 200,000

On 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

The $ 400,000 obligation is contingent upon the Consultant and the Company successfully reaching certain milestones.

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

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

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

The proceeds will be used to purchase Life

Settlements for which the Company will be an advisor.

On February 2, 2021 the unsecured

promissory note with Satco International, Ltd.

(see Note 5) was amended to extend the due date from January 6, 2022 to April 6, 2022,

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.

February 7, 2022, 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 extend

the due date from November 30, 2022 to November 30, 2023, 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 Radiant Life, LLC with warrants

shares of common stock vested immediately

upon issuance, with an exercise price of $ 0.05

per share and a 5 -year

exercise window from the date of the extension

February 7, 2022, the related party note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder

(see Note 5) was amended to extend

the due date from November 30, 2022 to November 30, 2023 ,

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 of the Board of Directors and a

stockholder, with warrants for 653,150

shares of common stock, vested immediately

upon issuance, with an exercise price of $ 0.05

per share and a 5 -year

exercise window from the date of the extension agreement.

On February 8, 2022, the Company

agreed to amend the 8% convertible debenture agreement with Satco International, Ltd.

(see Note 7) to extend the due date and conversion

rights from November 30, 2022 to November 30, 2023 .

February 10, 2022, the unsecured promissory notes from Mr.

Dickman, a stockholder and member of the Board of

Directors (see Note 5) were amended to extend

the due date from November 30, 2022 to October 31, 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 promissory notes, the Company also agreed to

Dickman with warrants for 488,583 shares

of common stock, vested immediately upon issuance, with an exercise price of $ 0.05 per

share and a 5 -year

exercise window from the date of the extension agreement.

to June 30, 2022, the following events transpired:

August 3, 2022, the unsecured promissory note with Satco International, Ltd.

(See note 5) was amended to extend the due date from July

6, 2022 to September 6, 2022 , 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.

August 3, 2022, the unsecured promissory note with Radiant Life, LLC (see note 6) was amended to

extend the due date from July 29, 2022 to July 29, 2023 , or at the immediate time when alternative financing or other proceeds

are received.

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