What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 184 added, 140 removed, 278 unchanged (54% of the section changed)

Financial Statements (Unaudited)

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Balance Sheets

March 31,2022

Condensed Consolidated Balance Sheets

September 30,

Current Assets

19 unchanged sentences

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

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

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

Additional paid-in capital

7 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 June 30,

Condensed Consolidated Statements of Operations

Three Months Ended

September 30,

Six Months Ended

September 30,

Income from Investments

10 unchanged sentences

$ ( 254,645 )

$ ( 552,537 )

$ ( 355,860 )

Loss per share - basic and diluted

1 unchanged sentence

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

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Statements of Stockholders’ Deficit

the Three Months Ended June 30, 2022 and 2021

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended September 30, 2022 and 2021

Total Stockholders’

5 unchanged sentences

( 5,328,463 )

Balance, September 30, 2022

( 32,802,431 )

( 5,579,404 )

Balance, March 31, 2021

5 unchanged sentences

$ ( 4,761,837 )

Stock-based compensation - director shares

Balance, September 30, 2021

( 29,840,669 )

( 4,998,002 )

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

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Statements of Cash Flows

Three Months Ended June 30,

Condensed Consolidated Statements of Cash Flows

Six Months Ended September 30,

Operating Activities

11 unchanged sentences

Proceeds from issuance of notes payable, related party

Proceeds from issuance of notes payable

Net Cash provided by Financing Activities

6 unchanged sentences

accompanying notes are an integral part of these Condensed Consolidated financial statements.

STRATEGIES, INC.

Assurance is provided on these financial statements

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

10 unchanged sentences

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.

The results from operations for the three and six-month periods ended September 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

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

40 unchanged sentences

of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

9 unchanged sentences

be an advisor.

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

As of September 30, 2022 none of the milestones related to the potential issuance of equity have been met.

Accounting Policies

11 unchanged sentences

Potentially dilutive securities are not included in the

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

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

Potentially dilutive securities outstanding as of September 30, 2022 and 2021 are comprised of warrants convertible into 7,250,241 and

4,758,754 shares of common stock, respectively.

Accounting Pronouncements

During the Three Months Ended June 30, 2022

During the Six Months Ended September 30, 2022

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

7 unchanged sentences

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.

warrants during the six months ended September 30, 2022.

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

2 unchanged sentences

will have a significant effect on its financial statements.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

LIQUIDITY REQUIREMENTS

1 unchanged sentence

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

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 .

As of September 30, 2022, the Company had $ 498 of

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

As of September 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 six months

ended September 30, 2022, the Company’s average monthly operating expenses were approximately $ 62,500 , which includes salaries

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

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 were incurred during the three months ended September 30, 2022.

As management continues to explore additional

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

Accounts Payable as of September 30, 2022 totaled $ 665,270 .

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.

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.

requirements for at least the next 12 months, or through November 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 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.

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

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 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.

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

17 unchanged sentences

for which the determination of fair value requires significant management judgment or estimation.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that

1 unchanged sentence

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

the three months ended June 30, 2022 and 2021.

the six months ended September 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

6 unchanged sentences

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.

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.

16 unchanged sentences

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 .

The amended agreements

adjust the exercise price from $ 0.05 to $ 1.05 , which is the estimated fair market value of the common stock on the grant dates of the

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.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

OF WARRANTS ISSUED AND OUTSTANDING

Weighted Average

Remaining Contractual

Proceeds to Company

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised

shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the

3 unchanged sentences

This promissory note bears

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

interest at a rate of 8 % annually and was due September 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,

On October 19, 2022,

the unsecured promissory note with Satco International, Ltd.

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

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

2023 , 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.

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).

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

As of September 30, 2022 accrued interest on the note totaled

NOTES PAYABLE, RELATED PARTY

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.

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

The interest associated with the Notes Payable, Related Party of $ 905,371 and $ 767,358 is recorded on the balance sheet as an Accrued

Expense obligation at September 30, 2022 and March 31, 2021, respectively.

Party Promissory Notes

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

of both September 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

The notes are due July 31, 2023 , 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

During the six months ended September 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)

As of September 30, 2022, accrued interest on the notes totaled $ 265,727 .

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

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 six months ended September

The total number of warrants issued to the related party lender was 1,690,583 as of September 30 ,

2022 (see Note 4 for further details on these warrants).

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, 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 .

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 that is outlined below in this Note 6.

The $ 50,000 promissory

note bears interest at a rate of 8 % annually and was due on July 29, 2022 .

On August 3, 2022, the promissory note 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 September 30, 2022, accrued interest on the note totaled $ 4,917 .

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

Party Note Payable and Line of Credit Agreements

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.

of both September 30, 2022 and March 31, 2022 , 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.

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

As of September

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

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.

During the six months ended September 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.

As of September

30, 2022 , accrued interest on this note totaled $ 262,276 .

1 unchanged sentence

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

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.

No new warrants were issued during the six months ended September 30, 2022.

The total number of warrants issued to the related

party lender was 2,380,150 as of September 30 , 2022 (see Note 4 for further details on these

of September 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.

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

$ 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).

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 six months ended September 30,

2022 the Company neither borrowed nor repaid any principal under this agreement.

As of September 30, 2022, accrued interest on this agreement

totaled $ 372,450 .

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 six

months ended September 30, 2022.

The total number of warrants issued to the related party lender was 1,679,508 as of September

30, 2022 (see Note 4 for further details on these warrants).

CONVERTIBLE DEBENTURE AGREEMENT

7 unchanged sentences

than $ 1.00 per share.

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.

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

On August 9, 2022, the note was amended to extend the due date from July 5, 2022

to November 30, 2023 , 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.

of September 30, 2022 and March 31, 2022, 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, 2022 and March 31, 2022.

SUBSEQUENT EVENTS

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.

to September 30, 2022, the following events transpired:

October 19, 2022, the unsecured promissory note with Satco International, Ltd.

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

to January 6, 2023 , 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.

October 4, 2022 and November 8, 2022, the Company borrowed an additional $ 72,000 under the note payable and lines of credit agreement

with the Chairman of the Board of Directors and a stockholder .

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 144,000

shares of common stock vested immediately upon issuance, with an exercise price of $ 1.05 per share and a 5-year exercise window from

the date of the extension agreement.

The warrants issued have no registration rights.

On November 11, 2022, the unsecured promissory notes from Mr.

Dickman were amended to extend the due date from

October 31, 2022 to July 31, 2023 , or at the immediate time when alternative financing or other proceeds are received.

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 Mr.

Dickman with warrants for 399,749 shares of common stock vested immediately upon issuance, with an exercise price of $ 1.05 per

share and a 5-year exercise window from the date of the extension agreement.

The warrants issued

have no registration rights.

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