What changed in this filing

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Item 1. Financial Statements

2023-02-14 compared with 2022-11-14 · 249 added, 180 removed, 282 unchanged (60% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current Assets

7 unchanged sentences

Notes payable

Current portion of notes payable, related parties

Current portion of notes payable, related parties, net of debt discount

Stock repurchase payable

2 unchanged sentences

Accrued expenses

Notes payable, related parties, net of current portion

Notes payable, related parties, net of current portion, net of debt discount

Total Long-Term Liabilities

4 unchanged sentences

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

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

41,408,441 shares issued and outstanding as of December 31, and

March 31, 2022

Additional paid-in capital

10 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended

September 30,

Six Months Ended

September 30,

Three Months Ended December 31,

Nine Months Ended December 31,

Income from Investments

2 unchanged sentences

Other Income (Expense)

Loss on extinguishment of debt

Gain on settlement of liabilities

3 unchanged sentences

Loss Before Income Taxes

( 1,224,388 )

Income Tax Provision (Benefit)

9 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended September 30, 2022 and 2021

Total Stockholders’

For the Three, Six and Nine Months Ended December 31, 2022 and 2021

Stockholders’

Balance, March 31, 2022

7 unchanged sentences

( 5,579,404 )

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

Balance, December 31, 2022

$ ( 33,474,282 )

$ ( 5,661,397 )

Balance, March 31, 2021

9 unchanged sentences

( 4,998,002 )

Common stock and warrants issued for cash

Balance, December 31, 2021

$ ( 30,071,200 )

$ ( 5,028,533 )

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended September 30,

Nine Months Ended December 31,

Operating Activities

1 unchanged sentence

$ ( 586,391 )

Adjustments to reconcile to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Share based compensation - common stock

Gain on settlement of liabilities

Loss on extinguishment of debt

Amortization of debt discount

Changes in operating assets and liabilities

6 unchanged sentences

Proceeds from issuance of notes payable

Common stock issued for cash

Net Cash provided by Financing Activities

5 unchanged sentences

Cash paid for income taxes

Non Cash Financing & Investing Activities, and Other Disclosures

Issued warrants as debt issuance costs

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

Assurance is provided on these financial statements

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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.

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 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

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, 2022, which was filed with the SEC on June 29, 2022.

The results from operations for the three and nine-month

periods ended December 31, 2022, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31,

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

22 unchanged sentences

or other structured finance product issuers.

The Company develops strategies and methodologies which include the acquisition of life

insurance portfolios, then uses common structured finance techniques and proprietary analytics to structure bonds for issuances, including

principal protected bonds.

The Company’s goal is to deliver long-term value and profitability to shareholders by growing the Company’s

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

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)

and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy

requirements and analytics.

We provide current and ongoing resources for all analytics, as well as advisement support for the investment

and non-investment grade ratings for the managed asset pool and the managed cash accounts.

In our advisory role, we are reimbursed for

all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing

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

SUNDANCE STRATEGIES, INC.

The Company has developed strategies and methodologies which include the acquisition of

life insurance portfolios, then uses common structured finance techniques and proprietary analytics to structure bonds for issuances,

including principal protected bonds.

The Company’s goal is to deliver long-term value and profitability to shareholders by growing the

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

STRATEGIES, INC.

AND SUBSIDIARY

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

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

the latter part of the year ended March 31, 2021, 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 analytics to establish the makeup of the rated instrument, including but not limited to, life settlement

assets (life insurance policies) and managed cash, and implements a process of selective assembly of the underlying assets and cash management

that will meet the policy requirements and analytics.

The Company continues to 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.

Acting in an 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 year ended March 31, 2022, 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.

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 note).

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

Further, the 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 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.

will be used to purchase Life Settlements for which the Company will be an advisor.

As of December 31, 2022, none of the milestones related

to the potential issuance of equity have been met;

and no assurance can be given that these anticipated milestones will be reached.

addition to the arrangements described above, management of the Company is actively seeking additional bonding and financing opportunities

that would allow the Company to leverage its unique position within the life-settlements market, and lead to future revenue opportunities.

To be able to quickly pivot to any of these additional opportunities, the Company has been actively seeking to secure additional bond

ratings from other bond rating agencies to expand its attractiveness within the marketplace.

Accounting Policies

1 unchanged sentence

Financial Statements in the Company’s most recent Form 10-K, except as discussed below.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

and Diluted Net Income (Loss) Per Common Share

8 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, 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

calculation of diluted net loss per share for the three and nine months ended December 31, 2022 and 2021, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of December 31, 2022 and 2021 are comprised of warrants convertible into 7,873,990 and

4,958,754 shares of common stock, respectively.

Accounting Pronouncements

During the Six Months Ended September 30, 2022

During the Nine Months Ended December 31, 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 six months ended September 30, 2022.

warrants during the nine months ended December 31, 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

the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing

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

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 .

LIQUIDITY REQUIREMENTS AND GOING CONCERN

the Company’s inception on January 31, 2013, operations have been primarily financed through sales of equity, debt financing from

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

As of December 31, 2022, the Company had $ 3,158 of cash

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

As of December 31, 2022, the Company had access to draw an additional $ 4,492,192 on

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

For the nine months

ended December 31, 2022, the Company’s average monthly operating expenses were approximately $ 58,500 , which includes salaries of our

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

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 December 31, 2022.

As management continues to explore additional financing

alternatives, beginning January 1, 2023, the Company is expected to spend up to an additional $ 385,000 on these efforts.

Accounts Payable as of December 31, 2022 totaled $ 698,797 .

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 November 2023.

requirements for at least the next 12 months, or through February 2024.

Related parties have given assurance that their continued support,

17 unchanged sentences

impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize

13 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 six months ended September 30, 2022 and 2021.

the nine months ended December 31, 2022 and 2021.

Financial Instruments

14 unchanged sentences

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

to Purchase Common Stock

21 unchanged sentences

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

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

the three months ended December 31, 2022, and per the provisions outlined above, the Company agreed

to provide Mr.

Dickman with warrants for 399,749 shares of common stock in conjunction with the extension of the due date of the outstanding

promissory notes and agreed to provide the Chairman of the Board of Directors and a stockholder with warrants for 224,000 shares of common

stock in conjunction with the Company borrowing $ 112,000 under the respective note payable and line of credit agreement (see note

The exercise price of the warrants issued during the three months ended December 31, 2022 was $ 1.05 .

The value of the warrants on

the date of grant, as calculated by the Black-Scholes-Merton valuation model, was $ 589,858 .

The inputs used in these calculations included

a fair value of the underlying common stock of $ 1.049 per share, a risk-free of between

3.84 % and 4.31 % , volatility of between 142.23 % and 143.97 % and a dividend rate of 0 % .

The Company determined the cost of debt issuance

to be $ 211,922 , to be amortized quarterly through November 30, 2022 (the due date of the lender’s line of credit at the time of

the borrowing event).

As such, $ 52,980 of debt discount was amortized as interest expense during the quarter ended December 31, 2022.

The remaining $ 377,936 of expense, related to Mr.

Dickman’s warrants, was recorded as a loss on extinguishment of debt.

following table summarizes the warrants issued and outstanding as of December 31, 2022:

OF WARRANTS ISSUED AND OUTSTANDING

6 unchanged sentences

holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTES PAYABLE

1 unchanged sentence

This promissory note bears

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

interest at a rate of 8 % annually and was due January 6, 2023 .

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 October 19, 2022,

On February 2, 2023,

the unsecured promissory note with Satco International, Ltd.

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

was amended to extend the due date from January 6, 2023 to April 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 September 30, 2022 accrued interest on the note totaled

As of December 31, 2022 accrued interest on the note totaled $ 41,688 .

NOTES PAYABLE, RELATED PARTY

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.

of December 31, 2022, and March 31, 2022, the Company had borrowed $ 3,113,808

and $ 3,001,808

respectively, excluding accrued interest and net of the debt discount, from related parties.

The interest associated with the Notes Payable, Related Party of

and $ 767,358

is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2022 and March 31, 2021, respectively.

Party Promissory Notes

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

of both December 31, 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 July 31, 2023 , or at the immediate time when alternative financing

or other proceeds are received.

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 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 ,

On November 10, 2022, the notes 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 promissory notes, the Company also agreed to provide Mr.

with warrants for 399,749 shares of common stock.

total number of warrants issued to the related party lender was 2,090,332 as of December 31 , 2022

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

During the nine months ended December

31, 2022, the Company neither borrowed any additional funds under this agreement nor made any principal repayments.

As of December 31,

2022, accrued interest on the notes totaled $ 287,962 .

In the event the Company completes a successful equity raise all principal and

interest on the notes are due in full at that time.

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

6 unchanged sentences

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

As of December 31, 2022, accrued interest on the note totaled $ 6,035 .

Party Note Payable and Line of Credit Agreements

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 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

of December 31, 2022, and March 31, 2022, the Company, the Company owed $ 1,178,300

and $ 1,066,300

respectively, exclusive of accrued interest and net of the debt discount, 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, 2023 or at the immediate time when alternative financing or other proceeds are received (see Note 8).

On February 2,

2022, the related party note payable and line of credit agreement was amended to extend the due date from November

30, 2023 to November 30, 2024 , or at the immediate time when alternative financing or other proceeds are received (see Note

On As of December 31, 2022 , the agreement allowed for borrowings of up to $ 4,600,000 .

During the nine months ended December 31, 2022, the Company borrowed $ 112,000

under this agreement and no principal repayments were made.

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 31,

2022 , accrued interest on this note totaled $ 283,826 .

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

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

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.

provision and in conjunction with the extension of the due date of the promissory notes, the Company also agreed to provide the

Chairman of the Board of Directors and a stockholder with warrants for 224,000

shares of common stock during the nine months ended December 31, 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

party lender was 2,604,150

as of December 31 , 2022 (see Note 4 for further details on these warrants).

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

of December 31, 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 .

The principal and interest on the note are due November

The principal and interest on the note were due November

30, 2024 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).

February 2, 2023, the agreement was amended to extend the due date from November 30, 2023 to November 30, 2024, or at the immediate time

when alternative financing or other proceeds are received (see Note 8) .

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

nine months ended December 31, 2022 the Company neither borrowed nor repaid any principal under this agreement.

As of December 31, 2022,

accrued interest on this agreement totaled $ 399,775 .

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.

new warrants were issued during the nine months ended December 31, 2022.

The total number of warrants issued to the related party lender

was 1,679,508 as of December 31, 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 July

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

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

On February 9, 2023, the note was amended to extend the due date from November

30, 2023 to November 30, 2024 , 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.

This extension

has no bearing on the warrants that were issued in conjunction with the original promissory note.

of December 31, 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.

of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2022 and March 31, 2022.

SUBSEQUENT EVENTS

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 .

to December 31, 2022, the following events transpired:

February 2, 2023, the unsecured promissory note with Satco International, Ltd.

was amended to extend the due date from January 6, 2023

to April 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.

February 2, 2023, the related party note payable and line of credit agreement with Radiant Life, LLC (see Note 6) was amended to extend

the due date from November 30, 2023 to November 30, 2024 , 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 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.

to provide Radiant Life, LLC with warrants for 649,754 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 .

February 2, 2023 ,

the related party note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder (see Note 6)

was amended to extend the due date from November 30, 2023 to November 30, 2024 , 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 719,300 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

February 9, 2023, 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, 2023 to November 30, 2024.

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