What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-14 compared with 2023-02-14 · 208 added, 296 removed, 235 unchanged (68% of the section changed)

Financial Statements (Unaudited)

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Balance Sheets

Consolidated Balance Sheets

June 30, 2023

March 31, 2023

Current Assets

6 unchanged sentences

Accrued expenses

Notes payable

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

Current portion of notes payable

Current portion of notes payable, related parties

Stock repurchase payable

2 unchanged sentences

Accrued expenses

Notes payable, net of current portion

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

5 unchanged sentences

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

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

March 31, 2022

41,408,441 shares issued and outstanding as of June 30, 2023 and March 31, 2023

Additional paid-in capital

7 unchanged sentences

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

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Statements of Operations

Three Months Ended December 31,

Nine Months Ended December 31,

Consolidated Statements of Operations

Three Months Ended June 30,

Income from Investments

8 unchanged sentences

Loss Before Income Taxes

( 1,224,388 )

Income Tax Provision (Benefit)

1 unchanged sentence

$ ( 301,596 )

$ ( 1,224,388 )

$ ( 586,391 )

Loss per share - basic and diluted

1 unchanged sentence

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

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Deficit

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

Consolidated Statements of Stockholders’ Deficit

the Three Months Ended June 30, 2023 and 2022

Stockholders’

5 unchanged sentences

( 5,328,463 )

Balance, September 30, 2022

( 32,802,431 )

( 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, 2023

1 unchanged sentence

$ ( 6,033,908 )

Common stock issued for director compensation

Balance, June 30, 2021

$ ( 35,061,875 )

$ ( 6,033,908 )

Stock-based compensation - director shares

Balance, September 30, 2021

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

Balance, June 30, 2023

( 35,400,067 )

( 5,899,468 )

Common stock and warrants issued for cash

Balance, December 31, 2021

( 35,400,067 )

1 unchanged sentence

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

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

Nine Months Ended December 31,

Consolidated Statements of Cash Flows

Three Months Ended June 30,

Operating Activities

2 unchanged sentences

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

Gain on settlement of liabilities

Amortization of debt discount

6 unchanged sentences

Proceeds from issuance of notes payable, related party

Proceeds from issuance of notes payable

Common stock issued for cash

Net Cash provided by Financing Activities

21 unchanged sentences

the fiscal year ended March 31, 2023, which was filed with the SEC on June 29, 2023.

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.

The results from operations for the three-month

period ended June 30, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2024.

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, 2023 and for all periods presented herein have

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

12 unchanged sentences

tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part

of or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace,

often referred to as the “life settlements market.”

or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often

referred to as the “life settlements market.”

the latter part of the fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional

6 unchanged sentences

or other structured finance product issuers.

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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, the Company began working closely with bond placement agents and aggregators to establish

6 unchanged sentences

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.

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.

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.

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.

requires 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 our common stock at

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

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.

As of August 14, 2023 , none of the milestones related to the potential issuance of equity

have been met.

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 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

calculation of diluted net loss per share for the three months ended June 30, 2023, or 2022, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2023, and 2022, are comprised of warrants convertible into 10,170,544 and

7,250,241 shares of common stock, respectively.

Accounting Pronouncements

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

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 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.

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

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 June 30, 2023, the Company had $ 6,071 of cash

assets, compared to $ 553 as of March 31, 2023.

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.

As of June 30, 2023, the Company had access to draw an additional $ 4,299,942 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, 2023, the Company’s average monthly operating expenses were approximately $ 44,000 , which includes salaries of the Company’s

employee, 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 February 2024.

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.

expenses of $ 0 and $ 13,500 were incurred during the three months ended June 30, 2023, and 2022, respectively.

As management continues

to explore additional financing alternatives, beginning July 1, 2023, the Company is expected to spend up to an additional $ 300,000 on

these efforts.

Outstanding Accounts Payable as of June 30, 2023, totaled $ 464,389 .

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

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.

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,

2 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

16 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, 2022 and 2021.

the three months ended June 30, 2023 and 2022.

Financial Instruments

14 unchanged sentences

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

to Purchase Common Stock

Company’s related party lenders consist of:

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

Kraig Higginson, 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

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 monies.

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.

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

All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equivalent to the

fair value of the Company’s common stock on the date of grant, and expire 5 years from the date of issuance.

the fiscal quarter ended June 30, 2023, the Company issued 223,900 warrants to the Chairman of the Board of Directors in conjunction

with monies borrowed during the period per the terms outlined above.

The exercise price of these warrants was $ 1.05 .

The value of the

warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 166,001 .

The inputs used in this calculation

included a fair value of the underlying common stock of $ 1.049 per share, a risk-free between 3.36 % and 4.06 % , volatility between 86.52 %

and 89.11 % and a dividend rate of 0 % .

June 5, 2023, the Company issued 543,000

warrants to Mr.

Dickman in conjunction with an

extension of the maturity dates during the period per the terms outlined above.

The exercise price of these warrants was $ 1.05 .

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 398,920 .

The inputs used in this calculation included a fair value of the underlying common stock of $ 1.049

per share, a risk-free rate of 3.82 % ,

volatility of 89.07 %

and a dividend rate of 0 % .

SCHEDULE OF WARRANT OUTSTANDING

Number of Warrants

Outstanding at March 31, 2023

Granted in conjunction with monies borrowed

Granted in conjunction with extension

Outstanding at June 30, 2023

Exercisable at June 30, 2023

was no change in the number of warrants outstanding during the three months ended June 30, 2022.

following table summarizes the warrants issued and outstanding as of June 30, 2023

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised

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

6 unchanged sentences

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.

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

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised

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.

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.

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 January 6, 2023 .

interest at a rate of 8 % annually and was due April 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 February 2, 2023,

Since that date,

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.

This note is separate from the 8 % convertible debenture agreement that

the Company has in place with Satco International, Ltd.

has been amended through a series of amendments to extend the due date from

April 6, 2023 to August 31, 2024, or at the immediate time when alternative financing or other proceeds are received.

These extensions

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

As of June 30, 2023, accrued

interest on the note totaled $ 53,589 .

NOTES PAYABLE, RELATED PARTY

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.

of June 30, 2023, and March 31, 2023, the Company had borrowed $ 3,306,058 and $ 3,194,108 respectively, excluding accrued interest, from

related parties.

Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $ 0 and $ 364,908 is recorded on

the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023, respectively.

Long-term accrued interest associated

with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,127,121 and $ 857,685 is recorded on the balance sheet as an Accrued Expense obligation at

June 30, 2023, and March 31, 2023, respectively.

Party Promissory Notes

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

of both June 30, 2023, and March 31, 2023, the Company owed $ 826,000 under the unsecured promissory notes from Mr.

The promissory

notes bear interest at a rate of 8 % annually.

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.

On June 5, 2023, the notes were amended to have a due date of August 31, 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 promissory notes on June 5, 2023, the Company agreed to provide Mr.

Dickman with warrants for

543,000 shares of common stock (see Note 4).

During the year ended March 31, 2023, the Company neither borrowed any additional funds

under this agreement nor made any principal repayments.

As of June 30, 2023, accrued interest on the notes totaled $ 332,947 .

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

The total number

of warrants issued to the related party lender was 2,633,332 as of June 30, 2023 (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 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 December 31, 2022, accrued interest on the note totaled $ 6,035 .

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 was amended on June 12, 2023 to

be due on July

As of June 30, 2023, accrued interest

on the note totaled $ 8,303 .

Party Note Payable and Line of Credit Agreements

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

of June 30, 2023, and March 31, 2023, the Company owed $ 1,310,550

and $ 1,198,600 ,

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.

respectively, exclusive of accrued interest, under the note payable and line of credit agreement with Kraig T.

Higginson, Chairman

of the Board of Directors and a stockholder.

As of June 30, 2023, the agreement allowed for borrowings of up to $ 4,600,000 .

During the three months ended June 30, 2023, the Company borrowed $ 111,950

in principal and made no repayments of principal on this agreement.

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 of June 30, 2023, accrued interest on this note totaled $ 329,094 .

As per the provision outlined in Note 4, and in conjunction with the $ 111,950

borrowed during the three months ended June 30, 2023, the Company also agreed to provide the Chairman of the Board of Directors and

a stockholder, with warrants for 223,900

shares of common stock, vested immediately upon issuance, having an exercise price of $ 1.05

per share, and a 5 -year

exercise window from the dates of issuance.

During the three months ended June 30, 2023, the

company amortized $ 10,530 of debt discount, leaving a remaining debt discount balance of $ 63,181 in association with these warrants.

The total number of warrants issued to the related party lender was 3,587,950

as of June 30, 2023 (see Note 4 for further details on these warrants).

of June 30, 2023, and March 31, 2023, the Company owed $ 1,119,508

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 note payable has a due date of the principal and interest on the note to 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 three months ended June 30, 2023, the Company

neither borrowed nor repaid any principal under this agreement.

As of June 30, 2023, accrued interest on this agreement totaled

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 2,604,150

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 were due November

30, 2024 or at the immediate time when alternative financing or other proceeds are received.

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).

No new warrants were issued during the

three months ended June 30, 2023.

During the three months ended June 30, 2023, the company

amortized $ 5,235 of debt discount, leaving a remaining debt discount balance of $ 31,410 in association with existing warrants.

The total number of warrants issued to the related party lender was 2,449,262

as of June 30, 2023 (see Note 4 for further details on these warrants).

of June 30, 2023, the unamortized debt discount on related party notes payable is $ 94,591 .

CONVERTIBLE DEBENTURE AGREEMENT

8 unchanged sentences

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 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 December 31, 2022 and March 31, 2022.

SUBSEQUENT EVENTS

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 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.

As of June 30, 2023, and March 31, 2023, 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, 2023, and March 31, 2023.

(8) GAIN ON SETTLEMENT OF LIABILITIES

During the three months ended

June 30, 2023, we negotiated a settlement to reduce the outstanding accounts payable to one vendor by $ 290,000 .

This gain was recorded

as a gain on settlement of liabilities.

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