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Item 8. Financial Statements and Supplementary Data

2024-07-01 compared with 2023-06-29 · 243 added, 321 removed, 379 unchanged (60% of the section changed)

3 unchanged sentences

TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of March 31, 2024, and 2023

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and the Board of Directors of Sundance Strategies, Inc.:

on the Financial Statements

have audited the accompanying consolidated balance sheets of Sundance Strategies, Inc.

and Subsidiary (“the Company”) as

of March 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of

the years in the two-year period ended March 31, 2023 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company

as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended

March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

To the Shareholders and the Board of Directors of

Sundance Strategies, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Sundance Strategies, Inc.

and Subsidiary (“the Company”) as of March 31, 2024 and 2023, the related consolidated

statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2024

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred

to above present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results

of its operations and its cash flows for each of the years in the two-year period ended March 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing a separate audit opinion on the critical audit matters or on the accounts or disclosures

to which it relates.

of a Going Concern

of the Critical Audit Matter

described further in Note 9 to the financial statements, the Company has relied on debt and equity financing to finance operations, as

there are not sufficient cash flows from operations, which raises doubt about its ability to continue as a going concern.

has implemented plans to alleviate the substantial doubt.

Management plans to address the concerns, as needed, by (a) utilizing recent

financing obtained through notes payable;

(b) utilizing current lines of credit.

When considering these factors in conjunction with the

Company’s operating plan, management believes it has sufficient ability to fund operations and satisfy the Company’s obligations

as they come due for at least one year from the financial statement issuance date.

determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and execution

uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their

determination.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among

performed testing procedures such as analytical procedures to identify conditions and events

that indicate there could be substantial doubt about the entity’s ability to continue

as a going concern for a reasonable period of time.

reviewed and evaluated management’s plans for dealing with adverse effect of these

conditions and events that raised doubt about the Company’s ability to continue as

a going concern.

tested the reasonableness of management’s assessment of whether the Company has sufficient

liquidity to fund operations for at least one year from the financial statement issuance

assessed whether the Company’s determination that there is substantial doubt about

its ability to continue as a going concern was adequately disclosed.

Sadler, Gibb & Associates, LLC

have served as the Company’s auditor since 2018.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are

matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a

separate audit opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Evaluation of a Going Concern

Description of the Critical Audit Matter

As described further in Note 9 to the financial

statements, the Company has relied on debt and equity financing to finance operations, as there are not sufficient cash flows from operations,

which raises doubt about its ability to continue as a going concern.

Management has implemented plans to alleviate the substantial doubt.

Management plans to address the concerns, as needed, by (a) utilizing recent financing obtained through notes payable;

(b) utilizing current

lines of credit.

When considering these factors in conjunction with the Company’s operating plan, management believes it has sufficient

ability to fund operations and satisfy the Company’s obligations as they come due for at least one year from the financial statement

issuance date.

We determined the Company’s ability

to continue as a going concern is a critical audit matter due to the estimation and execution uncertainty regarding the Company’s

available capital and the risk of bias in management’s judgments and assumptions in their determination.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the Company’s

assertion on its ability to continue as a going concern included the following, among others:

● We performed testing procedures such as analytical procedures to identify conditions and events that indicate

there could be substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of time.

● We reviewed and evaluated management’s plans for dealing with adverse effect of these conditions

and events that raised doubt about the Company’s ability to continue as a going concern.

● We tested the reasonableness of management’s assessment of whether the Company has sufficient liquidity

to fund operations for at least one year from the financial statement issuance date.

● We assessed whether the Company’s determination that there is substantial doubt about its ability

to continue as a going concern was adequately disclosed.

/s/ Sadler, Gibb & Associates, LLC

We have served as the Company’s auditor since

STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Balance Sheets

Balance Sheets

Current Assets

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Total Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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Accrued expenses

Notes payable

Current portion of notes payable

Current portion of notes payable, related parties

Current notes payable

Stock repurchase payable

7 unchanged sentences

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

- 0 - shares issued and outstanding

- 0 - shares issued and

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

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

42,258,441 shares issued and

outstanding as of March 31, 2024;

and 41,408,441 shares issued and oustanding as of March 31, 2023

Additional paid-in capital

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AND SUBSIDIARY

Consolidated Statements of Operations

Statements of Operations

Years Ended March 31,

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AND SUBSIDIARY

Consolidated Statements of Stockholders’ Deficit

Statements of Stockholders’ Deficit

the Year Ended March 31, 2024 and 2023

3 unchanged sentences

$ ( 5,026,867 )

Common stock issued for director compensation

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

7 unchanged sentences

$ ( 6,033,908 )

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

8 unchanged sentences

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

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Statements of Cash Flows

Ended March 31,

Statements of Cash Flows

Years Ended March 31,

Operating Activities

$ ( 1,834,991 )

$ ( 2,811,981 )

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

based compensation – common stock

on settlement of liabilities

on extinguishment of debt

of debt discount

in operating assets and liabilities

expenses and other assets

Cash used in Operating Activities

from issuance of notes payable, related party

from issuance of notes payable

stock issued for cash

Cash provided by Financing Activities

Change in Cash and Cash Equivalents

and Cash Equivalents at Beginning of Period

and Cash Equivalents at End of Period

disclosure of cash flow information:

paid for interest

paid for income taxes

Cash Financing & Investing Activities, and Other Disclosures

warrants as debt issuance costs

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

Loss on extinguishment of debt

Gain on settlement of liabilities

Amortization of debt discount

Changes in operating assets and liabilities

Prepaid expenses and other assets

Accounts payable

Accrued expenses

Net Cash used in Operating Activities

Financing Activities

Proceeds from issuance of common stock and warrants – net of issuance costs

Proceeds from issuance of notes payable, related party

Repayment of notes payable, related party

Net Cash provided by Financing Activities

Net Change in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Period

Cash and Cash Equivalents at End of Period

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for income taxes

Non Cash Financing & Investing Activities, and Other Disclosures

Issued warrants as debt issuance costs

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

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statements, none of the milestones related to the potential issuance of equity have been met.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

This Company has terminated this agreement with Tradability, and no future payments are expected in association with

this terminated agreement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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into 14,043,573 and 9,403,644 shares of common stock, respectively.

Compensation and Financing Costs , The Company measures stock-based compensation expense related to employee stock-based awards and

Compensation and Financing Cost s , The Company measures stock-based compensation expense related to employee stock-based awards and

stock-based expense associated with certain financing costs on the estimated fair value of the awards as determined on the date of grant

33 unchanged sentences

ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

levels of input are summarized as follows:

22 unchanged sentences

and cash equivalents consist principally of currency on hand and demand deposits at commercial banks.

The Company had $ 553 and $ 267,966

The Company had $ 329,860

in cash and cash equivalents as of March 31, 2024, and 2023, respectively.

The Company maintains non-interest-bearing accounts at two

financial institutions.

The Company maintains non-interest-bearing accounts at

two financial institutions.

The accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to

As of March 31, 2024, and 2023, the Company had balances in excess of FDIC insured amounts at these institutions

of $ 79,779 and $ 0 , respectively.

NOTES PAYABLE

15 unchanged sentences

interest on the note totaled $ 71,671 .

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

NOTES PAYABLE, RELATED PARTY

of March 31, 2023, and 2022, the Company had borrowed $ 3,194,108

and $ 3,001,808

respectively, excluding accrued interest, from related parties.

Unamortized debt discount with the Notes Payable, Related party was

$ 36,645 and $ 0 as of March 31, 2023, and March 31, 2022, respectively.

Short-term accrued interest associated with the Notes

Payable, Related Party of $ 364,908 and

is recorded on the balance sheet as an Accrued Expense obligation at March 31, 2023, and March 31, 2022, respectively.

Long-term accrued interest associated with the Notes Payable, Related Party of $ 857,684 and $ 666,015 is recorded on the balance sheet

as an Accrued Expense obligation at March 31, 2023, and March 31, 2022, respectively.

of March 31, 2024, and 2023, the Company had borrowed $ 3,340,058 and $ 3,194,108 respectively, excluding accrued interest, from related

Unamortized debt discount with the Notes Payable, Related party was $ 0 and $ 36,645 as of March 31, 2024, and March 31, 2023,

respectively.

Short-term accrued interest associated with the Notes Payable, Related Party of $ 11,925 and $ 364,908 is recorded on the

balance sheet as an Accrued Expense obligation at March 31, 2024, and March 31, 2023, respectively.

Long-term accrued interest associated

with the Notes Payable, Related Party of $ 1,357,738 and $ 857,684 is recorded on the balance sheet as an Accrued Expense obligation at

March 31, 2024, and March 31, 2023, respectively.

Party Promissory Notes

of both March 31, 2024, and 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, and on June 5, 2023, the notes were amended to extend the due date from July 31, 2023, to August 31, 2024 , or at the immediate

time when alternative financing or other proceeds are received.

As per the provision outlined in Note 8, and in conjunction with the

extension of the due date of the promissory notes on November 10, 2022, the Company also agreed to provide Mr.

Dickman with warrants

for 399,749 shares of common stock (see Note

As per the provision outlined in Note 8, and in conjunction with the extension of the due date of the promissory notes on June 5,

the Company owed $ 826,000

under the unsecured promissory notes from Mr.

The promissory notes bear interest at a rate of 8 %

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, and on June 5, 2023 and again on January 26, 2024, the notes were amended to extend the due date

from July 31, 2023, to November 30, 2025, or at the immediate time when alternative financing or other proceeds are received.

the provision outlined in Note 8, and in conjunction with the extension of the due date of the promissory notes on November 10,

2022, the Company also agreed to provide Mr.

Dickman with warrants for 543,000 shares of common stock (see Note 11).

During the year

ended March 31, 2023 , the Company neither borrowed any additional funds under this agreement

nor made any principal repayments.

As of March 31, 2023 , accrued interest on the notes totaled

In the event the Company completes

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

Dickman with warrants for 399,749

shares of common stock.

In association with the extensions during the fiscal year ended March 31, 2024, the company agreed to

Dickman with warrants for 1,106,000 shares

of common stock (see Note 8) vested immediately upon issuance, having exercise prices of $ 1.05 and $ 0.41

per share, and a 5 -year exercise window from the dates of issuance.

During the years ended March 31, 2024, and March 31, 2023 ,

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

As of March 31,

2024 , accrued interest on the notes totaled $ 404,087 .

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

The total number of warrants issued to the related party lender was 3,196,332

as of March 31, 2024 (see Note 8 for further details on these warrants).

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

11 unchanged sentences

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.

February 2, 2023, 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 .

31, 2023 , the agreement allowed for borrowings of up to $ 4,600,000 .

Higginson, Chairman

of the Board of Directors and a stockholder.

February 2, 2023, and again on January 26, 2024, 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 and then to November 30, 2025, or at the immediate time when alternative

financing or other proceeds are received .

As of March 31, 2024 , the agreement

allowed for borrowings of up to $ 4,600,000 .

During the year ended March 31, 2023, the Company borrowed $ 132,300

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

During the year ended March 31, 2024, the Company borrowed

in principal and made repayments of $ 35,000

in principal on this agreement.

The note payable and line of credit agreement incurs interest at 7.5 %

1 unchanged sentence

As per the provision outlined in Note 8, and in conjunction with the due date extension and the $ 140,950

borrowed during the year ended March 31, 2023, the Company also agreed to provide the Chairman of the Board of Directors and a

stockholder, with warrants for 983,900

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

per share, and a 5 -year

and $ 132,300

borrowed during the years ended March 31, 2024 and 2023, respectively, the Company also agreed to provide the Chairman of the Board

of Directors and a stockholder, with warrants for 1,054,175

shares of common stock and 983,900

shares of common stock, respectively, vested immediately upon issuance, having exercise prices of $ 1.05

and $ 0.41 per share, and a 5 -year

exercise window from the dates of issuance.

1 unchanged sentence

as of March 31, 2024 (see Note 8 for further details on these warrants).

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

of March 31, 2023, and 2022, the Company owed $ 1,119,508

and $ 1,059,508

in principal, respectively, under the note payable

and lines of credit agreement with Radiant Life, LLC.

of March 31, 2024, and 2023, the Company owed $ 1,159,508 and $ 1,119,508 in principal, respectively, under the note payable and lines

of credit agreement with Radiant Life, LLC.

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

On February 2, 2023, 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.

The note payable and line

of credit agreement incurs interest at 7.5 %

During the year ended March 31, 2023 the Company borrowed $ 60,000

of principal under this agreement and made no

As of March 31, 2023, accrued interest on this agreement totaled $ 427,580 .

As per the provision outlined in Note 8, and in conjunction with the due date extension and the $ 60,000

borrowed under the note payable and lines of

credit agreement during the year, the Company also agreed to provide Radiant Life, LLC with warrants for 769,754

shares of common stock, vested immediately upon

issuance, a 5-year exercise window from the dates of issuance, having an exercise price of $ 1.05

The total number of warrants issued

to the related party lender was 2,449,262

as of March 31, 2023 (see Note 8 for further

On February 2, 2023, and again on

February 1, 2024, 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, and later to November 30, 2025, 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.

During the years ended March 31, 2024, and 2023 the

Company borrowed $ 40,000 and $ 60,000 , respectively of principal under this agreement and made no repayments.

As of March 31, 2024, accrued

interest on this agreement totaled $ 550,289 .

As per the provision outlined in Note 8, and in conjunction with the due date extensions

and the $ 40,000 borrowed under the note payable and lines of credit agreement during the year, the Company also agreed to provide Radiant

Life, LLC with warrants for 779,754 shares of common stock, vested immediately upon issuance, a 5 -year exercise window from the dates

of issuance, having exercise prices between $ 0.41 and $ 1.05 per share.

The total number of warrants issued to the related party lender

was 3,229,016 as of March 31, 2024 (see Note 8 for further details).

CONVERTIBLE DEBENTURE AGREEMENT

17 unchanged sentences

STOCKHOLDERS’ EQUITY

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

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

From November 5, 2021 to March 28, 2022, the Company

received subscription agreements from investors, for 100,000 common shares at a purchase price of $ 5 per share, including 500,000 warrants

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

August 15, 2023, the Company issued a private placement memorandum offering to raise up to $ 1,500,000

through the issuance of restricted shares of the Company’s common stock (par value $ 0.001 )

to qualified investors.

From September 20, 2023, to October 4, 2023, the Company received subscription agreements from investors, for 850,000

common shares at a purchase price of $ 1

per share, including 1,700,000

warrants exercisable at $ 0.35

per share, vested immediately upon issuance, with a five year expiration.

Proceeds to the Company totaled $ 850,000 .

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

cash compensation.

The stock awards vested 25 % on the date of grant and the remainder of the shares vested equally over the three months

following the date granted.

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

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

5 unchanged sentences

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

to Purchase Common Stock

2 unchanged sentences

Number of Warrants

Weighted Average

Exercise Price ($)

Weighted Average Exercise Price ($)

Outstanding at March 31, 2022

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

During the year ended March 31, 2023, the Company issued 339,749

warrants to Mr.

Dickman, 719,300

warrants to the Chairman of the Board of Directors,

warrants to Radiant Life, LLC in conjunction

with an extension of the maturity dates during the period (see Note 8) per the terms outlined above.

The exercise price of these warrants

the year ended March 31, 2024 the Company issued 281,900

warrants to the Chairman of the Board of Directors and 80,000

warrants to Radiant Life, LLC in conjunction with monies borrowed during the period (see Note 8 to the financial statements included

in this report).

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 $ 316,756 .

4 unchanged sentences

the year ended March 31, 2024, the Company issued 1,106,000

warrants to the Chairman of the Board of Directors

warrants to Radiant Life, LLC in conjunction

with monies borrowed during the period (see Note 8) per the terms outlined above.

The exercise price of these warrants was $ 1.05 .

warrants to Mr.

Dickman, 772,275

warrants to the Chairman of the Board of Directors, and 699,754

warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see Note 8 to the financial

statements included in this report) per the terms outlined above.

The exercise price of these warrants was between $ 0.41 and $ 1.05 .

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 964,277 .

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

The inputs used in this calculation included a fair value of the underlying common stock between $ 0.409 and $ 1.049

per share, a risk-free between 3.80 %

1 unchanged sentence

and a dividend rate of 0 %.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

February 5, 2022, the Company issued 649,754 warrants to Radiant Life, LLC, 653,150 warrants to the Chairman of the Board of Directors

and a stockholder and 488,583 warrants to Mr.

Dickman in conjunction with various extensions of maturity dates during the period (see

Note 8) per the terms outlined above.

The exercise price of these warrants was $ 0.05 .

The value of the warrants on the date of grant,

as calculated by the Black-Scholes-Merton valuation model, was $ 1,840,149 .

The inputs used in this calculation included a fair value

of the underlying common stock of $ 1.049 per share, a risk-free of 1.76 %, volatility of 131.78 % and a dividend rate of 0 %.

year ended March 31, 2022, the exercise price was adjusted from $ 0.05 to $ 1.05 , which was the estimated fair market value of the common

stock on the grant date.

January 5, 2022, the Company issued 200,000 warrants to Radiant Life, LLC in conjunction with monies borrowed (see Note 8) per the terms

outlined above.

The exercise price of these warrants was $ 0.05 .

value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was $ 205,393 .

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 1.43 %, volatility of

131.78 % and a dividend rate of 0 %.

The Company determined the cost of debt issuance to be $ 40,211 , to originally 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, $ 10,389 of

debt discount was amortized as interest expense until February 7, 2022.

On February 7, 2022, the related party note payable and line

of credit agreement was amended to extend the due date from November 30, 2022 to November 30, 2023, and on the date of the amendment

the Company recorded the remaining $ 29,822 of debt discount as a loss on extinguishment of debt.

During the year ended March 31, 2022,

the exercise price was adjusted from $ 0.05 to $ 1.05 , which was the estimated fair market value of the common stock on the date of the

lending event.

During the year ended March 31, 2022, the Company issued 200,000 warrants to Radiant Life, LLC and 20,000 warrants to the Chairman of

the Board of Directors and Mr.

Dickman in conjunction with monies borrowed during the period (see Note 8) per the terms outlined above.

The exercise price of these warrants was $ 0.05 .

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

The inputs used

in this calculation included a fair value of $ 0.062 per share, a risk-free rate ranging from 0.81 % to 0.84 %, volatility ranging from

41.97 % to 42.01 % and a dividend rate of 0 %.

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

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

From November 5, 2021 to

March 28, 2022, the Company received subscription agreements from investors for 100,000 common shares at a purchase price of $ 5 per share,

including 500,000 warrants exercisable at $ 5 per share, vested immediately upon issuance, with a five year expiration.

July 29, 2021, the Company borrowed an additional $ 50,000 from Radiant Life, LLC.

In conjunction with this specific loan event, a one-time

agreement specifies that the associated warrants issued totaled 50,000 , vested immediately upon issuance, have an exercise price of $ 2.00 ,

and expire in 5 years.

The value of the warrants on the

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

The inputs used in this calculation included

a fair value of the underlying common stock of $ 0.062 per share, a risk-free rate of 0.66 % volatility of 42.14 % and a dividend rate of

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

(see Note 5).

In conjunction with this note, the Company issued warrants exercisable into 1,000,000 shares of common stock,

which vest immediately upon issuance, exercisable at $ 1.00 per share and expire three years from the date of the promissory note.

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

used in this calculation included a fair value of the underlying common stock of $ 0.062 per share, a risk-free rate of 0.35 %, volatility

of 50.3 % and a dividend rate of 0 %.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

the year ended March 31, 2023 the Company issued 264,600 warrants to the Chairman of the Board of Directors and 120,000 warrants to Radiant

Life, LLC in conjunction with monies borrowed during the period (see Note 8) 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 $ 365,502 .

The inputs used in this calculation included a fair value of the underlying common stock of $ 1.049 per share, a risk-free between 3.62 %

and 4.31 %, volatility between 142.23 % and 148.56 % and a dividend rate of 0 %.

following table summarizes the warrants issued and outstanding as of March 31, 2024:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

Average Remaining Contractual Life (Years)

to Company if Exercised

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

1 unchanged sentence

LIQUIDITY REQUIREMENTS AND GOING CONCERN

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 March 31, 2023, the Company had

$ 533 of cash assets, compared to $ 267,966

as of March 31, 2022.

As of March 31, 2023, the Company had access to draw an additional $ 4,411,892

on the notes payable, related party (see Note 8) and $ 3,000,000

on the Convertible Debenture Agreement (see Note 8).

For the year ended March 31, 2023, the Company’s average monthly

operating expenses were approximately $ 57,000 ,

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 $ 54,000

and $ 197,761 were incurred

during the years ended March 31, 2023, and 2022, respectively.

As management continues to explore additional financing alternatives,

beginning April 1, 2023 the Company is expected to spend up to an additional $ 300,000

on these efforts.

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 March 31, 2024, the Company had $ 329,890 of

cash assets, compared to $ 533 as of March 31, 2023.

As of March 31, 2024, the Company had access to draw an additional $ 4,265,942 on

the notes payable, related party (see Note 8) and $ 3,000,000 on the Convertible Debenture Agreement (see Note 8).

For the year ended

March 31, 2024, the Company’s average monthly operating expenses were approximately $ 44,000 , 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 $ 135,000 and $ 54,000 were incurred during the years ended March 31, 2024, and 2023, respectively.

As management continues to explore

additional financing alternatives, beginning April 1, 2024 the Company is expected to spend up to an additional $ 300,000 on these efforts.

Outstanding Accounts Payable as of March 31, 2024 totaled $ 447,862 .

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 the 12 months from the issuance of the financial statements.

Related parties have given assurance that their continued support, by way of either extensions of due

dates, or increases in lines-of-credit, can be relied on.

As mentioned above, the Company also continues to evaluate other debt and

equity financing opportunities.

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 the 12 months from the issuance of the financial statements.

Related parties have given assurance that

their continued support, by way of either extensions of due dates, or increases in lines-of-credit, can be relied on.

As mentioned above,

the Company also continues to evaluate other debt and equity financing opportunities.

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

5 unchanged sentences

of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2022

Company recorded $ 0 and $ 4,149 provision for income taxes for the years ended March 31, 2023, and 2022, respectively.

Company recorded $ 0 provision for income taxes for the years ended March 31, 2024, and 2023.

income tax provision differs from the amount of income tax determined by applying the U.S.

26 unchanged sentences

federal net operating loss carryforwards of $ 30,822,643 .

These carry forwards are available to

offset future taxable income, if any, and begin to expire in 2023 .

The utilization of the net operating loss carry forwards is dependent

upon the tax laws in effect at the time the net operating loss carry forwards can be utilized and may be significantly limited based

on ownership changes within the meaning of section 382 of the Internal Revenue Code.

These carry forwards are available

to offset future taxable income, if any, and begin to expire in 2025 .

The utilization of the net operating loss carry forwards

is dependent upon the tax laws in effect at the time the net operating loss carry forwards can be utilized and may be significantly limited

based on ownership changes within the meaning of section 382 of the Internal Revenue Code.

FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not to be sustained upon examination

6 unchanged sentences

SUBSEQUENT EVENTS

June 5, 2023, the related party note payable with Mr.

Dickman (see Note 8) was amended to extend the due date from July 31, 2023, to

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

As per the provision outlined in

Note 8, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide Mr.

Dickman with warrants

for 543,000 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.

June 6, 2023, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors by $ 290,000 .

The gain will

be recorded as a gain on settlement of liabilities.

June 9, 2023 the unsecured promissory note with Satco International, Ltd.

(see Note 5) was amended 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.

This extension has no

bearing on the warrants that were issued in conjunction with the original promissory note.

April 19, 2024, subsequent to year end, the company paid $ 125,000

to a vendor in an effort

to help secure bondin g.

June 24, 2024, and June 25, 2024, the Company issued an additional 180,000 total shares of stock and 360,000 total warrants to five investors

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data