Sundance Strategies, Inc. 10-Q

Item 1. Financial Statements (Unaudited) SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Condensed Consolidated Balance Sheets December 31, March 31, 2024 2024 (UNAUDITED) ASSETS Current Assets Cash and cash equivalents $ 259,620 $ 329,860 Prepaid expenses and other assets 13,650 9,075 Total Current Assets 273,270 338,935 Total Assets $ 273,270 $ 338,935 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 437,360 $ 447,862 Accrued expenses 1,345,301 433,201 Current portion of notes payable 300,000 300,000 Current portion of notes payable, related parties 1,985,508 50,000 Current portion of notes payable 1,985,508 50,000 Stock repurchase payable 400,000 400,000 Total Current Liabilities 4,468,169 1,631,063 Long-Term Liabilities Accrued expenses 601,301 1,357,739 Notes payable, related parties, net of current portion 1,304,550 3,290,058 Notes payable, related parties, net of current portion 1,304,550 3,290,058 - Total Long-Term Liabilities 1,905,851 4,647,797 Total Liabilities 6,374,020 6,278,860 Stockholders’ Deficit Preferred stock, authorized 10,000,000 shares, par value $ 0.001 ; - 0 - shares issued and outstanding - - Common stock, authorized 500,000,000 shares, par value $ 0.001 ; 43,063,441 shares issued and outstanding as of December, 31 2024; and 42,258,441 shares issued and oustanding as of March, 31 2024 43,064 42,259 Additional paid-in capital 31,718,877 30,914,682 Accumulated deficit ( 37,862,691 ) ( 36,896,866 ) Total Stockholders’ Deficit ( 6,100,750 ) ( 5,939,925 ) Total Liabilities and Stockholders’ Deficit $ 273,270 $ 338,935 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Operations (UNAUDITED) 2024 2023 2024 2023 Three Months Ended December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Income from Investments $ - $ - $ - $ - General and Administrative Expenses 143,513 147,842 503,457 371,839 Loss from Operations ( 143,513 ) ( 147,842 ) ( 503,457 ) ( 371,839 ) Other Income (Expense) Loss on extinguishment of debt - - - ( 398,920 ) Gain on settlement of liabilities - - - 290,000 Interest expense ( 87,480 ) ( 110,221 ) ( 262,368 ) ( 316,480 ) Financing expense ( 30,000 ) ( 105,000 ) ( 200,000 ) ( 105,000 ) Total Other Income (Expense) ( 117,480 ) ( 215,221 ) ( 462,368 ) ( 530,400 ) Loss Before Income Taxes ( 260,993 ) ( 363,063 ) ( 965,825 ) ( 902,239 ) Income Tax Provision (Benefit) - - - - Net Loss $ ( 260,993 ) $ ( 363,063 ) $ ( 965,825 ) $ ( 902,239 ) Loss per share: Loss per share - basic and diluted $ ( 0.01 ) $ ( 0.01 ) $ ( 0.02 ) $ ( 0.03 ) Weighted average shares outstanding - basic and diluted 43,063,441 42,237,245 42,702,932 41,693,714 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Stockholders’ Deficit For the Nine Months Ended December 31, 2024 and 2023 (UNAUDITED) Shares Amount Capital Deficit Deficit Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balance, March 31, 2023 41,408,441 $ 41,409 $ 28,986,558 $ ( 35,061,875 ) $ ( 6,033,908 ) Warrants issued in connection with debt issuances - - 73,712 - 73,712 Warrants issued in connection to extinguishment of debt - - 398,920 - 398,920 Net loss - - - ( 338,192 ) ( 338,192 ) Balance, June 30, 2023 41,408,441 $ 41,409 $ 29,459,190 $ ( 35,400,067 ) $ ( 5,899,468 ) Common stock and warrants issued for cash 200,000 200 199,800 - 200,000 Warrants issued in connection with debt issuances - - 40,985 - 40,985 Net loss - - - ( 200,984 ) ( 200,984 ) Balance, September 30, 2023 41,608,441 $ 41,609 $ 29,699,975 $ ( 35,601,051 ) $ ( 5,859,467 ) Common stock and warrants issued for cash 650,000 650 649,350 - 650,000 Net loss - - - ( 363,063 ) ( 363,063 ) Balance, December 31, 2023 42,258,441 $ 42,259 $ 30,349,325 $ ( 35,964,114 ) $ ( 5,572,530 ) Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balance, March 31, 2024 42,258,441 $ 42,259 $ 30,914,682 $ ( 36,896,866 ) $ ( 5,939,925 ) Common stock and warrants issued for cash 180,000 180 179,820 - 180,000 Net loss - - - ( 436,429 ) ( 436,429 ) Balance, June 30, 2024 42,438,441 $ 42,439 $ 31,094,502 $ ( 37,333,295 ) $ ( 6,196,354 ) Common stock and warrants issued for cash 625,000 625 624,375 - 625,000 Net loss - - - ( 268,403 ) ( 268,403 ) Balance, September 30, 2024 43,063,441 $ 43,064 $ 31,718,877 $ ( 37,601,698 ) $ ( 5,839,757 ) Balance 43,063,441 $ 43,064 $ 31,718,877 $ ( 37,601,698 ) $ ( 5,839,757 ) Net loss - - - ( 260,993 ) ( 260,993 ) Balance, December 31, 2024 43,063,441 $ 43,064 $ 31,718,877 $ ( 37,862,691 ) $ ( 6,100,750 ) Balance 43,063,441 $ 43,064 $ 31,718,877 $ ( 37,862,691 ) $ ( 6,100,750 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows (UNAUDITED) 2024 2023 Nine Months Ended December 31, 2024 2023 Operating Activities Net Loss $ ( 965,825 ) $ ( 902,239 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt - 398,920 Gain on settlement of liabilities - ( 290,000 ) Amortization of debt discount - 60,844 Prepaid expenses and other assets ( 4,575 ) ( 4,335 ) Accounts payable ( 10,502 ) 16 Accrued expenses 155,662 296,531 Net Cash used in Operating Activities ( 825,240 ) ( 440,263 ) Financing Activities Proceeds from issuance of common stock and warrants 805,000 850,000 Proceeds from issuance of notes payable, related party - 180,950 Repayment of notes payable, related party ( 50,000 ) ( 35,000 ) Net Cash provided by Financing Activities 755,000 995,950 Net Change in Cash and Cash Equivalents ( 70,240 ) 555,687 Cash and Cash Equivalents at Beginning of Period 329,860 553 Cash and Cash Equivalents at End of Period $ 259,620 $ 556,240 Supplemental disclosure of cash flow information: Cash paid for interest $ 150,000 $ - Cash paid for income taxes $ - $ - Non Cash Financing & Investing Activities, and Other Disclosures Issued warrants as debt issuance costs $ - $ 114,697 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 31, 2024 (1) BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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, 2024, which was filed with the SEC on July 1, 2024. The results from operations for the three- and nine-month period ended December 31, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2025. 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 December 31, 2024, and for all periods presented herein have been made. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates. Organization and Nature of Operations Sundance Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance Strategies”, “the Company”, “we” or “our”). Our historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part 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.” During the latter part of the fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional services to specialty structured finance groups, bond issuers and life settlement aggregators. The Company has now assembled an experienced team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional services provider, the Company applies industry best practices to advise on the selection of specific portfolios of life insurance policies that are tailored to meet the needs of its clients. The Company’s clients may include bond issuers, bond investors, 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. 7 The Company has developed an additional business offering 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 provides current and ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts. In its advisory role, the Company is reimbursed for all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired. Significant Accounting Policies There have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Company’s most recent Form 10-K, except as discussed below. Basic and Diluted Net Income (Loss) Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the three- and nine-months ended December 31, 2024, or 2023, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of December 31, 2024, and 2023, are comprised of warrants convertible into 14,203,573 and 12,008,544 shares of common stock, respectively. New Accounting Pronouncements The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. (2) LIQUIDITY REQUIREMENTS Since 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 December 31, 2024, the Company had $ 259,620 of cash assets, compared to $ 329,860 as of March 31, 2024. As of December 31, 2024, the Company had access to draw an additional $ 4,265,942 on the notes payable, related party (see Note 5) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 6). For the nine months ended December 31, 2024, the Company’s average monthly operating expenses were approximately $ 56,000 , which includes salaries of the Company’s employee, 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 $ 200,000 and $ 105,000 were incurred during the nine months ended December 31, 2024, and 2023, respectively. As management continues to explore additional financing alternatives, beginning January 1, 2025, the Company is expected to spend up to an additional $ 300,000 on these efforts. Outstanding Accounts Payable as of December 31, 2024, totaled $ 437,360 . Management has concluded that its existing capital resources and availability under its existing 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 February 2026. 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. The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. 8 (3) FAIR VALUE MEASUREMENTS As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values. Those levels of input are summarized as follows: ● Level 1: Quoted prices in active markets for identical assets and liabilities. ● Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. ● Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The 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, 2024, and 2023. The Company issues warrants from time to time (see Note 7), which fair value is calculated using Level 3 inputs. Other Financial Instruments The Company’s recorded values of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of the notes payable and convertible debenture approximate the fair values as the interest rate approximates market interest rates. (4) NOTES PAYABLE On April 6, 2021, the Company borrowed $ 300,000 under an unsecured promissory note with Satco International, Ltd. This promissory note bears interest at a rate of 8 % annually and was due 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, which are now expired. Since the original note date, the unsecured promissory note with Satco International, Ltd. has been amended through a series of amendments to extend the due date from April 6, 2023, to August 31, 2025 (see note 8), 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 6). As of December 31, 2024, accrued interest on the note totaled $ 89,753 . 9 (5) NOTES PAYABLE, RELATED PARTY As of December 31, 2024, and March 31, 2024, the Company had borrowed $ 3,290,058 , and $ 3,340,058 , respectively, excluding accrued interest, from related parties. Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $ 986,871 and $ 11,925 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2024, and March 31, 2024, respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 477,077 and $ 1,357,738 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2024, and March 31, 2024, respectively. Related Party Promissory Notes As of both December 31, 2024, and March 31, 2024, the Company owed $ 826,000 , exclusive of accrued interest, under the unsecured promissory notes from Mr. Dickman. The promissory notes bear interest at a rate of 8 % annually. On January 26, 2024, as per the provision outlined in Note 7, Mr. Dickman agreed to extend the unsecured promissory note to November 30, 2025. The Company agreed to provide Mr. Dickman with warrants to purchase 563,000 shares of common stock (see Note 8). During the nine months ended December 31, 2024, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of December 31, 2024, accrued interest on the notes totaled $ 479,120 . In the event 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 3,196,332 as of December 31, 2024 (See Note 7 for further details on these warrants). On July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction with the Company borrowing $ 50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC. The promissory note bore interest at a rate of 8 % annually. After a series of amendments, on July 2, 2024, the company fully repaid the principal and interest due on this note, totaling $ 63,200 . Related Party Note Payable and Line of Credit Agreements As of December 31, 2024, and March 31, 2024, the Company owed $ 1,304,550 , 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 December 31, 2024, the agreement allowed for borrowings of up to $ 4,600,000 . After an extension on the due date of this note payable subsequent to quarter end (see note 8) the note payable has a due date of the principal and interest on the note of November 30, 2026, 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 nine months ended December 31, 2024, the Company did not borrow and made no repayments of principal on this agreement. As of December 31, 2024, accrued interest on this note totaled $ 477,077 . The total number of warrants issued to the related party lender was 4,418,225 as of December 31, 2024 (see Note 7 for further details on these warrants). As of December 31, 2024, and March 31, 2024, the Company owed $ 1,159,508 , exclusive of accrued interest, 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 of 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 and is collateralized by the Company’s NIBS, if any. During the nine months ended December 31, 2024, the Company did not borrow and made no repayments of principal on this agreement. As of December 31, 2024, accrued interest on this agreement totaled $ 507,751 . The total number of warrants issued to the related party lender was 3,229,016 as of December 31, 2024 (see Note 7 for further details on these warrants). As of December 31, 2024, there was no unamortized debt discount on related party notes payable. 10 (6) CONVERTIBLE DEBENTURE AGREEMENT The Company has entered into an 8 % convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $ 3,000,000 . The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $ 1.00 per share . The original maturity date was June 2, 2016 , but was later extended, through a series of extensions, to August 31, 2026 . As of December 31, 2024, and March 31, 2024, 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, 2024, and March 31, 2024. (7) STOCKHOLDERS’ EQUITY Common Stock Effective December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price to the Company of $ 0.05 per share. The Company has cancelled the acquired shares, which decreased the common shares outstanding. The total number of common shares canceled/retired was 8,000,000 , of which 6,000,000 shares were owned by a related party to the Company. The total liability related to the repurchase of these shares is $ 400,000 , with repayment to the related party stockholders contingent on a major financing event. $ 300,000 of the $ 400,000 liability is due to a related party. On 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. On September 20, 2023, the Company received subscription agreements from an investor, for 200,000 shares of common stock in conjunction with a purchase of 400,000 warrants to purchase shares of common stock. The proceeds from this transaction were $ 400,000 . On October 4, 2023, the Company received subscription agreements from three separate investors, for 650,000 shares of common stock in conjunction with a purchase of 1,300,000 warrants to purchase shares of common stock. The proceeds from this transaction were $ 650,000 . Between June 18, 2024, and July 10, 2024, the Company received subscription agreements from seven separate investors, for 805,000 shares of common stock in conjunction with a purchase of 1,610,000 warrants to purchase shares of common stock. The proceeds from these transactions were $ 805,000 . Warrants to Purchase Common Stock The Company’s related party lenders consist of: 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 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. 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. During the nine months ended December 31, 2024, the Company issued no new warrants to the Chairman of the Board of Directors, Radiant Life, LLC or Mr. Dickman in conjunction with an extension of the maturity dates during the period per the terms outlined above (see note 8). Between June 18, 2024, and July 10, 2024, the Company issued 1,610,000 warrants to equity investors, which vested immediately and expire 5 years from the date of issuance, in conjunction with a purchase of 805,000 shares of the Company’s common stock. The exercise price of these warrants was $ 0.35 . 11 During the nine months ended December 31, 2024, 1,450,000 warrants that had been previously issued expired. Of these warrants, 1,000,000 had an exercise price of $ 1.00 and were issued in 2021 in association with the unsecured promissory note agreement that the Company has in place with Satco International, and 450,000 had an exercise price of $ 0.05 and were issued in 2019 in association with the extension of notes payable to Mr. Dickman. SCHEDULE OF WARRANT OUTSTANDING Number of Warrants Weighted Average Exercise Price ($) Outstanding at March 31, 2024 14,043,573 0.75 Granted to investors for cash 1,610,000 0.35 Expired ( 1,450,000 ) 0.71 Outstanding at December 31, 2024 14,203,573 0.71 Exercisable at December 31, 2024 14,203,573 0.71 The following table summarizes the warrants issued and outstanding as of December 31, 2024: SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING Exercise Price ($) Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised 0.05 3,258,754 3,258,754 0.53 $ 162,939 0.35 3,310,000 3,310,000 4.12 1,158,500 0.41 2,035,029 2,035,029 4.08 1,467,627 1.05 5,049,790 5,049,790 2.73 5,302,280 2.00 50,000 50,000 1.59 100,000 5.00 500,000 500,000 2.07 2,500,000 14,203,573 14,203,573 $ 10,691,346 The shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock. (8) SUBSEQUENT EVENTS On January 3, 2025, the Company agreed to amend the 8 % convertible debenture agreement with Satco International, Ltd. (see Note 4) to extend the due date and conversion rights from November 30, 2024 to August 31, 2026 . Between January 7, 2025, and February 3, 2025, 1,252,000 warrants that had been previously issued expired. Of these warrants, 500,000 were issued in 2020 in association with the extension of notes payable to the Chairman of the Board of Directors and had an exercise price of $ 0.05 and 752,000 were issued in 2020 in association with monies borrowed on notes payable to Mr. Dickman and had an exercise price of $ 0.05 . On January 26, 2025, the Company negotiated with the Chairman of the Board of Directors to extend the due date of the notes payable and line of credit to November 30, 2026 . In conjunction with this note extension the Company issued 1,544,550 warrants to the Chairman of the Board of Directors (see Note 4). The exercise price of these warrants was $ 0.41 . 12