What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-02-17 · 191 added, 224 removed, 204 unchanged (67% of the section changed)

18 unchanged sentences

Accrued expenses

Notes payable

Notes payable, related parties, net of current portion

Notes payable, net of current portion

Total Long-Term Liabilities

2 unchanged sentences

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

- 0 - shares issued and outstanding

- 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 2025;

43,063,441 shares issued and

outstanding as of June 30, 2026;

and March 31, 2026

7 unchanged sentences

Total Liabilities and Stockholders’ Deficit

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

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

STRATEGIES, INC.

1 unchanged sentence

Statements of Operations

Three Months Ended December 31,

Nine Months Ended December 31,

Income from Investments

Three Months Ended June 30,

General and Administrative Expenses

Loss from Operations

Other Income (Expense)

Other Expenses

Loss on extinguishment of debt

Interest expense

Financing expense

Total Other Income (Expense)

Total Other Expenses

Loss Before Income Taxes

$ ( 213,145 )

Income Tax Provision (Benefit)

$ ( 607,994 )

$ ( 260,993 )

$ ( 1,019,322 )

$ ( 965,825 )

Loss per share:

1 unchanged sentence

Weighted average shares outstanding - basic and diluted

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

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

STRATEGIES, INC.

5 unchanged sentences

$ ( 6,303,108 )

Common stock and warrants issued for cash

Warrants issued in connection to extinguishment of debt

Balance, June 30, 2025

1 unchanged sentence

$ ( 6,522,591 )

Common stock and warrants issued for cash

Balance, September 30, 2024

$ ( 37,601,698 )

$ ( 5,839,757 )

Balance, December 31, 2024

$ ( 37,862,691 )

$ ( 6,100,750 )

Stockholders’

2 unchanged sentences

$ ( 7,124,022 )

Warrants issued in connection to extinguishment of debt

Balance, June 30, 2025

$ ( 39,108,242 )

$ ( 6,522,591 )

Balance, September 30, 2025

$ ( 39,298,862 )

$ ( 6,713,211 )

$ ( 39,298,862 )

$ ( 6,713,211 )

Warrants issued in connection with debt issuances

Balance, December 31, 2025

$ ( 39,519,570 )

$ ( 6,930,837 )

Balance, June 30, 2026

$ ( 40,527,357 )

$ ( 7,320,050 )

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

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

STRATEGIES, INC.

1 unchanged sentence

Statements of Cash Flows

Nine Months Ended December 31,

Three Months Ended June 30,

Operating Activities

10 unchanged sentences

Financing Activities

Proceeds from issuance of common stock and warrants

Proceeds from issuance of notes payable, related party

Repayment of notes payable, related party

Proceeds from issuance of notes payable

Net Cash provided by Financing Activities

7 unchanged sentences

Warrants issued in connection with debt issuances

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

Warrants issued in connection to extinguishment of debt

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”)

regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the Company.

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, 2025, which was filed with the SEC on June 30, 2025.

The results from operations for the three and nine

month periods ended December 31, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ended March

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, 2025, and for all periods presented

herein have been made.

accompanying unaudited 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 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, 2026, which was filed with the SEC on June 29, 2026.

The results from operations for the three month period ended June 30, 2026, are not necessarily indicative of the results that may

be expected for the fiscal year ended March 31, 2027.

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, 2026, and for all periods presented herein have been made.

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

28 unchanged sentences

Accounting Policies

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.

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.

and Diluted Net Income (Loss) Per Common Share

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, 2025, or 2024, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of December 31, 2025, and 2024, are comprised of warrants convertible into 14,126,255

and 14,203,573 shares of common stock, respectively.

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.

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 months ended June 30, 2026, or 2025,

because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2026, or 2025, are comprised of

warrants convertible into 18,405,002

and 15,645,631

shares of common stock, respectively.

Accounting Pronouncements

4 unchanged sentences

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 December 31, 2025, the Company had $ 40,287

of cash assets, compared to $ 168,648 as of March 31, 2025.

As of December 31, 2025, the Company had access to draw an additional $ 115,000

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, 2026, the Company had

$ 16,933 of cash

assets, compared to $ 32,035

as of March 31, 2026.

As of June 30, 2026, the Company had access to draw an additional $ 55,000

on notes payable (see Note 4);

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, 2025, the Company’s average monthly operating expenses were approximately

and $ 3,000,000

on the Convertible Debenture Agreement (see Note 6).

For the three months ended June 30, 2026, the Company’s average monthly

operating expenses were approximately $ 37,000 ,

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, in the Company’s pursuit of other debt

and equity financing opportunities, $ 15,000 and $ 200,000 were incurred during the nine months ended December 31, 2025, and 2024, respectively.

As management continues to explore additional financing alternatives, beginning January 1, 2026, the Company is expected to spend up

to an additional $ 300,000 on these efforts.

Outstanding Accounts Payable as of December 31, 2025, totaled $ 445,537 .

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 2027.

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.

As management continues to explore additional financing alternatives, beginning July 1,

2026, the Company is expected to spend up to an additional $ 300,000

on these efforts.

Outstanding Accounts Payable as of June 30, 2026, totaled $ 452,818 .

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 August 2027.

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

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 three months ended December 31, 2025, and 2024.

the three months ended June 30, 2026, and 2025.

Company issues warrants from time to time (see Note 7), which fair value is calculated using Level 3 inputs.

5 unchanged sentences

NOTES PAYABLE

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

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 expired 3

years from the date of the promissory note.

Since the original note date, the unsecured promissory note with Satco International,

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

6, 2023 , to August

31, 2026 , 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.

shares of common stock, exercisable at $ 1.00 per share and expired 3 years from the date of the promissory note.

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 August 31 2026 , to August 31, 2027 , or at the immediate time when alternative financing or other proceeds are received.

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, 2025, and

March 31, 2025, accrued interest on the note totaled $ 113,753 , and $ 95,671 , respectively .

September 30, 2025, the Company executed an unsecured promissory note with a shareholder.

This promissory note bears interest at a

rate of 7.5 %

As of June 30, 2026,

and March 31, 2026, accrued interest on the note totaled $ 125,656 , and $ 119,671 respectively.

September 30, 2025, the Company executed a secured promissory note with a shareholder.

This promissory note bears interest at a rate

annually, is due September

30, 2026 , functions as a line of credit ,

and has a credit limit of $ 300,000 .

As of December 31, 2025, the company has borrowed $ 185,000 and accrued interest on the

note totaled $ 2,437 .

30, 2026 , functions as a line of credit, and has a credit limit of $ 300,000 .

As of June 30, 2026, the company has borrowed $ 245,000

and accrued interest on the note totaled $ 11,093 , and as of March 31, 2026, the company had borrowed $ 245,000 and accrued interest on the note totaled $ 6,512 .

NOTES PAYABLE, RELATED PARTY

of December 31, 2025, and March 31, 2025, the Company had borrowed $ 3,298,747 , and 3,290,058 , respectively, excluding accrued interest,

from related parties.

of June 30, 2026 and March 31, 2026, the Company had borrowed $ 3,378,747 , and $ 3,298,747 , 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 $ 504,608 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2025, and March 31, 2025, respectively.

of $ 1,348,189 and $ 0 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2026 and March 31, 2026, respectively.

Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 623,735 and

$ 1,040,070 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2025, and March 31, 2025, respectively.

$ 1,883,971 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2026 and March 31, 2026, respectively.

Party Promissory Notes

of both December 31, 2025, and March 31, 2025, the Company owed $ 826,000 ,

exclusive of accrued interest, under the unsecured promissory notes from Mr.

The promissory notes bear interest at a rate of

Subsequent to quarter end, as per the provision outlined in Note 7, Mr.

Dickman agreed to extend the unsecured promissory note

30, 2027 (see Note 8).

During the nine months

ended December 31, 2025, the Company neither borrowed any additional funds under this agreement nor made any principal repayments.

of December 31, 2025, accrued interest on the notes totaled $ 585,634 .

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

total number of warrants issued to the related party lender was 1,994,332

as of December 31, 2025 (See Note 7 for further details on

these warrants).

of both June 30, 2026, and March 31, 2026, the Company owed $ 826,000 , exclusive of accrued interest, under the unsecured promissory notes

The promissory notes bear interest at a rate of 8 % annually.

The unsecured promissory has a due date of the principal

and interest on the note of April 30, 2027 , or at the immediate time when alternative financing or other proceeds are received.

the three months ended June 30, 2026, the Company neither borrowed any additional funds under this agreement nor made any principal repayments.

As of June 30, 2026, accrued interest on the notes totaled $ 642,116 .

The total number of warrants issued to the related party lender

was 3,160,332 as of June 30, 2026 (See Note 7 for further details on these warrants).

Party Note Payable and Line of Credit Agreements

of December 31, 2025, and March 31, 2025, the Company owed $ 1,304,550 , exclusive of accrued interest, under the note payable and line

of credit agreement with Kraig T.

of June 30, 2026, and March 31, 2026, the Company owed $ 1,354,550 and $ 1,304,550 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 December 31, 2025, the agreement

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

The note payable has a due date of the principal and interest on the note of May 31, 2028,

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, 2025, the Company did not borrow and made no repayments of principal

on this agreement.

As of December 31, 2025, accrued interest on this note totaled $ 574,918 .

The total number of warrants issued to the

related party lender was 4,255,775 as of December 31, 2025 (see Note 7 for further details on these warrants).

of December 31, 2025, and March 31, 2025, the Company owed $ 1,168,197 , 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 May 31, 2027, 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, 2025, the Company

did borrowed $ 8,689 and made no repayments of principal on this agreement.

As of December 31, 2025, accrued interest on this agreement totaled

The total number of warrants issued to the related party lender was 4,066,148 as of December 31, 2025 (see Note 7 for further

details on these warrants).

of December 31, 2025, there was $ 2,312 debt discount on related party notes payable.

As of June 30,

2026, the agreement allowed for borrowings of up to $ 4,600,000 .

The note payable has a due date of the principal and interest on the

note of May 31, 2028, 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 three months ended June 30, 2026, the Company borrowed $ 50,000 and made

no repayments of principal on this agreement.

As of June 30, 2026, accrued interest on this note totaled $ 623,735 .

The total number of

warrants issued to the related party lender was 6,020,325 as of June 30, 2026 (see Note 7 for further details on these warrants).

of June 30, 2026, and March 31, 2026, the Company owed $ 1,198,197 and $ 1,168,197 respectfully, 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

May 31, 2027, 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, 2026, the Company borrowed $ 30,000 and made no repayments of principal on this agreement.

As of June 30, 2026, accrued interest

on this agreement totaled $ 706,074 .

The total number of warrants issued to the related party lender was 5,414,345 as of June 30, 2026

(see Note 7 for further details on these warrants).

of June 30, 2026, there was $ 14,321 debt discount on related party notes payable.

CONVERTIBLE DEBENTURE AGREEMENT

8 unchanged sentences

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

During the three and nine months ending December 31, 2025, and 2024, the Company did not borrow and made no repayments of principal

on this agreement.

As of December 31, 2025, and March 31, 2025, 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, 2025, and March

During the three months ending June 30, 2026, and 2025, the Company did not borrow and made no repayments of principal on this

As of June 30, 2026, and March 31, 2026, 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, 2026, and March 31, 2026.

STOCKHOLDERS’ EQUITY

6 unchanged sentences

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

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.

Between September 20, 2023, and July 10, 2024,

the Company received subscription agreements from ten separate investors, for 1,655,000 shares of common stock in conjunction with a

purchase of 3,310,000 warrants to purchase shares of common stock.

The proceeds from these transactions were $ 1,655,000 .

to Purchase Common Stock

Company’s related party lenders consist of:

Kraig Higginson, the Chairman of the Board of Directors and a stockholder, Radiant

Life, LLC, and Mr.

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), for extensions occurring after March 31, 2024, 20,000 warrants per month the due date is extended

plus 1 warrant for every $1 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 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 nine months ended December 31, 2025, the Company issued Radiant Life, LLC 1,399,508 warrants

in conjunction with an extension of the maturity dates of notes payable, and 17,378 warrants related to a draw on the line of

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 for borrowings occurring on or before March 31, 2024:

10,000 warrants per month the due date is extended plus one warrant for every $2 of the principal balance outstanding (not including

interest) at the time of the extension (rounded to the nearest whole warrant).

For borrowings occurring after March 31, 2024, the formula

has been adjusted to the following:

20,000 warrants per month the due date is extended plus one warrant for every $1 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 lenders 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.

the three months ended June 30, 2026, the Company issued Radiant Life, LLC 60,000

warrants related to a draw on the line of credit.

The exercise price of these warrants was $ 0.20 .

The value of the warrants on the date of grant related to the note extension, as calculated by the Black-Scholes-Merton valuation

model was $ 388,511 .

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

share, a risk-free of 3.81 %,

The value of the warrants on the date of grant related to the draw on the line of credit, as calculated by the Black-Scholes-Merton

valuation model was $ 8,188 .

The inputs used in this calculation included an expected term of five years , fair value of the underlying common stock of $ 0.20

per share, a risk-free rate of 4.12 %,

volatility of 83.03 %,

and a dividend rate of 0 %.

The fair value of these warrants was allocated on a relative fair value basis under ASC 470 to arrive at a debt discount, the unamortized

debt discount relating to these warrants is $ 4,824 as of June 30, 2026.

the three months ended June 30, 2026, the Company issued Kraig Higginson 100,000

warrants related to a draw on the line of credit.

The exercise price of these warrants was $ 0.20 .

The value of the warrants on the date of grant related to the draw on the line of credit, as calculated by the Black-Scholes-Merton

valuation model was $ 13,588 .

The inputs used in this calculation included a fair value of the underlying common stock of $ 0.409 per share,

a risk-free of 3.78 %, volatility of 81.58 %, and a dividend rate of 0 %.

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 .

the nine months ended December 31, 2025, 1,786,754 warrants expired.

These warrants were issued in 2020 in association with monies loaned

to the Company by the Chairman of the Board of Directors, and when a related party investor extended a note payable.

These warrants had

an exercise price of $ 0.05 .

the year ended March 31, 2025, 2,702,000 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, 450,000 had an exercise price of $ 0.05 and were issued in 2019 in association with the extension of notes payable

Dickman, 702,000 had an exercise price of $ 0.05 and were issued in 2020 in association with monies loaned to the Company by Mr.

Dickman, and 500,000 had an exercise price of $ 0.05 and were issued in 2020 in association with the extension of notes payable to the

Chairman of the Board of Directors.

The inputs used in this calculation included an expected term of five years , fair value of the underlying common stock of $ 0.20

per share, a risk-free rate of 4.18 %,

volatility of 82.37 %,

and a dividend rate of 0 % .

The fair value of these warrants was allocated on a relative fair value basis under ASC 470 to arrive at a debt discount,

the unamortized debt discount relating to these warrants is $ 9,497 as of June 30, 2026.

the three months ended June 30, 2025, the Company issued Radiant Life, LLC 1,399,508

warrants in conjunction with an extension of the maturity dates of notes payable.

The exercise price of these warrants was $ 0.41 .

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 388,511 .

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

per share, a risk-free rate of 3.81 %,

volatility of 82.79 %,

and a dividend rate of 0 %.

SCHEDULE OF WARRANT OUTSTANDING

Weighted Average

Exercise Price ($)

Number of Warrants

Weighted Average Exercise Price ($)

Outstanding at March 31, 2025

1 unchanged sentence

Outstanding at March 31, 2026

( 1,786,754 )

Outstanding at December 31, 2025

following table summarizes the warrants issued and outstanding as of December 31, 2025:

Outstanding at June 30, 2026

the year ended March 31, 2026, 5,535,633 warrants were issued.

These warrants were issued in association with monies loaned to the company

by a related party, and when the Chairman of the Board of Directors and related party investors extended notes payable.

These warrants

had an exercise price of $ 0.41 .

the year ended March 31, 2026, 1,786,754 warrants expired.

These warrants were issued in 2020 in association with monies loaned to the

Company by the Chairman of the Board of Directors, and when the Chairman of the Board of Directors and a related party investor extended

notes payable.

These warrants had an exercise price of $ 0.05 .

following table summarizes the warrants issued and outstanding as of June 30, 2026:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

Exercise Price ($)

Weighted Average

Remaining Contractual

Proceeds to Company

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

1 unchanged sentence

SUBSEQUENT EVENTS

January 8, 2026, 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 May 31, 2028 .

In conjunction with this note extension the Company issued 1,664,550 warrants to the Chairman of the Board

of Directors (see Note 4).

The exercise price of these warrants was $ 0.41 , these warrants have a cashless exercise option, and these warrants expire in 5 years from the issue date.

January 14, 2026, the Company negotiated with Mr.

Dickman and Radiant Life, LLC to extend the due date of the notes payable and lines

of credit to April 30, 2027 , and May 31, 2027 , respectively.

In conjunction with these note extensions, the Company issued 1,166,000

and 1,288,197 warrants, respectively (see Note 4).

The exercise price of these warrants was $ 0.41 , these warrants have a cashless exercise

option, and these warrants expire in 5 years from the issue date.

August 2 and 12, 2026, subsequent to quarter end, 60,000 of the company’s warrants to purchase shares of common stock expired without

being exercised.

These warrants were issued in 2021 in association with monies loaned to the Company by the Chairman of the Board of

Directors and a stockholder, Radiant Life, LLC.

These warrants had an exercise price of between $ 0.05 and $ 2.00 .

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