What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-02-14 · 140 added, 178 removed, 253 unchanged (56% of the section changed)

Financial Statements (Unaudited)

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Balance Sheets

Balance Sheets

Current Assets

13 unchanged sentences

Accrued expenses

Notes payable, related parties, net of current portion

Notes payable

Notes payable, related parties, net of current portion

Notes payable

Total Long-Term Liabilities

2 unchanged sentences

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

- 0 - shares issued and

- 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

43,063,441 shares issued and outstanding as of June, 30 2025;

and March, 31 2025

Additional paid-in capital

7 unchanged sentences

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

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Statements of Operations

Three Months Ended December 31,

Nine Months Ended December 31,

Statements of Operations

Three Months Ended June 30,

Income from Investments

3 unchanged sentences

Loss on extinguishment of debt

Gain on settlement of liabilities

Interest expense

5 unchanged sentences

$ ( 436,429 )

$ ( 965,825 )

$ ( 902,239 )

Loss per share:

2 unchanged sentences

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

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended December 31, 2024 and 2023

Statements of Stockholders’ Deficit

Stockholders’

2 unchanged sentences

$ ( 5,939,925 )

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

Balance, June 30, 2023

$ ( 35,400,067 )

$ ( 5,899,468 )

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

Balance, September 30, 2023

$ ( 35,601,051 )

$ ( 5,859,467 )

Common stock and warrants issued for cash

Balance, December 31, 2023

Balance, June 30, 2024

$ ( 37,333,295 )

4 unchanged sentences

$ ( 6,303,108 )

Common stock and warrants issued for cash

Balance, June 30, 2024

$ ( 38,500,248 )

$ ( 6,303,108 )

Common stock and warrants issued for cash

Balance, September 30, 2024

$ ( 37,601,698 )

$ ( 5,839,757 )

$ ( 37,601,698 )

$ ( 5,839,757 )

Balance, December 31, 2024

Warrants issued in connection to extinguishment of debt

Balance, June 30, 2025

$ ( 39,108,242 )

3 unchanged sentences

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

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

Nine Months Ended December 31,

Statements of Cash Flows

Three Months Ended June 30,

Operating Activities

3 unchanged sentences

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

3 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

Net Cash provided by Financing Activities

6 unchanged sentences

Non Cash Financing & Investing Activities, and Other Disclosures

Issued warrants as debt issuance costs

Warrants issued in connection to extinguishment of debt

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

11 unchanged sentences

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,

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 fiscal year ended March 31, 2025, which was filed with the SEC on June 30, 2025.

The results from operations for the three month

period ended June 30, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2026.

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, 2025, and for all periods presented herein have

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

53 unchanged sentences

Potentially dilutive securities are not included in the

calculation of diluted net loss per share for the three- and nine-months ended December 31, 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.

calculation of diluted net loss per share for the three months ended June 30, 2025, or 2024, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2025, and 2024, are comprised of warrants convertible into 15,645,631 and

12,008,544 shares of common stock, respectively.

Accounting Pronouncements

6 unchanged sentences

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

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.

As of June 30, 2025, the Company had $ 55,266 of cash

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

As of June 30, 2025, 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 three months ended

June 30, 2025, the Company’s average monthly operating expenses were approximately $ 45,000 , which includes salaries of the Company’s

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

to the monthly operating expenses, in the Company’s pursuit of other debt and equity financing opportunities, $ 0 and $ 155,000 were

incurred during the three months ended June 30, 2025, and 2024, respectively.

As management continues to explore additional financing

alternatives, beginning July 1, 2025, the Company is expected to spend up to an additional $ 300,000 on these efforts.

Outstanding Accounts

Payable as of June 30, 2025, totaled $ 448,988 .

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 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.

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

16 unchanged sentences

Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during

the nine months ended December 31, 2024, and 2023.

the three months ended June 30, 2025, and 2024.

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

6 unchanged sentences

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,

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.

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, 2026 (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

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

As of June 30, 2025, accrued interest on the note totaled $ 101,655 .

NOTES PAYABLE, RELATED PARTY

of December 31, 2024, and March 31, 2024, the Company had borrowed $ 3,290,058 , and $ 3,340,058 , respectively, excluding accrued interest,

of June 30, 2025, and March 31, 2025, 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.

of $ 530,898 and $ 504,608 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2025, and March 31, 2025, respectively.

Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,096,516 and

$ 1,357,738 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2024, and March 31, 2024, respectively.

$ 1,040,070 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2025, and March 31, 2025, respectively.

Party Promissory Notes

of both December 31, 2024, and March 31, 2024, the Company owed $ 826,000 , exclusive of accrued interest, under the unsecured promissory

of both June 30, 2025, and March 31, 2025 ,

the Company owed $ 826,000 , exclusive of accrued interest, under the unsecured promissory

notes from Mr.

5 unchanged sentences

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).

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 .

During the three months ended June 30, 2025 ,

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

As of June 30, 2025 ,

accrued interest on the notes totaled $ 530,898 .

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 1,994,332 as of June 30, 2025 (See Note 7 for further details on these warrants).

Party Note Payable and Line of Credit Agreements

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.

of June 30, 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.

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.

nine months ended December 31, 2024, the Company did not borrow and made no repayments of principal on this agreement.

As of December

As of June 30, 2025 , the agreement allowed for borrowings of up to $ 4,600,000 .

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.

note payable and line of credit agreement incurs interest at 7.5 % per annum.

During the three months ended June

30, 2025, the Company did not borrow and made no repayments of principal on this agreement.

30, 2025 , accrued interest on this note totaled $ 525,595 .

The total number of warrants issued to the related party lender was

as of December 31, 2024 (see Note 7 for further details on these warrants).

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).

of December 31, 2024, there was no unamortized debt discount on related party notes payable.

5,212,775 as of June 30, 2025 (see Note 7 for further details on these warrants).

of June 30, 2025, and March 31, 2025, 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, 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 and is collateralized by the Company’s NIBS, if any.

During the three months ended June 30, 2025, the Company

did not borrow and made no repayments of principal on this agreement.

As of June 30, 2025, accrued interest on this agreement totaled

The total number of warrants issued to the related party lender was 4,628,524

as of June 30, 2025 (see Note 7 for further details on these warrants).

of June 30, 2025, there was no unamortized 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

As of December 31, 2024, and March 31, 2024, the Company owed $ 0 under the agreement, excluding accrued interest.

During the three months ending June 30, 2025, and 2024, the Company did not borrow and made no repayments of principal on this

As of June 30, 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, 2024, and March 31, 2024.

interest of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2025, and March 31, 2025.

STOCKHOLDERS’ EQUITY

8 unchanged sentences

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 .

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.

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 .

10 unchanged sentences

due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension

(rounded to the nearest whole warrant) .

Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar

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

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

the nine months ended December 31, 2024, the Company issued no new warrants to the Chairman of the Board of Directors, Radiant Life,

Dickman in conjunction with an extension of the maturity dates during the period per the terms outlined above (see note 8).

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, 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.

(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 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 of 3.81 %,

volatility of 82.79 %,

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 three months ended June 30, 2025, 250,000 warrants expired.

These warrants were issued in 2020 in association with monies loaned

to the Company by the Chairman of the Board of Directors.

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.

SCHEDULE OF WARRANT OUTSTANDING

2 unchanged sentences

Outstanding at March 31, 2024

Granted to investors for cash

( 2,702,000 )

Outstanding at December 31, 2024

Exercisable at December 31, 2024

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

Outstanding at March 31, 2025

Outstanding at June 30, 2025

following table summarizes the warrants issued and outstanding as of June 30, 2025:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

2 unchanged sentences

Warrants Exercisable

Weighted Average Remaining Contractual

Weighted Average Remaining Contractual Life (Years)

Proceeds to Company if Exercised

2 unchanged sentences

SUBSEQUENT EVENTS

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 .

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 .

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 .

Company has evaluated subsequent events through August 13 , 2025, the date of these financial statements.

Based on this evaluation, management

has determined that there are no events or transactions that have occurred subsequent to the balance sheet date that would require disclosure

in these financial statements.

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