What changed in this filing

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Item 1. Business

2021-06-29 compared with 2020-08-11 · 202 added, 223 removed, 33 unchanged (93% of the section changed)

Organizational

Express, Inc., was organized under the laws of the State of Nevada on December 14, 2001, for the purpose of selling coffee and

other related items to the general public from retail coffee shop locations.

These endeavors ceased in 2006, and it had no material

business operations from 2006 until March of 2013.

On March 29, 2013, the Company, its newly formed and wholly-owned subsidiary,

Anew Acquisition Corp., a Utah corporation (“Merger Sub”), and ANEW LIFE, INC., a Utah corporation (“ANEW LIFE”),

executed and delivered an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub merged

with and into ANEW LIFE, ANEW LIFE was the surviving company under the merger and became a wholly-owned subsidiary of the Company

on the closing of the merger (the “Merger”).

On April 17, 2013, the Company filed a Certificate of Amendment with

the Secretary of State of the State of Nevada to change its name from “Java Express, Inc.”

to “Sundance Strategies,

Sundance Strategies, Inc.

Express, Inc., was organized under the laws of the State of Nevada on December 14, 2001, for the purpose of selling coffee and other

related items to the general public from retail coffee shop locations.

These endeavors ceased in 2006, and it had no material business

operations from 2006 until March of 2013.

On March 29, 2013, the Company, its newly formed and wholly-owned subsidiary, Anew Acquisition

Corp., a Utah corporation (“Merger Sub”), and ANEW LIFE, INC., a Utah corporation (“ANEW LIFE”), executed and

delivered an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub merged with and into ANEW

LIFE, ANEW LIFE was the surviving company under the merger and became a wholly-owned subsidiary of the Company on the closing of the

merger (the “Merger”).

On April 17, 2013, the Company filed a Certificate of Amendment with the Secretary of State of the

State of Nevada to change its name from “Java Express, Inc.”

to “Sundance Strategies, Inc.”

Sundance Strategies,

is referred to as the Company, us or we.

are currently focused on the business of purchasing residual economic interests in a portfolio of life settlements.

A life settlement

is the sale of an existing life insurance policy to a third party for more than the policy’s cash surrender value, but less

than the face value of the policy benefit.

After the sale, the new policy holder will pay the premiums due on the policy until

maturity and then collect the settlement proceeds at maturity.

currently do not purchase or hold life settlement or life insurance policies but, rather, previously held a contractual right

to receive the net insurance benefits, or NIBs, from a portfolio of life insurance policies held by a third party (“the

Owners”

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.”

currently do not hold life settlement or life insurance policies but, rather, previously held a contractual right to receive the net

insurance benefits, or “NIBs”, from a portfolio of life insurance policies held by a third party (“the Owners”

or “the Holders”).

These NIBs represented an indirect, residual ownership interest in a portfolio of

individual life insurance policies and they allowed us to receive a portion of the settlement proceeds from such policies, after

expenses related to the acquisition, financing, insuring and servicing of the policies underlying our NIBs have been paid.

are not responsible for maintaining premiums or other expenses related to maintaining any underlying life settlement or life insurance

Ownership of the underlying life settlement or life insurance policies, and the related obligation to maintain such

policies, remains with the entity that holds such policies.

However, in the event of default of the owner, the Company may choose

to expend funds on premiums, interest and servicing costs to protect its interest in NIBs, though the Company has no legal responsibility

for these payments.

are generally sold by an entity that holds the underlying life settlement or life insurance policies, either directly or indirectly

through a subsidiary, such an entity being referred to herein as a “Holder.”

A Holder, either directly or through

a wholly owned subsidiary, purchases life insurance policies either from the insured or on the secondary market and aggregates

them into a portfolio of policies.

At the time of purchase, the Holder also (i) contracts with a service provider to manage the

servicing of the policies until maturity, (ii) consider purchasing mortality re-insurance (“MRI”) coverage under which

payments will be made to the Holder in the event the insurance policies do not mature according to actuarial life expectancies,

and (iii) arranges financing to cover the initial purchase of the insurance policies, the servicing of the life insurance policies

until maturity and the payment of the MRI premiums.

The financing obtained by the Holder for a portfolio of life settlement or

life insurance policies is secured by the insurance policies for which the financing was obtained.

After a Holder purchases policies,

aggregates them into a portfolio and arranges for the servicing, MRI coverage and financing, the Holder contracts to sell NIBs

related to the policies, which gives the holder of the NIBs the right to receive the proceeds from the settlement of the insurance

policies after all of the expenses related to such policies have been paid.

When an insurance policy underlying our NIBs comes

to maturity, the insurance proceeds are first used to pay expenses associated with such policy.

Once all of the expenses have

been paid, the Holder will retain a small percentage of the proceeds and then will pay the remaining insurance proceeds to us.

began purchasing NIBs during our fiscal year ended March 31, 2013.

These NIBs represented an indirect, residual ownership interest in a portfolio of individual life insurance

policies, and they allowed us to receive a portion of the settlement proceeds from such policies, after expenses related to the acquisition,

financing, insuring and servicing of the policies underlying our NIBs have been paid.

are generally sold by an entity that holds the underlying life settlement or life insurance policies, either directly or indirectly through

a subsidiary, such an entity being referred to herein as a “Holder.”

A Holder, either directly or through a wholly owned

subsidiary, purchases life insurance policies either from the insured or on the secondary market and aggregates them into a portfolio

At the time of purchase, the Holder also (i) contracts with a service provider to manage the servicing of the policies until

maturity, (ii) consider purchasing mortality re-insurance (“MRI”) coverage under which payments will be made to the Holder

in the event the insurance policies do not mature according to actuarial life expectancies, and (iii) arranges financing to cover the

initial purchase of the insurance policies, the servicing of the life insurance policies until maturity and the payment of the MRI premiums.

The financing obtained by the Holder for a portfolio of life settlement or life insurance policies is secured by the insurance policies

for which the financing was obtained.

After a Holder purchases policies, aggregates them into a portfolio and arranges for the servicing,

MRI coverage and financing, the Holder contracts to sell NIBs related to the policies, which gives the holder of the NIBs the right to

receive the proceeds from the settlement of the insurance policies after all of the expenses related to such policies have been paid.

When an insurance policy underlying our NIBs comes to maturity, the insurance proceeds are first used to pay expenses associated with

Once all of the expenses have been paid, the Holder will retain a small percentage of the proceeds and then will pay the

remaining insurance proceeds to us.

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.

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.

recently the Company began 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.

to March 31, 2021, the Company and US Capital Global Securities LLC, an affiliate of US Capital Global, entered into an arrangement wherein

the Company is the lead advisor and lead originator of tailored life insurance portfolios to be used in a life insurance-linked bond

offering (“bond offering”) of between $250 million to $500 million.

US Capital Global Securities LLC is the lead placement

agent and is marketing the bond offering on behalf of the issuer on a best efforts basis to qualified investors.

The Company has worked

with Egan Jones rating agency to obtain a minimum of BBB plus to an A minus rating on the bond offering.

This initial rating is based

upon a sample portfolio of life settlement assets similar to those expected to be utilized in the bond offering.

Once a percentage of

the bond offering is in escrow, then the actual life settlement portfolios will be purchased and held until the bond offering closes.

Once the final group of assets are assembled, then a final rating will be obtained.

The Company has engaged a licensed asset manager,

whose projected returns will be approved by the rating agency.

Important for the success of the bond is the treatment of the various

cash accounts that will support the bond.

The two primary accounts will be the Investment account and the Cash Reserve account.

accounts will represent approximately 40% of the total cash raised from the bond offering.

The Investment and Cash Reserve accounts are

projected to produce sufficient annual returns to support the cost associated to maintain the bonds.

A nationally recognized trust manager

has been engaged to ensure that all the workings of the bond are handled properly and timely.

An actuarial company has also been engaged

to provide the modeling needed for the rating agency, asset manager and bond issuer.

For services provided, the Company will receive

a fee upon the closing on the bond offering and will also hold a residual monetary right to cash flows from the life settlement assets

once the bond is retired.

Settlements Market

are a number of reasons a policy owner may choose to sell his or her life insurance policy.

The policy owner may no longer need

or want his or her policy, he or she may wish to purchase a different kind of insurance policy, premium payments may no longer

be affordable or the policy owner may need cash to fund healthcare or other expenses.

In particular, policy holders 65 years of

age and older and their families are faced with a variety of challenges as they seek to address their post-retirement financial

needs and selling one’s life insurance policy may provide a unique and valuable financial solution to such challenges.

the early 2000s through 2008, the market for newly originated life settlements grew from virtually no activity to a peak of an

estimated $12 billion of face value of U.S.

The policy owner may no longer need or want

his or her policy, he or she may wish to purchase a different kind of insurance policy, premium payments may no longer be affordable

or the policy owner may need cash to fund healthcare or other expenses.

In particular, policy holders 65 years of age and older and their

families are faced with a variety of challenges as they seek to address their post-retirement financial needs and selling one’s

life insurance policy may provide a unique and valuable financial solution to such challenges.

From the early 2000s through 2008, the

market for newly originated life settlements grew from virtually no activity to a peak of an estimated $12 billion of face value of U.S.

life settlement policies settled annually in 2007 and 2008.

Economic factors slowed

the growth in 2009, when an estimated $8 billion of face value of U.S.

life insurance was settled and growth has continued to

decline since that time.

According to a 2015 study done by the insurance research group Conning & Co., investors purchased

$1.7 billion worth of U.S.

life insurance face value in 2014, bringing its estimate of the total face value of life settlements

held at year end to just over $32 billion.

Looking ahead, however, Conning & Co.

projected steady growth in the amount of

face value available for life settlements, though it may take years to re-attract capital to pre-2009 levels to meet that supply.

Regardless, we believe that the supply of policies has the potential to increase over time due to the aging population and increased

awareness of the life settlement market as an alternative to allowing a policy to lapse for little or no value.

A report from

the AAP Life Settlement Market Update indicated that internal rates of return for life settlement transactions conducted in 2013

were in the high-teens.

Participants in the secondary life settlement market have included major insurance companies which have

purchased available pools of policies for their own investment, portfolio aggregators, private equity funds, and independent third-party

Business Model

Economic factors slowed the growth in 2009, when an estimated $8 billion

of face value of U.S.

life insurance was settled and growth has continued to decline since that time.

According to a 2015 study prepared

by the insurance research group Conning & Co., investors purchased $1.7 billion worth of U.S.

life insurance face value in 2014,

bringing its estimate of the total face value of life settlements held at year end to just over $32 billion.

Looking ahead, however,

Conning & Co.

projected steady growth in the amount of face value available for life settlements, though it may take years to re-attract

capital to pre-2009 levels to meet that supply.

Regardless, we believe that the supply of policies has the potential to increase over

time due to the aging population and increased awareness of the life settlement market as an alternative to allowing a policy to lapse

for little or no value.

A report from the AAP Life Settlement Market Update indicated that internal rates of return for life settlement

transactions conducted in 2013 were in the high-teens.

Participants in the secondary life settlement market have included major insurance

companies which have purchased available pools of policies for their own investment, portfolio aggregators, private equity funds, and

independent third-party investors.

Predictability

of Future Cash Flows .

Predictability of future cash flows is one of the biggest challenges facing companies engaged in

the life settlements industry.

If a Holder is not able to adequately predict future cash flows and does not continually have enough

cash to make a policy portfolio’s premium payments, the policies in the portfolio may lapse and we may lose our right to

receive the proceeds from the settlement of the policies at maturity.

Prediction of future cash flow requires the use of financial

models, which rely on various assumptions.

These assumptions include the amount and timing of projected net cash receipts, expected

maturity events, counter party performance risk, changes to applicable regulation of the investment, shortage of funds needed

to maintain the asset until maturity, changes in discount rates, life expectancy estimates and their relation to premiums, interest,

and other costs incurred, among other items.

These uncertainties and contingencies are difficult to predict and are subject to

future events that may impact our estimates and interest income.

As a result, actual results could differ significantly from those

If projections of life expectancies are wrong, Holders may be obligated to service the related insurance policies for

longer than expected, thereby increasing their costs and reducing the net insurance benefit available to us.

Predictability of future cash flows is one of the biggest challenges facing companies engaged in the life

settlements industry.

If a Holder is not able to adequately predict future cash flows and does not continually have enough cash to make

a policy portfolio’s premium payments, the policies in the portfolio may lapse and we may lose our right to receive the proceeds

from the settlement of the policies at maturity.

Prediction of future cash flow requires the use of financial models, which rely on various

These assumptions include the amount and timing of projected net cash receipts, expected maturity events, counter party

performance risk, changes to applicable regulation of the investment, shortage of funds needed to maintain the asset until maturity,

changes in discount rates, life expectancy estimates and their relation to premiums, interest, and other costs incurred, among other

These uncertainties and contingencies are difficult to predict and are subject to future events that may impact our estimates

and interest income.

As a result, actual results could differ significantly from those estimates.

If projections of life expectancies

are wrong, Holders may be obligated to service the related insurance policies for longer than expected, thereby increasing their costs

and reducing the net insurance benefit available.

a portion of the purchase price .

Financing a portion of the purchase price of a policy portfolio allows the Holder to

leverage its investment and create a larger and diversified policy portfolio.

When making an investment in a portfolio of life

insurance policies, a Holder utilizes actuarial tables to determine when the policies in the portfolio can be expected to come

However, the Holder assumes the risk that the policies in the portfolio will come to maturity later than was predicted

by the actuarial tables used at the time of purchase.

The life expectancies provided by the actuarial tables are based on actual

death rates in large populations of individuals with similar demographic characteristics.

Thus, the more policies underlying a

policy portfolio, the more reliable the use of actuarial tables becomes.

In other words, the larger the policy portfolio, the

more closely the underlying insureds would be expected to, on average, follow actuarial predictions and the lower the risk associated

with future cash flows will be.

Because we want predictability and stability in the cash flows generated by our NIBs, we have

only purchased NIBs where the Holder of the underlying policy portfolio has maximized its investment in the policy portfolios

by financing a portion of the purchase price.

premium payments .

Holding NIBs where the Holder of the policy portfolio has ensured its ability to pay policy premiums

by financing such premium payments and ensured the predictability of future cash flows by obtaining MRI provides us with a more

stable cash position and enables us to focus on long term growth.

Financing a portion of the purchase price of a policy portfolio allows the Holder to leverage

its investment and create a larger and diversified policy portfolio.

When making an investment in a portfolio of life insurance policies,

a Holder utilizes actuarial tables to determine when the policies in the portfolio can be expected to come to maturity.

Holder assumes the risk that the policies in the portfolio will come to maturity later than was predicted by the actuarial tables used

at the time of purchase.

The life expectancies provided by the actuarial tables are based on actual death rates in large populations

of individuals with similar demographic characteristics.

Thus, the more policies underlying a policy portfolio, the more reliable the

use of actuarial tables becomes.

In other words, the larger the policy portfolio, the more closely the underlying insureds would be expected

to, on average, follow actuarial predictions and the lower the risk associated with future cash flows will be.

Because of the general

uncertainty of maturity of life insurance policies, financing for their purchase and servicing has historically been difficult to secure.

The lender (the “Holders’

Lender”) has provided financing to the Holders to finance the purchase of the insurance policies.

We believe there are few lenders within this market.

Re-Insurance (MRI) Coverage .

Because of the uncertainty of maturity of insurance policies the Holders had, on occasion,

previously contracted with an insurance provider for MRI coverage.

We do not have a contract with the MRI provider and the MRI

provider has not provided any insurance to us but, rather, provided MRI coverage to the various Holders of life insurance policies

underlying our NIBs.

MRI coverage typically provides guaranteed cash flow based on the expected death benefits of the pool of

policies being insured calculated at the issuance of the coverage and thereby provides credit enhancement to any bank providing

financing to a Holder.

Because of the uncertainty of maturity of insurance policies the Holders had, on occasion, previously

contracted with an insurance provider for MRI coverage.

MRI coverage typically provides guaranteed cash flow based on the expected death

benefits of the pool of policies being insured calculated at the issuance of the coverage and thereby provides credit enhancement to

any bank providing financing to a Holder.

The term of the MRI policies is usually 15 years.

Any claims paid by the MRI to the Holder must be paid

back to the MRI provider out of death benefit proceeds from the pool of policies being insured when such death benefit proceeds

Any claims paid by the MRI to the Holder

must be paid back to the MRI provider out of death benefit proceeds from the pool of policies being insured when such death benefit proceeds

are eventually received.

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in the cash flows that would otherwise be more pronounced in the absence of the MRI coverage.

Any claim payment balances would

accrue interest, typically at a spread of 250 basis points over LIBOR, to the extent they remain outstanding.

The MRI coverage

is obtained by paying an MRI premium, typically at equal to 2% of the cumulative death benefit of the covered life insurance policies,

at the outset of the coverage and, depending on the specific terms of the MRI policy, possibly an additional premium amount at

a predetermined time during the effective coverage period (the “Commitment Fee”), which is typically 1% of the cumulative

death benefits of the covered policies.

The insurer under the MRI policy typically must approve the sale of any life insurance

policies covered by the MRI policy if such sale does not result in the full repayment of any outstanding recovery amounts.

is our understanding that there is only one MRI Provider.

While the MRI coverage is relatively expensive, we believe that insurance

policies underlying NIBs that are covered by MRI have less volatility, are more liquid and should achieve higher values for purposes

of financing and secondary market sales.

Any claim payment balances would accrue

interest, typically at a spread of 250 basis points over LIBOR, to the extent they remain outstanding.

The MRI coverage is obtained by

paying an MRI premium, typically at equal to 2% of the cumulative death benefit of the covered life insurance policies, at the outset

of the coverage and, depending on the specific terms of the MRI policy, possibly an additional premium amount at a predetermined time

during the effective coverage period (the “Commitment Fee”), which is typically 1% of the cumulative death benefits of the

covered policies.

The insurer under the MRI policy typically must approve the sale of any life insurance policies covered by the MRI

policy if such sale does not result in the full repayment of any outstanding recovery amounts.

It is our understanding that there is

only one MRI Provider.

While the MRI coverage is relatively expensive, we believe that insurance policies that are covered by MRI have

less volatility, are more liquid and should achieve higher values for purposes of financing and secondary market sales.

a policy portfolio’s premium payments gives a Holder additional cash needed to satisfy the premium obligations of its portfolio.

In addition, obtaining MRI increases the probability that the Holder will receive future cash flows in the event the underlying

insureds live longer than expected.

In addition, obtaining MRI increases the probability that the Holder will receive future cash flows in the event the underlying insureds

live longer than expected.

This combination provides the Holder with sufficient liquidity to stabilize its cash position.

and, in turn, increases the likelihood that we will receive the NIB we have purchased related to the Holder’s portfolio.

Settlement Financing Market

of the uncertainty of maturity of life insurance policies, financing for the purchase and servicing of life insurance policies

has historically been difficult to secure.

The lender (the “Holders’

Lender”) has provided financing to the

Holders to finance the purchase of the insurance policies underlying our NIBs.

To be clear, the Holders’

Lender does not

provide any financing to us but, rather, provides financing to the various Holders of life insurance policies underlying our NIBs.

We have no contract, arrangement or understanding with the Holders’

The Holders’

Lender contracts with the

Holders for financing to purchase the insurance policies underlying our NIBs.

We believe there are few lenders within this market.

The failure of the Holders’

Lender or other lenders to make loans to Holders may result in Holders’

inability to provide

NIBs to us for purchase and our business model of purchasing and holding NIBs will suffer substantially.

We do not have a direct

contractual relationship with the Holders’

loans from the original Holders’

Lender had a term of 4 to 5 years at an interest rate between 4.5% and 8% compounded quarterly

(12.1% in the event of default) and was secured by the life insurance policies owned by the Holder.

During October 2017, the entities

completed a refinancing of the loans that had matured.

The agreements were with a new senior lending facility who previously provided

MRI for the underlying policies.

Between May 2018 and July 2018, the Holders entered into agreements that completed a strict foreclosure

transaction that transferred the underlying life insurance policies relating to the Company’s NIBs to the lenders in full

satisfaction of the loan obligation.

NIB Purchasing Guidelines

objective is to acquire NIBs based on insurance policy portfolios that will produce returns in excess of the purchase, financing,

servicing and insuring costs incurred by the Holder and hold those NIBs to maturity.

Settlement Purchasing Guidelines as an Advisor

objective is to advise and assist entities as they acquire Life Insurance policies and portfolios that will produce returns in excess

of any and all purchase, financing, servicing and insuring costs incurred by the Holder.

The guidelines we generally follow regarding

the purchase of NIBs include:

the purchase of policies and portfolios include:

insured is 75 years old or older;

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Universal Life Insurance policies;

underlying insurance policies have qualified for financing that will cover at least four years of premiums following the date

on which we acquire the NIBs;

underlying insurance policies have qualified for financing that will cover at least four years of premiums;

policy must first be reviewed by the legal due diligence team of the lender providing financing for the acquisition and servicing

of the life insurance policies, second by the MRI company’s due diligence team and then finally approved by our due

diligence processes;

of the life insurance policies, second by the MRI company’s due diligence team and then finally approved by our due diligence

policies must qualify for MRI;

projected proceeds payable on each life insurance policy upon the death of the underlying insured are projected to exceed

the costs to service the life insurance policies, amounts due to creditors secured by such life insurance policy, such as

the Holders’

Lender or the MRI provider, other costs and fees incurred by the Holder and the percentage of the remaining

insurance benefit retained by the Holder before payment is made to us in satisfaction of our NIBs.

are not aware of any other company engaged in the business of buying NIBs.

However, we encounter significant competition in the

life settlements industry generally from numerous companies, including hedge funds, investment banks, secured lenders, specialty

life insurance finance companies and life insurance companies themselves who purchase life settlements.

Many of these competitors

have greater financial and other resources than we do and may have significantly lower cost of funds because they have greater

access to insured deposits or the capital markets.

Moreover, some of these competitors have significant cash reserves and can

better fund shortfalls in collections that might have a more pronounced impact on companies such as ours.

projected proceeds payable on each life insurance policy upon the death of the underlying insured are projected to exceed the costs

to service the life insurance policies, amounts due to creditors secured by such life insurance policy, such as the Holders’

Lender or the MRI provider, other costs and fees incurred by the Holder and the percentage of the remaining insurance benefit retained

by the Holder

encounter significant competition in the life settlements industry generally from numerous companies, including hedge funds, investment

banks, secured lenders, specialty life insurance finance companies and life insurance companies themselves who purchase life settlements.

Many of these competitors have greater financial and other resources than we do and may have significantly lower cost of funds because

they have greater access to insured deposits or the capital markets.

Moreover, some of these competitors have significant cash reserves

and can better fund shortfalls in collections that might have a more pronounced impact on companies such as ours.

They also have greater

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volumes were reported higher by market participants in all major segments of the industry and Conning & Co.

forecast an average

annual gross market potential for life settlements of $180 billion from 2014-2023, with an average volume of approximately $3

billion per year in life settlement transactions.

forecast an average annual

gross market potential for life settlements of $180 billion from 2014-2023, with an average volume of approximately $3 billion per year

in life settlement transactions.

report from the AAP Life Settlement Market Update indicated that internal rates of return for life settlement transactions conducted

in 2013 were in the high-teens, an attractive return at a time when fixed income and other hedge positions were delivering minimal

rates of return.

In the event that certain better-financed companies make a significant effort to compete against our business

or the secondary market in general, prices paid for existing portfolios of life insurance policies may rise and our ability to

purchase NIBs or realize a return on NIBs may decline.

In addition, recent shrinking of the market for life settlements has resulted

in fewer available pools of insurance policies.

in 2013 were in the high-teens, an attractive return at a time when fixed income and other hedge positions were delivering minimal rates

In the event that certain better-financed companies make a significant effort to compete against our business or the secondary

market in general, prices paid for existing portfolios of life insurance policies may rise and our ability to purchase satisfactory assets

In addition, recent shrinking of the market for life settlements has resulted in fewer available pools of insurance policies.

As a result, price competition for the remaining pools has increased.

resources prohibit us from competing for larger pools.

These factors could adversely affect our profitability by reducing our

return on investment or increasing our risk.

NIB Portfolio

October 2017, the Holders of the life settlements completed a refinancing of the loans that had matured.

The agreements were with

a new senior lending facility who previously provided MRI for the underlying policies.

Between May 2018 and July 2018, the Holders

entered into agreements that completed a strict foreclosure transaction that transferred the underlying life insurance policies

relating to the Company’s NIBs to the lenders in full satisfaction of the loan obligation.

As a result of the foreclosure,

the Company has lost its position in the residual benefits of the policies and reduced the carrying value of the NIBs at March

31, 2018 to zero.

The Company held no NIBs during the fiscal years ended March 31, 2019 or 2020.

Our limited resources prohibit us from competing for larger pools.

These factors could adversely affect our profitability by reducing our return on investment or increasing our risk.

March 31, 2021, we had two full-time employees:

Pearson, our President;

Fuller, Esq., our general legal

On March 31, 2020, the Company had two total employees.

Fuller, Esq., our general legal counsel.

website address is www.sundancestrategies.com.

We make available free of charge on the Investor Relations portion of our website,

our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports

filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable

after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

We make available free of charge on the Investor Relations portion of our website, our

annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file

such material with, or furnish it to, the Securities and Exchange Commission.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business