What changed in this filing

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Item 9A. Controls and Procedures

2021-06-29 compared with 2020-08-11 · 413 added, 529 removed, 190 unchanged (83% of the section changed)

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Disclosure Controls and Procedures

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange

Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports

filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified

by the Commission’s rules and forms.

carried out an evaluation, under the supervision and with the participation of our management, including our principal executive

officer and principal financial officer, of the effectiveness of the design and operation of these disclosure controls and procedures,

as such term is defined in Exchange Act Rule 13a-15(e), as of March 31, 2020.

Based on this evaluation, our principal executive

officer and principal financial officer concluded our disclosure controls and procedures were effective as of March 31, 2020,

the end of the period covered by this Annual Report on Form 10-K.

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act

of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed

or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s

rules and forms.

carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer

and principal financial officer, of the effectiveness of the design and operation of these disclosure controls and procedures, as such

term is defined in Exchange Act Rule 13a-15(e), as of March 31, 2021.

Based on this evaluation, our principal executive officer and principal

financial officer concluded our disclosure controls and procedures were effective as of March 31, 2021, the end of the period covered

by this Annual Report on Form 10-K.

Management’s Report on Internal Control over Financial Reporting

of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in

Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

internal control over financial reporting is designed to provide reasonable assurance of achieving its objectives as specified

Management does not expect, however, that our internal control over financial reporting will prevent or detect all error

Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only

reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance

that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the

Company have been detected.

including our principal executive officer and principal financial officer, has assessed the effectiveness of our internal control

over financial reporting as of March 31, 2020.

In making our assessment of the effectiveness of internal control over financial

reporting, management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management has concluded

that, as of March 31, 2020, our internal control over financial reporting was effective.

Annual Report does not include an attestation report of our registered public accounting firm regarding our internal controls

over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to rules of the SEC that permit us to provide only management’s report in this Annual Report.

of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

internal control over financial reporting is designed to provide reasonable assurance of achieving its objectives as specified above.

Management does not expect, however, that our internal control over financial reporting will prevent or detect all error and fraud.

control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute,

assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to

error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

including our principal executive officer and principal financial officer, has assessed the effectiveness of our internal control over

financial reporting as of March 31, 2021.

In making our assessment of the effectiveness of internal control over financial reporting,

management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

Based on this assessment, management has concluded that, as of March 31, 2021, our internal

control over financial reporting was effective.

Annual Report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

the first, second and third quarters of the year ended March 31, 2020, we concluded the design and operation of our controls contained

a material weakness related to adequate segregation of duties in some areas of finance.

As of March 31, 2020, our material weakness

was remedied.

The following controls were implemented as of March 31, 2020, to specifically address the material weaknesses that

the Company did not maintain adequate segregation of duties in some areas of finance:

to the low cash balance maintained in the Company’s bank accounts, any significant expenditures require management to

request funds from related party lenders, who are also members of the Company’s Board of Directors—thus representing

the Board’s acknowledgement and approval.

preparation is performed by a CPA firm the Company has contracted with to help with the accounting.

Management does not enter

transactions into the Company’s accounting system.

The contracted CPA firm looks at all transactions and bank activity

and reports unusual items, if any, to the Company’s Board of Directors.

than described above, there were no changes in our internal control over financial reporting that occurred during the fourth quarter

of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting that occurred during the year ended March 31, 2021 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Subsequent to year

end, the following events transpired:

On July 13, 2020, the

Company agreed to amend the 8% convertible debenture agreement with Satco International, Ltd., to extend the due date and conversion

rights from December 1, 2020 to November 30, 2021.

Subsequent to March

31, 2020, the Company borrowed an additional $173,500 on Notes Payable, Related Party and issued 347,000 warrants.

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 is due July 5, 2021.

separate from the 8% convertible debenture agreement that the Company has in place with Satco International,

In conjunction with this note, the Company issued a warrant 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.

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

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

Using a fair value stock price of $0.061 per share, the transaction resulted in a compensation expense of $73,200, which is to be recognized

according to the vesting schedule outlined above.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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serves in the capacities indicated opposite his name.

Board of Directors has set the size of the Company’s Board of Directors at four, which is within the number allowed by our

Board of Directors has set the size of the Company’s Board of Directors at four, which is within the number allowed by our Bylaws.

Qualifications

evaluating members for services on the Board of Directors, emphasis was placed on the following factors:

(i) the appropriate size

of our Board of Directors;

(i) the appropriate size of

our Board of Directors;

(ii) our needs with respect to the particular talents and experience of our directors;

(iii) the knowledge,

skills and experience of the directors, including experience in development stage companies and new enterprises and innovations,

finance, administration and management skills;

and (iv) the dedication of the directors to familiarize themselves with the our

selected business industry.

goal was to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high quality

business and professional experience.

(iii) the knowledge, skills

and experience of the directors, including experience in development stage companies and new enterprises and innovations, finance, administration

and management skills;

and (iv) the dedication of the directors to familiarize themselves with the our selected business industry.

goal was to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high quality business

and professional experience.

We believe each of the members of our Board of Directors possesses these qualities.

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Higginson is 64 years of age and was appointed to the position of Chairman of the Board of Directors.

Higginson served

as Chief Executive Officer of VIA Motors, Inc.

(“Via Motors”), a hybrid electric vehicle company (PHEV), from November

2010 to January 2014, where he was responsible for overseeing the management and business of Via Motors and its employees.

October 2003 until November 2010, he served as Chairman of the Board of Directors of Raser Technologies, Inc.

(“Raser Technologies”),

which was an NYSE listed company at that time.

Higginson served as Chief

Executive Officer of VIA Motors, Inc.

(“Via Motors”), a hybrid electric vehicle company (PHEV), from November 2010 to January

2014, where he was responsible for overseeing the management and business of Via Motors and its employees.

From October 2003 until November

2010, he served as Chairman of the Board of Directors of Raser Technologies, Inc.

(“Raser Technologies”), which was an NYSE

listed company at that time.

Higginson resigned as a director of Raser Technologies on February 11, 2011.

Raser Technologies filed bankruptcy proceedings on April 29, 2011, and was subsequently delisted from NYSE.

Higginson also

founded American Telemedia Network, Inc.

(“American Telemedia”), a publicly-traded NASDAQ company that developed a

nationwide satellite network broadcasting data, video programming and advertising to shopping centers and malls, and he served

as President and Chief Executive Officer of American Telemedia from 1984 through 1988.

Raser Technologies filed

bankruptcy proceedings on April 29, 2011, and was subsequently delisted from NYSE.

Higginson also founded American Telemedia Network,

(“American Telemedia”), a publicly-traded NASDAQ company that developed a nationwide satellite network broadcasting

data, video programming and advertising to shopping centers and malls, and he served as President and Chief Executive Officer of American

Telemedia from 1984 through 1988.

Dickman is 71 years of age.

Dickman started a “sales rack”

jobbing operation supplying grocery

stores with movies for rent and purchase.

As founder and CEO of Video II, the business grew from servicing one store to over 1,400

located in 38 states.

jobbing operation supplying grocery stores

with movies for rent and purchase.

As founder and CEO of Video II, the business grew from servicing one store to over 1,400 located in

Video II had over 400 employees at one time, with Mr.

Dickman overseeing all facets of the business as its

Dickman sold his interest in Video II, and has since concentrated his efforts on a variety of investments, including

stocks and real estate.

Dickman overseeing all facets of the business as its CEO.

Dickman sold his interest in Video II, and has since concentrated his efforts on a variety of investments, including stocks and real

Quesenberry is 58 years old.

He has practiced law since 1989 in Washington and Utah, including complex business litigation and

Quesenberry was one of the (many) attorneys representing Exxon Shipping in the Exxon Valdez litigation in Alaska

in the early 1990s.

He has practiced law since 1989 in Washington and Utah, including complex business litigation and SEC matters.

Quesenberry was one of the (many) attorneys representing Exxon Shipping in the Exxon Valdez litigation in Alaska in the early 1990s.

Quesenberry has also been a principal in various property development projects in Washington and elsewhere.

Quesenberry graduated from Brigham Young University in 1986 with a degree in English and was a pitcher for the BYU Cougars

varsity baseball team from 1983-1986.

He attended law school at the University of Kansas from 1986-1989, where he was an editor

of the Kansas Law Review and a member of the Order of the Coif.

Quesenberry graduated

from Brigham Young University in 1986 with a degree in English and was a pitcher for the BYU Cougars varsity baseball team from 1983-1986.

He attended law school at the University of Kansas from 1986-1989, where he was an editor of the Kansas Law Review and a member of the

Order of the Coif.

He also speaks fluent German.

Pearson is 66 years old.

Pearson was employed by JWD Management Corp., dba, Video II for 26 years, resigning in

He became the President of ANEW LIFE in February, 2013.

While working at JWD, he served in various positions, including

National Sales Manager, Vice President of Operations, Vice President, President and CEO.

Video II has provided movie and DVD rental

and other related services for grocery chains nationwide.

Pearson managed the video rental program in 900 different grocery

store locations.

He has also fully managed the program that included videos and DVDs for sale, as well as other products in over

1,400 locations.

He oversaw a full service merchandising program with representatives that serviced the products Video II supplied

to the grocery stores, supervising over 70 employees at Video II’s corporate offices and over 450 employees in 33 states.

Video II was one of the larger video “rackers”

During this same time frame, Mr.

Pearson also owned and

managed his own residential and commercial investment properties, and has focused on those activities since leaving JWD in 2011.

Pearson attended Brigham Young University from 1972 to 1977, in Business Management, obtained a real estate brokers license

and received Series 7 Securities License in 1978.

He is currently serving as a member of the Board of Directors and as President and Principal Financial

Pearson has served as President of the Company since inception in 2013.

Prior to Sundance he worked with JWD Management

for 26 years.

During his time with JWD Management he served in several positions including Vice President of Operations, Vice President,

President and CEO.

JWD Management was a nationally recognized distribution supplier providing products to grocery stores in 33 states

and managing over 450 employees.

Prior to JWD Management he worked with Capital Resources investing in and managing his own and client

owned residential and commercial real estate properties.

Pearson attended Brigham Young University until 1977, received his real

estate brokers license in 1977 and his Series 7 securities license in 1978.

is 56 years of age and is our general legal counsel.

She is licensed in California, Texas and Oklahoma, with 15

years of law firm experience and 10 years of in-house counsel experience in the areas of tax, contracts, corporations and partnerships,

estate planning, insurance and exempt organizations.

From 2009 to the beginning of April 2013, she was general legal counsel for

NorthStar Life Services, LLC, of Irvine, California, the Servicer, of the current portfolio of policies underlying the Company’s

NIBs, where she managed a four person legal department;

Structured international and domestic companies and transactions, reviewed

and negotiated contracts;

She is licensed in California, Texas and Oklahoma, with 15 years

of law firm experience and 10 years of in-house counsel experience in the areas of tax, contracts, corporations and partnerships, estate

planning, insurance and exempt organizations.

From 2009 to the beginning of April 2013, she was general legal counsel for NorthStar Life

Services, LLC, of Irvine, California, the Servicer, of the current portfolio of policies underlying the Company’s NIBs, where she

managed a four person legal department;

Structured international and domestic companies and transactions, reviewed and negotiated contracts;

Managed all company litigation;

tax planning (U.S.

and internationally, with a focus in Luxembourg,

Germany and the Cayman Islands);

and oversaw purchase of a European financial institution and assisted with obtaining various

approvals from regulators related to business plans and deposits.

She also served as general legal counsel for Pacifica Group,

LLC, of Irvine, California, a predecessor of NorthStar, from 2006 until 2009, where, in addition to other services similar to

those performed for NorthStar, she lobbied for the passage of regulations related to life settlements.

She graduated from New

York University, New York, NY, with an LL.M.

and internationally, with a focus in Luxembourg, Germany and the Cayman Islands);

and oversaw purchase of a European financial institution and assisted with obtaining various approvals from regulators related to business

plans and deposits.

She also served as general legal counsel for Pacifica Group, LLC, of Irvine, California, a predecessor of NorthStar,

from 2006 until 2009, where, in addition to other services similar to those performed for NorthStar, she lobbied for the passage of regulations

related to life settlements.

She graduated from New York University, New York, NY, with an LL.M.

Degree in Taxation, 1993;

the University of Oklahoma, Norman, OK, receiving a J.D.

the University

of Oklahoma, Norman, OK, receiving a J.D.

Degree, 1992;

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Degree in Finance,

Lisa is a member of the Bar Associations

of Oklahoma and Texas.

Lisa is a member of the Bar Associations of Oklahoma and Texas.

Directorships

Held in Other Reporting Companies

of our directors or executive officer is a director of a company that is required to file reports under Sections 15 or 13(d) of

the Exchange Act.

of our directors or executive officer is a director of a company that is required to file reports under Sections 15 or 13(d) of the Exchange

and control person

the best of our management’s knowledge, and except as indicated below, no person who may be deemed to have been a promoter

or founder of our Company was the subject of any of the legal proceedings listed under the heading “Involvement in Certain

Legal Proceedings”

the best of our management’s knowledge, and except as indicated below, no person who may be deemed to have been a promoter or founder

of our Company was the subject of any of the legal proceedings listed under the heading “Involvement in Certain Legal Proceedings”

however, Kraig T.

Higginson, our Board Chairman, and who was the incorporator and one of the founding

directors of ANEW LIFE, resigned as a director of Raser Technologies, Inc., a Delaware corporation, on February 11, 2011.

Technologies, Inc.

filed bankruptcy proceedings on April 29, 2011.

Higginson, our Board Chairman, and who was the incorporator and one of the founding directors of ANEW LIFE,

resigned as a director of Raser Technologies, Inc., a Delaware corporation, on February 11, 2011.

Raser Technologies, Inc.

filed bankruptcy

proceedings on April 29, 2011.

Bylaws provide that the size of our Board is to be determined by resolution of the Board.

Our Board has fixed the exact number

of directors at four.

Our Board has fixed the exact number of directors

Our Board currently consists of four members.

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these risks, and we employ a number of procedures to help them carry out that duty.

For example, Board members regularly consult

with executive management about pending issues and expected challenges, and at each Board meeting directors receive updates from,

and have an opportunity to interview and ask questions of, key personnel and management.

Furthermore, because our President serves

as a member of our Board, we believe that the Board has a direct channel and better access to insights into our performance, business

and challenges.

For example, Board members regularly consult with

executive management about pending issues and expected challenges, and at each Board meeting directors receive updates from, and have

an opportunity to interview and ask questions of, key personnel and management.

Furthermore, because our President serves as a member

of our Board, we believe that the Board has a direct channel and better access to insights into our performance, business and challenges.

Leadership Structure

Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the

Board believes it is in the best interests of the Company to make that determination based upon the position and direction of

the Company and the membership of the Board.

The Board has determined at this time that the Company’s Chairman should not

be its President.

Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board

believes it is in the best interests of the Company to make that determination based upon the position and direction of the Company and

the membership of the Board.

The Board has determined at this time that the Company’s Chairman should not be its President.

Board has determined that of the current directors or nominees, Messrs.

Higginson, Dickman and Quesenberry would qualify as independent

directors as that term is defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital

Such independence definition includes a series of objective tests, including that the director is not an employee of the

Company and has not engaged in various types of business dealings with the Company.

Pearson is also employed by the Company,

the Board has determined that Mr.

directors as that term is defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital Market.

Such independence definition includes a series of objective tests, including that the director is not an employee of the Company and

has not engaged in various types of business dealings with the Company.

Pearson is also employed by the Company, the Board has

determined that Mr.

Pearson is not currently independent.

Although the Company’s common stock is not listed

on The NASDAQ Capital Market, the Company has applied The NASDAQ Capital Market independence rules to make its independence determinations.

Although the Company’s common stock is not listed on The NASDAQ Capital

Market, the Company has applied The NASDAQ Capital Market independence rules to make its independence determinations.

of the Board of Directors

Board has not established an Audit Committee, a Compensation Committee or a Nominating Committee.

Therefore, the Board has not

adopted written charters for any of these committees.

Because we have only four directors and one executive officer, we believe

that we are able to effectively manage the issues normally considered by such committees.

The Board also does not have an audit

committee financial expert.

We believe we are currently able to manage our audit and financial reporting obligations without an

audit committee financial expert.

Therefore, the Board has not adopted

written charters for any of these committees.

Because we have only four directors and one executive officer, we believe that we are able

to effectively manage the issues normally considered by such committees.

The Board also does not have an audit committee financial expert.

We believe we are currently able to manage our audit and financial reporting obligations without an audit committee financial expert.

However, as we grow, we will consider adding an audit committee financial expert.

evaluating a director candidate, our Board of Directors will review his or her qualifications including capability, availability

to serve, conflicts of interest, general understanding of business, understanding of the Company’s business and technology,

educational and professional background, personal accomplishment and other relevant factors.

Our Board of Directors has not established

any specific qualification standards for director nominees and we do not have a formal diversity policy relating to the identification

and evaluation of nominees for director, although from time to time the Board of Directors may identify certain skills or attributes

as being particularly desirable to help meet specific needs that have arisen.

Our Board of Directors may also interview prospective

nominees in person or by telephone.

evaluating a director candidate, our Board of Directors will review his or her qualifications including capability, availability to serve,

conflicts of interest, general understanding of business, understanding of the Company’s business and technology, educational and

professional background, personal accomplishment and other relevant factors.

Our Board of Directors has not established any specific

qualification standards for director nominees and we do not have a formal diversity policy relating to the identification and evaluation

of nominees for director, although from time to time the Board of Directors may identify certain skills or attributes as being particularly

desirable to help meet specific needs that have arisen.

Our Board of Directors may also interview prospective nominees in person or by

After completing this evaluation, the Board of Directors will determine the nominees.

Board has not adopted a formal process for considering director candidates who may be recommended by stockholders.

policy is to give due consideration to any and all such candidates.

A stockholder may submit a recommendation for director candidates

to us at our corporate offices, to the attention of Randall F.

We do not pay fees to any third parties to assist us in

identifying potential nominees.

Board held a total of two (2) meetings during the fiscal year ended March 31, 2020.

Each incumbent director attended all of the

Board meetings.

Although we do not have a formal policy regarding attendance by directors at our annual meeting, we encourage

directors to attend.

However, our policy

is to give due consideration to any and all such candidates.

A stockholder may submit a recommendation for director candidates to us

at our corporate offices, to the attention of Randall F.

We do not pay fees to any third parties to assist us in identifying

potential nominees.

Board held a total of one (1) meeting during the fiscal year ended March 31, 2021.

Each incumbent director attended the Board meetings.

Although we do not have a formal policy regarding attendance by directors at our annual meeting, we encourage directors to attend.

of Ethics and Business Conduct

have adopted a corporate Code of Ethics and Business Conduct which is available as Exhibit 14.1 to this filing.

The Code of Ethics

and Business Conduct applies to all our officers, directors and employees, including our principal executive officer, principal

financial officer and controller, or persons performing similar functions.

If we effect an amendment to, or waiver from, a provision

of our Code of Ethics and Business Conduct, we intend to satisfy our disclosure requirements by posting a description of such

amendment or waiver on our website at www.sundancestrategies.com.

The Code of Ethics and

Business Conduct applies to all our officers, directors and employees, including our principal executive officer, principal financial

officer and controller, or persons performing similar functions.

If we effect an amendment to, or waiver from, a provision of our Code

of Ethics and Business Conduct, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver

on our website at www.sundancestrategies.com.

EXECUTIVE COMPENSATION

directors received no compensation during the fiscal year ended March 31, 2020.

following table outlines information regarding equity awards held by our named executive officers or directors as of the fiscal

year ended March 31, 2020:

Equity Awards Held at March 31, 2020

following table outlines information regarding equity awards granted to our named executive officers or directors for

the fiscal year ended March 31, 2021 and 2020 (no equity awards granted during 2020):

Awards Granted during fiscal year ended March 31, 2021

Date of Grant

Compensation Objectives and Principles

overall objective of our executive compensation program is to help create long-term value for our stockholders by attracting and

retaining talented executives, rewarding superior operating and financial performance, and aligning the long-term interests of

our executives with those of our stockholders.

overall objective of our executive compensation program is to help create long-term value for our stockholders by attracting and retaining

talented executives, rewarding superior operating and financial performance, and aligning the long-term interests of our executives with

those of our stockholders.

Accordingly, our executive compensation program incorporates the following principles:

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should reflect the fair market value of the services received.

We believe that a fair and competitive pay package is essential

to attract and retain talented executives in key positions.

We believe that a fair and competitive pay package is essential to

attract and retain talented executives in key positions.

should reward executives for long-term strategic management and enhancement of stockholder value.

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Compensation Procedures

believe that compensation paid to our executive officers should be closely aligned with our performance and the performance of

each individual executive officer on both a short-term and a long-term basis, should be based upon the value each executive officer

provides to us, and should be designed to assist us in attracting and retaining the best possible executive talent, which we believe

is critical to our long-term success.

To attain our executive compensation objectives and implement the underlying compensation

principles, we follow the procedures described below.

believe that compensation paid to our executive officers should be closely aligned with our performance and the performance of each individual

executive officer on both a short-term and a long-term basis, should be based upon the value each executive officer provides to us, and

should be designed to assist us in attracting and retaining the best possible executive talent, which we believe is critical to our long-term

To attain our executive compensation objectives and implement the underlying compensation principles, we follow the procedures

described below.

of the Board .

The Board has responsibility for establishing and monitoring our executive compensation programs and for making

decisions regarding the compensation of our Named Executive Officers.

The Board has responsibility for establishing and monitoring our executive compensation programs and for

making decisions regarding the compensation of our Named Executive Officers.

The Board sets the compensation package of the Named Executive

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package for the other Named Executive Officer;

and participates in meetings in which the compensation package of the other Named

Executive Officer is discussed.

and participates in meetings in which the compensation package of the other Named Executive

Officer is discussed.

Board relies on its judgment in making compensation decisions after reviewing our performance and evaluating our executives’

leadership abilities and responsibilities with our Company and their current compensation arrangements.

The Board’s assessment

process is designed to be flexible so as to better respond to the evolving business environment and individual circumstances.

abilities and responsibilities with our Company and their current compensation arrangements.

The Board’s assessment process is

designed to be flexible so as to better respond to the evolving business environment and individual circumstances.

The last Annual Meeting

of Stockholders was held in 2016.

of Compensation Consultant .

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of Compensation

executive compensation objectives and principles are implemented through the use of the following elements of compensation, each

discussed more fully below:

executive compensation objectives and principles are implemented through the use of the following elements of compensation, each discussed

more fully below:

Incentive Bonuses

The Board approved the salaries of all our executive officers for Fiscal Year 2021.

Base salaries are offered to ensure

that our executive officers receive an ongoing level of compensation.

Salary decisions concerning these officers were based upon

a variety of considerations consistent with the compensation philosophy stated above.

First, salaries were competitively set relative

to both other companies in our industry and other comparable companies.

The Board considered each officer’s level of responsibility

and individual performance, including an assessment of the person’s overall value to the Company.

In addition, internal

equity among employees was factored into the decision.

Finally, the Board considered our financial performance and our ability

to absorb any increases in salaries.

Base salaries are offered to ensure that

our executive officers receive an ongoing level of compensation.

Salary decisions concerning these officers were based upon a variety

of considerations consistent with the compensation philosophy stated above.

First, salaries were competitively set relative to both other

companies in our industry and other comparable companies.

The Board considered each officer’s level of responsibility and individual

performance, including an assessment of the person’s overall value to the Company.

In addition, internal equity among employees

was factored into the decision.

Finally, the Board considered our financial performance and our ability to absorb any increases in salaries.

Incentive Bonuses .

Annual incentive bonuses are designed to reward extraordinary performance by our executives.

Year 2020, the Board did not precisely define the parameters of a bonus program for the Named Executive Officers, and no bonuses

were awarded to the Named Executive Officers.

For Fiscal Year 2021,

the Board did not precisely define the parameters of a bonus program for the Named Executive Officers, and no bonuses were awarded to

the Named Executive Officers.

Compensation .

Each Named Executive Officer is eligible to receive stock-based compensation.

Stock-based compensation

is designed to more closely align the interests of management with those of our stockholders.

We do not have any securities authorized

for issuance under an equity compensation plan, or any policies for allocating compensation between long-term and currently paid

out compensation or between cash and non-cash compensation or among different forms of non-cash compensation.

On December 6, 2018,

the Company awarded three of its directors 300,000 shares each of the Company’s stock, in lieu of director compensation.

25% of the shares vested immediately on the date of the agreement, and the remainder of the shares vested equally over the months

January 2019 through March 2019.

The transaction resulted in a compensation expense of $20,070, which was recognized on a pro

rata basis, following the vesting schedule.

As of March 31, 2020, all of the compensation expensed was recognized.

Our Named Executive Officers receive the same benefits that are available to all other full-time employees, including

the payment of health, dental, life and disability insurance premiums.

Each Named Executive Officer or Director is eligible to receive stock-based compensation.

compensation is designed to more closely align the interests of management with those of our stockholders.

We do not have any

securities authorized for issuance under an equity compensation plan, or any policies for allocating compensation between long-term

and currently paid out compensation or between cash and non-cash compensation or among different forms of non-cash compensation.

On September 14, 2020 the Company awarded members of the Board of Directors a total of 1,500,000 shares of the Company’s

common stock, in lieu of director cash compensation.

The stock awards vested 25% on the date of grant and the remainder of the

shares vested equally over the three months following the date grant.

As of March 31, 2021, all grant shares were 100% vested.

Using a fair value stock price of $0.0223 per share, the transaction resulted in a compensation expense of $33,450, which was

fully recognized in the year ended March 31, 2021.

Our Named Executive Officers receive the same benefits that are available to all other full-time employees, including the

payment of health, dental, life and disability insurance premiums.

Deductibility

of Executive Compensation

Revenue Service (“IRS”) Code Section 162(m) limits the amount that we may deduct annually for compensation paid to

our principal executive officer, principal financial officer, and to each of our three most highly compensated officers to $1.0

million per person.

According to the Tax Cuts and Jobs Act of 2017, exemptions to this deductibility limit for various forms of

performance-based compensation have been repealed for compensation payable under a written binding contract put into effect after

November 2, 2017.

Written binding contracts regarding officer compensation are subject to a transition rule that states that contracts

in effect prior to November 2, 2017 may continue to qualify for performance-based exemptions so long as the contract has not been

materially modified after that date.

In the past, annual salary and bonus compensation to our executive officers has not exceeded

$1.0 million per person, so the compensation has been deductible.

In addition to salary and bonus compensation, upon the exercise

of stock options that are not treated as incentive stock options, the excess of the current market price over the option price,

or option spread, is treated as compensation and accordingly, in any year, such exercise may cause an officer’s total compensation

to exceed $1.0 million.

Under the aforementioned transition rule, option spread compensation from options that meet certain requirements

will not be subject to the $1.0 million cap on deductibility.

The Board cannot predict how the deductibility limit may impact

our compensation program in future years.

The Board intends to pay competitive compensation consistent with our philosophy to

attract, retain and motivate executive officers to manage our business in the best interests of the Company and our shareholders.

The Board, therefore, may choose to provide non-deductible compensation to our executive officers if it deems such compensation

to be in the best interests of the Company and our shareholders.

Revenue Service (“IRS”) Code Section 162(m) limits the amount that we may deduct annually for compensation paid to our principal

executive officer, principal financial officer, and to each of our three most highly compensated officers to $1.0 million per person.

According to the Tax Cuts and Jobs Act of 2017, exemptions to this deductibility limit for various forms of performance-based compensation

have been repealed for compensation payable under a written binding contract put into effect after November 2, 2017.

Written binding

contracts regarding officer compensation are subject to a transition rule that states that contracts in effect prior to November 2, 2017

may continue to qualify for performance-based exemptions so long as the contract has not been materially modified after that date.

the past, annual salary and bonus compensation to our executive officers has not exceeded $1.0 million per person, so the compensation

has been deductible.

In addition to salary and bonus compensation, upon the exercise of stock options that are not treated as incentive

stock options, the excess of the current market price over the option price, or option spread, is treated as compensation and accordingly,

in any year, such exercise may cause an officer’s total compensation to exceed $1.0 million.

Under the aforementioned transition

rule, option spread compensation from options that meet certain requirements will not be subject to the $1.0 million cap on deductibility.

The Board cannot predict how the deductibility limit may impact our compensation program in future years.

The Board intends to pay competitive

compensation consistent with our philosophy to attract, retain and motivate executive officers to manage our business in the best interests

of the Company and our shareholders.

The Board, therefore, may choose to provide non-deductible compensation to our executive officers

if it deems such compensation to be in the best interests of the Company and our shareholders.

Compensation Table

following information presents the compensation paid to our executive officers in Fiscal Year 2021 and 2020.

We refer to these

executive officers as the Named Executive Officers.

We refer to these executive

officers as the Named Executive Officers.

Name and Principal Position

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President, Principal Executive Officer and Principal Financial Officer

Equity Awards at Fiscal Year End

following table presents for each named executive officer, information regarding outstanding stock options and stock awards held

as of March 31, 2020.

Option Awards

Named Executive Officer

Number of securities

underlying unexercised

options exercisable

Number of securities

underlying unexercised

options unexercisable

exercise price ($)

expiration date

units of stock

units of stock ($)

December 6, 2018, Mr.

Pearson was awarded 300,000 shares of the Company’s stock, in lieu of director compensation.

of the shares vested immediately on the date of the agreement, and the remainder of the shares vested equally over the months

January 2019 through March 2019.

fair value of stock awards was calculated in accordance with FASB ASC Topic 718, using a fair value stock price of $0.0223 per share

(see Note 5 to the Consolidated Financial Statements)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners

following table shows information regarding the beneficial ownership of our common stock as of the date of this filing by (a)

each stockholder, or group of affiliated stockholders, that we know owns more than 5% of our outstanding common stock;

of our named executive officers;

following table shows information regarding the beneficial ownership of our common stock as of the date of this filing by (a) each stockholder,

or group of affiliated stockholders, that we know owns more than 5% of our outstanding common stock;

(b) each of our named executive

and (d) all of our current directors and executive officers as a group.

The table is based upon information supplied by directors, executive officers and principal stockholders, and Schedules 13D and

13G filed with the Securities and Exchange Commission.

ownership in the table below is based on 37,828,441 shares of common stock outstanding as of August 10, 2020.

ownership is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting

power and/or investment power with respect to the securities held.

Any securities not outstanding but which are subject to options

or warrants exercisable within 60 days of August 10, 2020 are deemed outstanding and beneficially owned for the purpose

of computing the percentage of outstanding common stock beneficially owned by the stockholder holding such options or warrants,

but are not deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by any other stockholder.

The table is based upon

information supplied by directors, executive officers and principal stockholders, and Schedules 13D and 13G filed with the Securities

and Exchange Commission.

ownership in the table below is based on 41,308,441 shares of common stock outstanding as of June 29, 2021.

Beneficial ownership

is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting power and/or investment

power with respect to the securities held.

Any securities not outstanding but which are subject to options or warrants exercisable within

60 days of June 29, 2021 are deemed outstanding and beneficially owned for the purpose of computing the percentage of outstanding

common stock beneficially owned by the stockholder holding such options or warrants, but are not deemed outstanding for the purpose of

computing the percentage of common stock beneficially owned by any other stockholder.

otherwise indicated, each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially

The address for each director or named executive officer is c/o Sundance Strategies, Inc., Attention:

Pearson, 4626

North 300 West, Suite No.

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320,000 shares owned by Radion Energy LLC;

425,000 shares owned by Peoples Philanthropic, and 370,000 shares owned by Ecosystems Resources LLC.

Also included are 847,000

warrants held by Mr.

shares owned by Peoples Philanthropic, 370,000 shares owned by Ecosystems Resources LLC and 600,000 shares owned by KGPR, LLC.

included are 1,707,000 warrants held by Mr.

LLC and Radiant Life, LLC are beneficially owned by Mitchell D.

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300 W., Provo, Utah 84604.

Burton’s ownership includes 579,754 held by Radiant Life, LLC.

Mattingly’s ownership includes 3,500,000 shares owned in the name of Primary Colors, LLC.

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agreed to repurchase 1,500,000 shares from North Shore Foundation, LLP, an entity beneficially owned by Mr.

Mattingly (see

note 5 for more detail).

Mattingly (see note 5

for more detail).

Mattingly is the beneficial owner of Primary Colors, LLC.

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is held by Summit Trustees PLLC for the beneficial owner, Lam Ping of Hong Kong.

The address of Smartrade

Consulting, Inc.

The address of Smartrade Consulting,

is 22G Tower 4, The Metropolis, 8 Mau Yip Road, Tsung Kwan Q, N.T., Hong Kong.

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of Part I, Item 1.

To the knowledge of management, there are no arrangements or

understandings that may result in a change in control of the Company.

To the knowledge of management, there are no arrangements or understandings

that may result in a change in control of the Company.

Authorized for Issuance under Equity Compensation Plans

following table provides information as of March 31, 2020, about our common stock that may be issued upon the exercise of options,

warrants and rights under all of our existing equity compensation plans (including individual arrangements):

of securities to

be issued upon exercise

of outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected

in column (a))

compensation plans approved by security holders

compensation plans not approved by security holders

following table provides information as of March 31, 2021, about our common stock that may be issued upon the exercise of options, warrants

and rights under all of our existing equity compensation plans (including individual arrangements):

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

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engaging in a related person transaction, the transaction is presented to non-interested board members for approval.

In considering

related person transactions, the non-interested board members are guided by their fiduciary duty to our stockholders.

of Directors does not have any written or oral policies or procedures regarding the review, approval and ratification of transactions

with related person.

In considering related

person transactions, the non-interested board members are guided by their fiduciary duty to our stockholders.

The Board of Directors

does not have any written or oral policies or procedures regarding the review, approval and ratification of transactions with related

Additionally, each of our directors and executive officers are required to annually complete a directors’

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questionnaire that elicits information about related person transactions.

Approval of a related person transaction

is provided either verbally or in writing.

Approval of a related person transaction is provided either

verbally or in writing.

Person Transactions

than as described below, there were no material transactions, or series of similar transactions, during our last two fiscal years,

or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to

be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end

for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us

to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of

the foregoing persons, had an interest, except as stated below.

of March 31, 2020 and 2019, the Company had borrowed $2,450,508 and $1,672,008 respectively, excluding accrued interest, from

related parties.

The interest associated with the Notes Payable, Related Party of $288,369 and $113,981 is recorded on the balance

sheet as an Accrued Expense obligation at March 31, 2020 and March 31, 2019, respectively.

Warrants to Purchase

Effective April 3,

2020, the related party, note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder

was amended to include a formal provision that provides the related party lender with common stock warrants upon the lenders extension

of a maturity due date or upon the loaning of additional monies.

than as described below, there were no material transactions, or series of similar transactions, during our last two fiscal years, or

any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party,

in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed

fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially

more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest,

except as stated below.

of March 31, 2021 and 2020, the Company had borrowed $2,741,808 and $2,450,508 respectively, excluding accrued interest, from related

The interest associated with the Notes Payable, Related Party of $513,665 and $288,369 is recorded on the balance sheet as an

Accrued Expense obligation at March 31, 2021 and March 31, 2020, respectively.

to Purchase Common Stock

April 3, 2020, the related party, note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder

(see Note 6) was amended to include a formal provision that provides the related party lender with common stock warrants upon the lenders

extension of a maturity due date or upon the loaning of additional monies.

The number of warrants issued will be based on the following

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).

Effective April 3, 2020, the number of

warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned.

In addition, Mr.

the holder of the related party, unsecured promissory notes (see Note 6) has informed the Company that, at such time the Company

requests either an extension or additional monies from the lender, in addition to interest, the lender will require 10,000 warrants

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

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

Upon the loaning of additional monies, the lender will also

require 2 warrants for each dollar loaned.

As of March 31, 2020,

the Company held outstanding warrants to related parties totaling 1,702,000 (none as of March 31, 2019).

All warrants have an

exercise price of $0.05 per share, a five-year life as of the date of grant and expire between November 2024 and February 2025.

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).

Effective April 3, 2020, the number of warrants to be

issued upon the loaning of additional monies is 2 warrants for each dollar loaned.

addition, Mr.

Dickman, the holder of the related party, unsecured promissory notes (see Note 6) has informed the Company that, at such

time the Company requests either an extension or additional monies from the lender, in addition to interest, the lender will require

10,000 warrants per month the due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest)

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

Upon the loaning of additional monies, the lender will also require

2 warrants for each dollar loaned.

October 1, 2020, the related party, note payable and line of credit agreement with Radiant Life, LLC, an entity partially owned by the

Chairman of the Board of Directors (see Note 6) was amended to include a formal provision that provides the related party lender with

common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional monies.

The number of warrants

issued will be 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).

the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned.

In this amendment, the

due date was extended from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds

are received.

As per the provision outlined above, and in conjunction with the extension of the due date of the agreement, the Company

also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at an exercise price of $0.05 per share.

The warrants have a 5-year exercise window from the date of the extension agreement.

of March 31, 2021 and 2020, the Company held outstanding warrants to related parties totaling 3,488,754 and 1,702,000, respectively.

All warrants have an exercise price of $0.05 per share, a five-year life as of the date of grant and expire between November 2024 and

October 2025.

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

The inputs used in this calculation included a fair value of $0.0223 per share, a risk-free rate of 0.23% to 1.67%, volatility of 20%

to 123% and a dividend rate of 0%.

The average remaining outstanding life of the warrants as of March 31, 2021, was 4.13 years.

The common stock issued upon exercise

of the warrants are not registered with the Securities and Exchange Commission and do not have registration rights.

Party Promissory Notes

of March 31, 2020 and 2019, the Company owed $826,000 and $450,000, respectively, under the unsecured promissory notes from Mr.

Dickman, a stockholder and member of the Board of Directors.

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

of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock.

of both March 31, 2021 and 2020, the Company owed $826,000 under the unsecured promissory notes from Mr.

Dickman, a stockholder

and member of the Board of Directors.

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

On November 5, 2019, the Company agreed to amend the agreements to extend the due date on the promissory notes from August 31,

2020 to November 30, 2021 or at the immediate time when alternative financing or other proceeds are received.

In addition, the

Company agreed to provide Mr.

Dickman warrants for 450,000 shares of common stock at an exercise price of $0.05 per share and

a five-year life.

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

not significant.

The inputs used in this calculation included a risk-free rate of 1.66%, volatility of 27.29% and a dividend rate

On February 4, 2020, the Company borrowed an additional $230,000 from Mr.

Dickman, and agreed to provide him with an additional

752,000 warrants for shares of common stock at an exercise price of $0.05 per share.

The value of the warrants on the date of

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

The inputs used in this calculation included

a risk-free rate of 1.66%, volatility of 27.29% and a dividend rate of 0%.

During the year ended March 31, 2020, the Company borrowed

a total of $376,000 of principal under this agreement and made no repayments.

As of March 31, 2020, accrued interest on the notes

totaled $67,752.

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 notes are due on November 30,

2021, or at the immediate time when alternative financing or other proceeds are received.

In addition, as mentioned in Note 5, prior

to March 31, 2020, the Company had provided Mr.

Dickman warrants for 1,202,000 shares of common stock.

During the year ended March 31,

2021, the Company neither borrowed any additional funds under this agreement nor made any principal repayments.

As of March 31, 2021,

accrued interest on the notes totaled $142,182.

In the event the Company completes a successful equity raise all principal and interest

on the notes are due in full at that time.

Party Note Payable and Line of Credit Agreements

of March 31, 2020 and 2019, the Company owed $795,000 and $392,500, respectively, exclusive of accrued interest, under the note

payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder.

The agreement allows for borrowings

of up to $4,600,000.

On January 8, 2020, the note payable and the line of credit agreement was extended from November 30, 2020

to August 31, 2021.

In addition, the Company agreed to provide the Chairman with warrants for 500,000 shares of common stock at

an exercise price of $0.05 per share and a five-year life.

The value of the warrants on the date of grant, as calculated by the

Black-Scholes-Merton valuation model, was not significant.

The inputs used in this calculation included a risk-free rate of 1.66%,

volatility of 27.29% and a dividend rate of 0%.

of March 31, 2021 and 2020, the Company owed $1,056,300 and $795,000, respectively, exclusive

of accrued interest, under the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder.

On October 27, 2020, the Company agreed to amend the agreement to extend the due date on the agreement to extend the due date from August

31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds are received.

31, 2021 , the agreement allowed for borrowings of up to $4,600,000.

During the year ended March

31, 2021 the Company borrowed $256,800 in cash, and another $7,000 of expense paid on behalf of the Company, totaling and additional

$263,800 in principal borrowed under this agreement.

During the year ended March 31, 2021 ,

the company repaid $2,500 in principal on this agreement.

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

and are collateralized by the Company’s NIBS, if any.

During the year ended March 31, 2020 the Company borrowed $402,500

of principal under this agreement and made no repayments.

As of March 31, 2020, accrued interest on totaled $69,209.

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

of March 31, 2020 and 2019, the Company owed $829,508, exclusive of accrued interest, under the note payable and lines of credit

As of March 31, 2021 , accrued

interest on this note totaled $142,511.

April 3, 2020, a provision to the lending agreement provides the related party lender with common stock warrants upon the lenders extension

of a maturity due date or upon the loaning of additional monies.

Under this provision, additional warrants for 527,600 shares of common

stock were issued in conjunction with the $263,800 borrowed during the year ended March 31, 2021 ,

and warrants for 679,400 shares of common stock were issued in conjunction with the October 2020 due date extension, bringing the total

number of warrants issued to the related party lender to 1,707,000 as of March 31, 2021.

warrants have an exercise price of $0.05 per share and have a 5-year exercise window from the respective dates of issuance.

of March 31, 2021 and 2020, the Company owed $859,508 and $829,508 in principal, respectively, 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.

On December 19, 2019, the Company agreed to amend the agreement to extend the due date on the

note payable and line of credit agreement from November 30, 2020 to August 31, 2021, 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 year ended March 31, 2020 the Company neither borrowed nor repaid

any principal under this agreement.

As of March 31, 2020, accrued interest on this agreement totaled $151,408.

In the event the

Company completes a successful equity raise, all principal and interest on this note are due in full at that time.

The agreement allows for borrowings

of up to $2,130,000.

On October 1, 2020, the related party, note payable and line of credit agreement was amended to extend the due date

from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds are received.

payable and line of credit agreement incurs interest at 7.5% per annum and is collateralized by the Company’s NIBS, if any.

the year ended March 31, 2021 the Company borrowed $30,000 of principal under this agreement and made no repayments.

As of March 31,

2021, accrued interest on this agreement totaled $228,972.

per the provision outlined in Note 5 of the Company’s financial statements, and in conjunction with the extension of the due date

of the agreement, the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at an exercise

price of $0.05 per share.

The warrants have a 5-year exercise window from the date of the extension agreement.

have no parents.

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Higginson, Dickman and Quesenberry would qualify as independent

directors as that term is defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital

Such independence definition includes a series of objective tests, including that the director is not an employee of the

Company and has not engaged in various types of business dealings with the Company.

Pearson is also employed by the Company,

the Board has determined that Mr.

directors as that term is defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital Market.

Such independence definition includes a series of objective tests, including that the director is not an employee of the Company and

has not engaged in various types of business dealings with the Company.

Pearson is also employed by the Company, the Board has

determined that Mr.

Pearson is not currently independent.

Although the Company’s common stock is not listed

on The NASDAQ Capital Market, the Company has applied The NASDAQ Capital Market independence rules to make its independence determinations.

Although the Company’s common stock is not listed on The NASDAQ Capital

Market, the Company has applied The NASDAQ Capital Market independence rules to make its independence determinations.

PRINCIPAL ACCOUNTING FEES AND SERVICES

following is a summary of the fees billed to us by our principal accountants during fiscal years ended March 31, 2021, and 2020:

Audit-related

Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial

statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal

accountants in connection with statutory and regulatory filings or engagements including out of pocket expenses.

Audit-related Fees

All Other Fees

Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements

and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants

in connection with statutory and regulatory filings or engagements including out of pocket expenses.

Audit-related

Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the

performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and

tax planning.

Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported

under “Audit fees,”

Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance

of the audit or review of our financial statements and are not reported under “Audit fees.”

Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under

“Audit fees,”

“Audit-related fees,”

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therefore, there is no Audit Committee policy in this regard.

However, we do require approval

in advance of the performance of professional services to be provided to us by our principal accountant.

Additionally, all services

rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

However, we do require approval in

advance of the performance of professional services to be provided to us by our principal accountant.

Additionally, all services rendered

by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

Exhibits and Financial Statement Schedules

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statement schedules

are no financial statements schedules included because they are either not applicable or the required information is shown in

the consolidated financial statements or the notes thereto.

are no financial statements schedules included because they are either not applicable or the required information is shown in the consolidated

financial statements or the notes thereto.

following exhibits are filed or incorporated by reference as part of this Form 10-K.

and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on

Form 8-K filed April 5, 2013, file no.

of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(a) to the Company’s

Current Report on Form 8-K filed April 5, 2013, file no.

of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(b) to the Company’s

Current Report on Form 8-KA-1 filed May 24, 2013, file no.

Bylaws (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed April 5, 2013,

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Certificate of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(a) to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Certificate of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(b) to the Company’s Current Report on Form 8-KA-1 filed May 24, 2013, file no.

Amended Bylaws (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Description of Securities Registered Under Section 12 of the Exchange Act

and Plan of Merger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April

5, 2013, file no.

of Lock-Up/Leak-Out Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K

filed April 5, 2013, file no.

Asset Transfer Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-KA-1 filed

May 24, 2013, file no.

of Senior Loan Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed

April 5, 2013, file no.

of MRI Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed April

5, 2013, file no.

Settlement Advisors Ltd.

Structuring and Consulting Agreement (incorporated by reference to Exhibit 10.2 to the Company’s

Current Report on Form 8-K filed June 20, 2013, file no.

Mar Financial, S.a.r..l.

Asset Transfer Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed June 20, 2013, file no.

1 to Europa Settlement Advisors Ltd.

Structuring and Consulting Agreement (incorporated by reference to Exhibit 10.3 to

the Company’s Current Report on Form 8-KA-2 filed November 14, 2013, file no.

Release Agreement from PCH to the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report

on Form 8-KA-2 filed November 14, 2013, file no.

2 to Europa Settlement Advisors Ltd.

Structuring and Consulting Agreement (incorporated by reference to Exhibit 10.5 to

the Company’s Current Report on Form 8-KA-2 filed November 14, 2013, file no.

Exclusivity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-KA-2 filed

November 14, 2013, file no.

and Restated Secured Promissory Note of ANEW LIFE, INC.

to DMF (incorporated by reference to Exhibit 10.7 to the Company’s

Current Report on Form 8-KA-2 filed November 14, 2013, file no.

Agreement of Amended and Restated Secured Promissory Note from the Company to DMF (incorporated by reference to Exhibit 10.8

to the Company’s Current Report on Form 8-KA-2 filed November 14, 2013, file no.

and Restated Assignment Agreement from DMF to Hyperion (incorporated by reference to Exhibit 10.9 to the Company’s Current

Report on Form 8-KA-2 filed November 14, 2013, file no.

of Buyback Rights of Amended and Restated Secured Promissory Note by DMF to the Company (incorporated by reference to Exhibit

10.10 to the Company’s Current Report on Form 8-KA-2 filed November 14, 2013, file no.

3 to Europa Settlement Advisors Ltd.

Structuring and Consulting Agreement (incorporated by reference to Exhibit 10.11

to the Company’s Current Report on Form 8-KA-4 filed July 10, 2014, file no.

of Extension Agreement to Lock-Up/Leak-Out Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly

Report on Form 10-Q filed November 14, 2014, file no.

Letter of Intent (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed December

8, 2014, file no.

Asset Transfer Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed

June 15, 2015, file no.

1 to HFII Asset Transfer Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on

Form 10-K filed June 15, 2015, file no.

Agreement Dated June 2, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q

filed August 10, 2015, file no.

Convertible Debenture (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed

August 10, 2015, file no.

Line-of-Credit

Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed August 10,

2015, file no.

to the notes payable and lines-of-credit agreements, dated February 4, 2016, between the Company, Kraig Higginson and Radiant

Life, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed February 9,

2016, file no.

to the Convertible Debenture Agreement, dated February 2, 2016, between the Company and Sactco International, Limited (incorporated

by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file no.

Foreclosure and Forbearance Agreement dated May 25, 2018 between the Company, Wells Fargo Bank, N.A.

and the other parties

thereto (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed June 11, 2018,

Agreement and Plan of Merger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Form of Lock-Up/Leak-Out Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

8% Convertible Debenture (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed August 10, 2015, file no.

Amendment to the notes payable and lines-of-credit agreements, dated February 4, 2016, between the Company, Kraig Higginson and Radiant Life, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file no.

Amendment to the Convertible Debenture Agreement, dated February 2, 2016, between the Company and Sactco International, Limited (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file no.

Promissory Note between Sundance Strategies, Inc.

14 unchanged sentences

and Radiant Life, dated December 19, 2019

of Ethics (incorporated by reference to Exhibit 14 to the Company’s Current Report on Form 8-K filed April 5, 2013,

of BDO USA, LLP dated January 22, 2018

of BDO USA, LLP dated April 18, 2018

Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated April 6, 2021*

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)*

10 unchanged sentences

The XBRL related information in Exhibit 101 shall not be deemed “filed”

for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference

into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by

specific reference in such filing or document.

for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing

or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in

such filing or document.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report

to be signed by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

by the undersigned, thereunto duly authorized.

STRATEGIES, INC.

August 10, 2020

June 29, 2021

Principal Executive Officer and Principal Financial Officer

Authorized Representative)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the Registrant and in the capacities and on the dated indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dated indicated.

of the Board of Directors

1 unchanged sentence

and Principal Financial Officer

August 10, 2020

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 9A. Controls and Procedures