What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 417 added, 343 removed, 82 unchanged (90% of the section changed)

Financial Statements (Unaudited)

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Balance Sheets

Condensed Consolidated Balance Sheets

and cash equivalents

expenses and other assets

Current Assets

Cash and cash equivalents

Prepaid expenses and other assets

Total Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

AND STOCKHOLDERS’ DEFICIT

portion of notes payable, related parties

repurchase payable

Current Liabilities

Accounts payable

Accrued expenses

Notes payable

Current portion of notes payable, related parties

Stock repurchase payable

Total Current Liabilities

payable, related parties, net of current portion

Long-Term Liabilities

Accrued expenses

Notes payable, related parties, net of current portion

Total Long-Term Liabilities

Total Liabilities

Stockholders’ Deficit

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

- 0 - shares issued

and outstanding

Common stock, authorized 500,000,000 shares, par value $ 0.001 ;

41,308,441 and

40,108,441 shares issued and outstanding as of June 30, 2021 and March 31, 2021, respectively

Additional paid in capital

Accumulated deficit

Stockholders’

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

- 0 - shares issued and outstanding

stock, authorized 500,000,000 shares, par value $ 0.001 ;

41,308,441 and 40,108,441 shares issued and outstanding as of September 30,

2021 and March 31, 2021, respectively

paid in capital

( 29,840,669 )

( 29,484,809 )

Total Stockholders’ Deficit

Stockholders’ Deficit

( 4,998,002 )

( 4,716,062 )

Total Liabilities and Stockholders’ Deficit

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

STRATEGIES, INC.

Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these

condensed consolidated financial statements.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Statements of Operations

Three Months Ended June 30,

Interest Income on Investment in Net Insurance Benefits

General and Administrative Expenses

Loss from Operations

Condensed Consolidated Statements of Operations

from Investments

and Administrative Expenses

from Operations

Income (Expense)

on settlement of liabilities

Other Income (Expense)

Gain on settlement of liabilities

Interest expense

Financing expense

Total Other Income (Expense)

Loss Before Income Taxes

Income Tax Provision (Benefit)

Before Income Taxes

Tax Provision (Benefit)

$ ( 254,645 )

$ ( 332,593 )

Loss per share - basic and diluted

Weighted average shares outstanding - basic and diluted

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

STRATEGIES, INC.

$ ( 355,860 )

$ ( 583,679 )

per share - basic and diluted

average shares outstanding - basic and diluted

The accompanying notes are an integral part of these

condensed consolidated financial statements.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Consolidated Statements of Stockholders’ Deficit

the Three Months Ended June 30, 2021 and 2020

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three and Six Months Ended September 30, 2021 and 2020

Stockholders’

3 unchanged sentences

stock issued for director compensation

compensation - director shares

June 30, 2021

1 unchanged sentence

( 4,761,837 )

Stock-based compensation - director shares

September 30, 2021

$ ( 29,840,669 )

$ ( 4,998,002 )

March 31, 2020

4 unchanged sentences

( 3,977,275 )

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

STRATEGIES, INC.

September 30, 2020

$ ( 28,538,921 )

$ ( 4,309,868 )

The accompanying notes are an integral part of these

condensed consolidated financial statements.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

Statements of Cash Flows

Three Months Ended June 30,

Consolidated Statements of Cash Flows

Six Months Ended September 30,

Operating Activities

3 unchanged sentences

Share based compensation - common stock

Expense paid on behalf of Company by director

Gain on settlement of liabilities

15 unchanged sentences

Cash paid for income taxes

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

STRATEGIES, INC.

The accompanying notes are an integral part of these

Condensed Consolidated financial statements.

Assurance is provided on these financial statements

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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

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

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

information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or

omitted pursuant to such rules and regulations.

As such, these unaudited condensed consolidated financial statements should be read in

conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for

the fiscal year ended March 31, 2021, which was filed with the SEC on June 29, 2021.

The results from operations for the three-month

period ended June 30, 2021, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2022.

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

amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes.

Actual results

could materially differ from those estimates.

and Nature of Operations

Strategies, Inc.

(formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and

engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006;

it had no material business

operations from 2006, until its acquisition of ANEW LIFE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

(1) BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed

consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States

(“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim

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

Certain information and note

disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to

such rules and regulations.

As such, these unaudited condensed consolidated financial statements should be read in conjunction with the

audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended

March 31, 2021, which was filed with the SEC on June 29, 2021.

The results from operations for the three-month period ended September

30, 2021, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2022.

The preparation of financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent

amounts in the Company’s financial statements and the accompanying notes.

Actual results could materially differ from those estimates.

Organization and Nature of

Sundance Strategies, Inc.

known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and engaged in the retail selling

of beverage products to the general public until these endeavors ceased in 2006;

it had no material business operations from 2006, until

its acquisition of ANEW LIFE, INC.

(“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc.

Strategies”, “the Company”, “we” or “our”).

historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products

tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part

of 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.”

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.

STRATEGIES, INC.

(“Sundance Strategies”,

“the Company”, “we” or “our”).

Our historical business model

has focused on purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance

policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part of or all of the sales

price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often referred to as the

“life settlements market.”

During the latter part of the

fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional services to specialty

structured finance groups, bond issuers and life settlement aggregators.

The Company has now assembled an experienced team from the life

settlement marketplace, as well as from other areas such as financial services and public financial markets.

As a professional services

provider, the Company applies industry best practices to advise on the selection of specific portfolios of life insurance policies that

are tailored to meet the needs of its clients.

The Company’s clients may include bond issuers, bond investors, or other structured

finance product issuers.

The Company develops strategies and methodologies which include the acquisition of life insurance portfolios,

then uses common structured finance techniques and proprietary analytics to structure bonds for issuances, including principal protected

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.

Most 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.

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.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

the quarter ended June 30, 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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

During the quarter ended June

30, 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 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 insure 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.

Accounting Policies

have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated

Financial Statements in the Company’s most recent Form 10-K, except as discussed below.

and Diluted Net Income (Loss) Per Common Share

net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods

presented using the treasury stock method.

Diluted net loss per common share is computed by including common shares that may be issued

subject to existing rights with dilutive potential, when applicable.

Potential dilutive common stock equivalents are primarily comprised

of potential dilutive shares resulting from convertible debt agreements and common stock warrants.

Potentially dilutive shares resulting

from convertible debt agreements are evaluated using the if-converted method.

Potentially dilutive securities are not included in the

calculation of diluted net loss per share for the three months ended June 30, 2021 and 2020, because to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of June 30, 2021 and 2020 are comprised of warrants convertible into 4,488,754

and 1,952,000

shares of common stock, respectively.

Accounting Pronouncements

Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on

its results of operations, financial position or cash flows.

Based on that review, the Company believes that none of these pronouncements

will have a significant effect on its financial statements.

STRATEGIES, INC.

These 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 insure 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.

Significant Accounting Policies

There have been no changes to

the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated Financial Statements

in the Company’s most recent Form 10-K, except as discussed below.

Basic and Diluted Net Income (Loss) Per Common

Basic net loss per common share

is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury

stock method.

Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with

dilutive potential, when applicable.

Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares

resulting from convertible debt agreements and common stock warrants.

Potentially dilutive shares resulting from convertible debt agreements

are evaluated using the if-converted method.

Potentially dilutive securities are not included in the calculation of diluted net loss per

share for the three and six months ended September 30, 2021 and 2020, because to do so would be anti-dilutive.

Potentially dilutive securities

outstanding as of September 30, 2021 and 2020 are comprised of warrants convertible into 4,758,754 and 2,133,000 shares of common stock,

respectively.

New Accounting Pronouncements

Not Yet Adopted

The Company has reviewed all recently

issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial

position or cash flows.

Based on that review, the Company believes that none of these pronouncements will have a significant effect on

its financial statements.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

(2) LIQUIDITY REQUIREMENTS

Since the Company’s

inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing from related parties

and the issuance of notes payable and convertible debentures.

As of June 30, 2021, the Company had $ 18,950 of cash assets, compared to

Since the Company’s inception

on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing from related parties and the

issuance of notes payable and convertible debentures.

As of September 30, 2021, the Company had $ 939

of cash assets, compared to $ 21,179

as of March 31, 2021.

As of June 30, 2021, the Company had access to draw an additional $ 4,814,192 on the notes payable, related

party (see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 7).

For the three months ended June 30, 2021, the

Company’s average monthly operating expenses were approximately $ 81,000 , which includes salaries of our employees, consulting

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

The Company anticipates the average

monthly expenses of $ 81,000 to decrease by approximately $ 6,000 over the next 12 months, resulting in ongoing, average

monthly expenses of approximately $ 75,000 .

In addition to the monthly operating expenses, the Company continues to pursue other

debt and equity financing opportunities, and as a result, financing expenses of $ 77,561 were incurred during the three months ended June

As management continues to explore additional financing alternatives, beginning July 1, 2021 the Company is expected to spend

up to an additional $ 400,000 on these efforts.

Outstanding Accounts Payable as of June 30, 2021 totaled $ 555,555 .

Management has

concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements with related

parties will be sufficient to fund its operating working capital requirements for at least the next 12 months, or through August 2022.

Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases in lines-of-credit,

can be relied on.

As of September 30, 2021, the Company had access to draw an additional $ 4,704,192

on the notes payable, related party (see Note 6) and $ 2,700,000

on the Convertible Debenture Agreement (See Note 7).

For the six months ended September 30, 2021, the Company’s average

monthly operating expenses were approximately $ 70,000 ,

which includes salaries of our employees, consulting agreements and contract labor, general and administrative expenses and legal and

accounting expenses.

The Company anticipates the average monthly expenses of $ 70,000

to decrease by approximately $ 6,000

over the next 12 months, resulting in ongoing, average monthly expenses of approximately $ 64,000 .

In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as

a result, financing expenses of $ 10,000

were incurred during the three months ended September 30, 2021.

As management continues to explore additional financing alternatives,

beginning October 1, 2021 the Company is expected to spend up to an additional $ 400,000

on these efforts.

Outstanding Accounts Payable as of September 30, 2021 totaled $ 551,216 .

Management has concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements

with related parties will be sufficient to fund its operating working capital requirements for at least the next 12 months, or through

November 2022.

Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases

in lines-of-credit, can be relied on.

As mentioned above, the Company also continues to evaluate other debt and equity financing opportunities.

recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United

States and several European countries.

The outbreak of COVID-19 originated

in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States and several European

On March 11, 2020, the World Health Organization declared the outbreak a pandemic.

pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties

on which the Company relies.

While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult

to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access

capital, which could negatively impact the Company’s short-term and long-term liquidity.

The ultimate impact of the COVID-19 pandemic

is highly uncertain and subject to change.

The Company does not yet know the full extent of potential delays or impacts on its business,

financing or other activities or on healthcare systems or the global economy as a whole.

However, these effects could have a material

impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.

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

its assets and satisfy its liabilities in the normal course of business.

The COVID-19 pandemic is affecting the

United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies.

While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact

of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively

impact the Company’s short-term and long-term liquidity.

The ultimate impact of the COVID-19 pandemic is highly uncertain and subject

The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities

or on healthcare systems or the global economy as a whole.

However, these effects could have a material impact on the Company’s

liquidity, capital resources, operations and business and those of the third parties on which we rely.

The accompanying financial statements

have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities

in the normal course of business.

(3) FAIR VALUE MEASUREMENTS

defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.

levels of input are summarized as follows:

As defined by ASC Topic 820, “Fair

Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or

paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 also requires the

consideration of differing levels of inputs in the determination of fair values.

Those levels of input are summarized

Quoted prices in active markets for identical assets and liabilities.

Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices

for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant

assumptions are observable in the market.

Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Unobservable inputs that are supported by little or no market activity.

Level 3 assets and liabilities include financial instruments

whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments

for which the determination of fair value requires significant management judgment or estimation.

STRATEGIES, INC.

Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that

is significant to the fair value measurement in its entirety.

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

the three months ended June 30, 2021 and 2020.

Financial Instruments

Company’s recorded values of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities

approximate their fair values based on their short-term nature.

The recorded values of the notes payable and convertible debenture approximate

the fair values as the interest rate approximates market interest rates.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

The level in the fair value hierarchy

within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement

in its entirety.

The Company did not have any transfers

of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the six months ended September 30,

2021 and 2020.

Other Financial Instruments

The Company’s recorded values

of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities approximate their fair values

based on their short-term nature.

The recorded values of the notes payable and convertible debenture approximate the fair values as the

interest rate approximates market interest rates.

(4) STOCKHOLDERS’ EQUITY

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

director 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 granted.

Using a fair value stock price of $ 0.062 per share, the transaction resulted in a compensation

expense of $ 73,920 , of which $ 55,440 was recognized during the three months ended June 30, 2021, and the remainder will be recognized

during the three months ending September 30, 2021 according to the vesting schedule outlined above.

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 lender’s

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.

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.

April 6, 2021, the Company borrowed $ 300,000 under an unsecured promissory note with Satco International,

On May 4, 2021, the Company issued

1,200,000 shares of the Company’s common stock to members of the Board of Directors in lieu of director compensation.

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

Using a fair value stock price of $ 0.062 per share, the transaction resulted in a compensation expense of $ 73,920 , of which $ 55,440 was

recognized during the three months ended June 30, 2021, and the remainder was recognized during the three months ending September 30,

Warrants to Purchase Common

following table summarizes the changes in warrants outstanding of the Company during the six months ended September 30, 2021:

SCHEDULE OF WARRANT OUTSTANDING

Number of Warrants

Weighted Average Exercise Price

Outstanding at March 31, 2021

Outstanding at September 30, 2021

the fiscal year ended March 31, 2021, the Company’s related party lenders consisting of:

the Chairman of the Board of

Directors and a stockholder, Radiant Life, LLC and Mr.

Dickman, the holder of the related party unsecured promissory notes, all

amended their agreements to provide each related party with common stock warrants upon the lender’s extension of a maturity

due date or upon the loaning of additional monies.

number of warrants issued for an extension is based on the following formula:

10,000 warrants per month the due date is

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

(rounded to the nearest whole warrant) .

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

each dollar loaned.

All warrants issued under these terms have an exercise price of $ 0.05 and

expire 5 years from the date of issuance.

During the six months ended

September 30, 2021, the Company issued 200,000 warrants to Radiant Life, LLC and 20,000 warrants to the Chairman of the Board of Directors

and a stockholder in conjunction with monies borrowed during the period (see Note 6) per the terms outlined above.

April 6, 2021, the Company borrowed $ 300,000

under an unsecured

promissory note with Satco International, Ltd.

(see Note 5).

This promissory note bears interest at a rate of 8 % annually and is due July 5, 2021 .

This note is 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.

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 $ 0.062

per share, a risk-free rate of 0.35 %, volatility of 50.3 % and a dividend rate of 0 %.

STRATEGIES, INC.

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.

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

used in this calculation included a fair value of $ 0.062

per share, a risk-free rate of 0.35 %,

volatility of 50.3 %

and a dividend rate of 0 %.

July 29, 2021, the Company borrowed an additional $ 50,000

from Radiant Life, LLC, a related party.

In conjunction with this specific loan event, a one-time agreement specifies that

the associated warrants issued totaled 50,000 ,

have an exercise price of $ 2.00 ,

and expire in 5

following table summarizes the warrants issued and outstanding as of September 30, 2021:

OF WARRANTS ISSUED AND OUTSTANDING

Exercise Price ($)

Warrants Outstanding

Warrants Exercisable

Weighted Average Remaining Contractual

Proceeds to Company if Exercised

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

The average remaining outstanding life of the warrants as of March 31, 2021, was 3.47

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

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

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

of June 30, 2021 and March 31, 2021, the Company held outstanding warrants to related parties totaling 4,488,754 and 3,488,754 , respectively.

3,488,754 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 .

1,000,000 warrants have an exercise price of $ 1.00 per share, a three -year life as of the date of grant and expire

in April 2024 .

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

was not significant.

The average remaining outstanding life of the warrants as of March 31, 2021, was 3.63 years .

The shares of common

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

(5) NOTES PAYABLE

April 6, 2021, the Company borrowed $ 300,000 under an unsecured promissory note with Satco International,

This promissory note bears interest at a rate of 8 % annually and is due July 5, 2021 .

Subsequent to June 30, 2021,

the due date of this note was extended to October 6, 2021 (see Note 8).

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 October 6, 2021.

Subsequent to September 30, 2021, the unsecured promissory

note with Satco International, Ltd.

was amended to extend the due date from October 6, 2021 to January 6, 2022, or

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

This extension has no bearing on the warrants

that were issued in conjunction with the original promissory note.

This note is separate from the 8 %

1 unchanged sentence

In conjunction with this note, the Company

issued warrants for 1,000,000 shares of common stock, exercisable at $ 1.00 per share and expiring in 3 years from the date of

the promissory note.

issued warrants for 1,000,000

shares of common stock, exercisable at $ 1.00

per share and expiring in 3

years from the date of the promissory note.

As of September 30, 2021, accrued interest on the note totaled $ 11,638 .

(6) NOTES PAYABLE, RELATED PARTY

of both June 30, 2021, and March 31, 2021, the Company had borrowed $ 2,741,808 excluding accrued interest, from related parties.

As of September 30, 2021, and

March 31, 2021, the Company had borrowed $ 2,901,808 and $ 2,741,808 excluding accrued interest, respectively, from related parties.

interest associated with the Notes Payable, Related Party of $ 635,765 and $ 513,665 is recorded on the balance sheet as an Accrued Expense

obligation at June 30, 2021 and March 31, 2021, respectively.

Party Promissory Notes

of both June 30, 2021 and March 31, 2021, the Company owed $ 826,000 under the unsecured promissory notes from Mr.

stockholder and member of the Board of Directors.

obligation at September 30, 2021 and March 31, 2021, respectively.

Related Party Promissory Notes

As of both September 30, 2021 and March 31, 2021, 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.

The notes are due on November

The notes are due on November 30, 2021 , or at the immediate time when alternative

financing or other proceeds are received.

During the six months ended September 30, 2021, the Company neither borrowed any additional

funds under this agreement nor made any principal repayments.

As of September 30, 2021, accrued interest on the notes totaled $ 181,800 .

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

29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC.

This agreement was in conjunction with

the Company borrowing $ 50,000 of Notes Payable, Related Party on the date of the agreement, and is not part of the existing note payable

and lines of credit agreement the Company has with Radiant Life, LLC.

The promissory note bears interest at a rate of 8 % annually and

is due on July 29, 2022.

In conjunction with this specific loan event, the agreement awards Radiant Life, LLC with 50,000 common stock

warrants, which have an exercise price of $ 2.00 , and expire in 5 years (see Note 4).

As of September 30, 2021, accrued interest on the

note totaled $ 695 .

Related Party Note Payable and Line of Credit Agreements

of September 30, 2021 and March 31, 2021 , the Company owed $ 1,066,300 and

$ 1,056,300 ,

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

The note is due November

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

During the three months ended June 30,

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

As of June 30, 2021,

accrued interest on the notes totaled $ 161,684 .

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 both June 30, 2020 and March 31, 2021 , the Company owed $ 1,056,300 , exclusive of accrued

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

is due November 30, 2022 or at the immediate time when alternative financing or other proceeds are received.

As of September

30, 2021 , the agreement allowed for borrowings of up to $ 4,600,000 .

During the three months ended June 30, 2021, the Company neither

borrowed any additional funds under this agreement nor made any principal repayments.

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 six months ended September 30, 2021, the Company borrowed an additional $ 10,000 under

the agreement and did not make any principal repayments.

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.

As of September 30,

2021 , accrued interest on this note totaled $ 182,304 .

As discussed in Note 5, 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

No new warrants were issued during the three months ended June 30, 2021.

The total number of warrants issued to the related party

lender was 1,707,000 as of June 30, 2021 (see Note 5 for further details on these warrants).

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

STRATEGIES, INC.

As discussed in Note 5, 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.

During the six months ended September 30, 2021,

the Company issued 20,000 warrants

for $ 10,000 borrowed

during the period.

The total number of warrants issued to the related party lender was 1,727,000 as

of September 30, 2021 (see Note 5 for further details on these warrants).

warrants have an exercise price of $ 0.05 per

share and have a 5 -year

exercise window from the respective dates of issuance.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

of June 30, 2021 and March 31, 2021, the Company owed $ 859,508 in principle under the note payable and lines of credit agreement with

Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors.

The agreement allows for borrowings of up to

$ 2,130,000 .

The principal and interest on the note are due November 30, 2022 or at the immediate time when alternative financing or other

proceeds are received.

The note payable and line of credit agreement incurs interest at 7.5 % per annum and is collateralized by the Company’s

NIBS, if any.

During the three months ended June 30, 2021 the Company neither borrowed nor repaid any principal under this agreement.

As of June 30, 2021, accrued interest on this agreement totaled $ 249,545 .

As discussed in Note 5, 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.

No new warrants were issued during the three months ended June 30, 2021.

The total number of warrants issued to the

related party lender was 579,754 as of June 30, 2021 (see Note 5 for further details on

these warrants).

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

September 30, 2021 and March 31, 2021, the Company owed $ 959,508 and $ 859,508 in principle, 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 .

The principal and interest on the note are due November 30, 2022 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 six months ended September 30, 2021, the Company borrowed an additional $ 100,000 under

the agreement and did not make any principal repayments.

As of September 30, 2021, accrued interest on this agreement totaled $ 270,966 .

As discussed in Note 5, 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 the existing agreement, 200,000 warrants were issued

for $ 100,000 borrowed during the six months ended September 30, 2021.

These warrants have an exercise price of $ 0.05 per share and have

a 5 -year exercise window from the respective dates of issuance.

number of warrants issued to the related party lender, including the warrants issued in conjunction with the one-time lending event, was

829,754 as of September 30, 2021 (see Note 5 for further details on these warrants).

(7) CONVERTIBLE DEBENTURE AGREEMENT

Company has entered into an 8 % convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $ 3,000,000 .

The Company has entered into

convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $ 3,000,000 .

The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock

of the Company on June 2, 2016.

Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained

by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s

common stock from the date the notice of conversion is received;

and the price at which the Debenture may be converted will be no lower

than $ 1.00 per share.

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

As of June 30, 2021 and March 31, 2021, the Company owed $ 0 under the agreement, excluding accrued interest.

The associated

interest of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2021 and March 31, 2021.

the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal

and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s common stock from the date the notice

of conversion is received;

and the price at which the Debenture may be converted will be no lower than $ 1.00

The original maturity date was June

2, 2016 , but was later extended, through a series of extensions, to July

On August 9, 2021, the note was amended to extend the due date from July 5, 2021

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

This extension

has no bearing on the warrants that were issued in conjunction with the original promissory note.

As of September 30, 2021 and March

31, 2021, the Company owed $ 0 under the agreement, excluding accrued interest.

The associated interest of $ 124,225 is recorded on the

balance sheet as an Accrued Expense obligation at September 30, 2021 and March 31, 2021.

(8) SUBSEQUENT EVENTS

to June 30, 2021, the following events transpired:

August 9, 2021, the unsecured promissory note with Satco International, Ltd.

(see Note 5) was

amended to extend the due date from July

5, 2021 to October 6, 2021 , or at the immediate time when alternative financing or other proceeds are received.

extension has no bearing on the warrants that were issued in conjunction with the original promissory note.

On July 29, 2021, the

Company borrowed an additional $ 50,000 on Notes Payable, Related Party line of credit with Radiant Life, LLC.

In conjunction with this

specific loan event, a one-time agreement specifies that the associated warrants issued totaled 50,000 , have an exercise price of $ 2.00 ,

and expire in 5 years .

Subsequent to September 30, 2021,

the following events transpired:

On November 5, 2021,

the Company issued a private placement memorandum offering to raise up to $ 500,000

through the issuance of restricted shares of the Company’s common stock (par value $ 0.001 )

to qualified investors.

As of November 15, 2021, the Company has received a subscription agreement from an introduction through

related parties, which is a business association of a stockholder for 40,000

common shares at a purchase price of $ 5

per share, including 200,000

warrants exercisable at $ 5

per share over the next five

Proceeds to the Company totaled $ 200,000 .

November 9, 2021 the unsecured promissory note with Satco International, Ltd.

(see Note 5) was amended to extend the due date from October

6, 2021 to January 6, 2022, or at the immediate time when alternative financing or other proceeds are received.

This extension has no

bearing on the warrants that were issued in conjunction with the original promissory note.

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

What changed 10-Q

Item 1. Financial Statements