What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-06-29 compared with 2021-06-29 · 24 added, 227 removed, 34 unchanged (88% of the section changed)

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock is quoted on the OTCQB under the symbol “SUND.”

There is no “established trading market”

common stock is quoted on the OTCQB under the symbol “SUND.” There is no “established trading market” for our

shares of common stock.

No assurance can be given that any established trading market for our common stock will develop or be maintained,

and if an established trading market develops in the future, the sale of shares of our common stock that are deemed to be “restricted

securities”

or “control securities”

pursuant to Rule 144 of the SEC by members of management or others may have a substantial

and if an established trading market develops in the future, the sale of shares of our common stock that are deemed to be “restricted

securities” or “control securities” pursuant to Rule 144 of the SEC by members of management or others may have a substantial

adverse impact on any such market.

14 unchanged sentences

January 1 through March 31, 2021

had 94 stockholders of record as of June 29, 2021 and an indeterminate number of stockholders who hold shares in “street

had 93 stockholders of record as of June 29, 2022 and an indeterminate number of stockholders who hold shares in “street

are no present material restrictions that limit our ability to pay dividends on our common or preferred stock.

10 unchanged sentences

Sales of Unregistered Securities

November 10, 2020, the Company issued a private placement memorandum offering, which relied upon exemption from registration provided

by Regulation D, to raise up to $1,000,000 through the issuance of restricted shares of the Company’s common stock (par value $0.001)

to qualified investors.

As of December 31, 2020, the Company had received subscription agreements from family members and business associations

of a stockholder for 500,000 common shares at a purchase price of $1 per share, with proceeds to the Company totaling $500,000.

anticipated that the proceeds will be used to fund general operational activities and exploration of additional financing alternatives.

October 29, 2021, the we issued a private placement memorandum offering to raise up to $500,000 through the issuance of restricted shares

of our common stock (par value $0.001) to qualified investors.

From November 5, 2021 to March 28, 2022, we received subscription agreements

from investors, for 100,000 common shares at a purchase price of $5 per share, including 500,000 warrants exercisable at $5 per share,

vested immediately upon issuance, with a five year expiration.

Proceeds to us totaled $500,000.

February 5, 2022, the Company issued 649,754 warrants to Radiant Life, LLC, 653,150 warrants to the Chairman of the Board of Directors

and a stockholder and 488,583 warrants to Mr.

Dickman in conjunction with various extensions of maturity dates during the period (see

The exercise price of these warrants was $0.05.

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

valuation model, was $1,840,149.

The inputs used in this calculation included a fair value of $1.049 per share, a risk-free rate of

1.76%, volatility of 131.78% and a dividend rate of 0%.

January 5, 2022, the Company issued 200,000 warrants to Radiant Life, LLC in conjunction with monies borrowed (see Note 7).

price of these warrants was $0.05.

The value of the warrants

on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was $205,393.

The inputs used in this calculation included

a fair value of $1.049 per share, a risk-free rate of 1.43%, volatility of 131.78% and a dividend rate of 0%.

of Equity Securities by Us and Affiliated Purchasers

1 unchanged sentence

required of smaller reporting companies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking

used in this Annual Report, the words “may,”

“will,”

“expect,”

“anticipate,”

“continue,”

“estimate,”

“project,”

“intend,”

and similar expressions are intended to identify forward-looking

statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating

results, and financial position.

Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees

of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within

the forward-looking statements as a result of various factors.

Such factors are discussed further below under “Trends and Uncertainties,”

and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of

Reference is also made to the caption “Forward-Looking Statements”

at the forepart of this Annual Report, which

information is incorporated herein by reference.

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

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

or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often

referred to as the “life settlements market.”

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

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

or “the Holders”).

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

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

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

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

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

A Holder, either directly or through a wholly owned

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

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

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

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

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

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

for which the financing was obtained.

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

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

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

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

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

remaining insurance proceeds to us.

the latter part of the fiscal year ended March 31, 2021, we began developing an additional business offering, providing professional

services to specialty structured finance groups, bond issuers and life settlement aggregators.

We have 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, we apply 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.

Our clients may include bond issuers, bond investors, or other structured finance product

We develop 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.

Our goal is to deliver

long-term value and profitability to shareholders by growing our professional services business and asset base, resulting in the ability

to pay dividends to its shareholders.

recently we began working closely with bond placement agents and aggregators to establish various aspects of a proprietary, investment

grade bond offering.

In this arrangement, we participate 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, we use 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.

We provide 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 our advisory role, we are reimbursed for all expenses associated

with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and

then will hold residual rights on the balance of assets once the bond is retired.

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

are 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.

We have 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.

We have engaged a licensed asset manager, whose projected returns will be approved

by the rating agency.

Important for the success of the bond is the treatment of the various cash accounts that will support the bond.

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

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, we 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.

of Operations

Compared to 2020

& Administrative Expenses

and administrative expenses totaled $907,978 and $828,446 during the years ended March 31, 2021, and 2020, respectively.

A significant

portion of these expenses were professional fees, payroll and travel expenses.

The slight increase in expenses from March 31, 2020 to

March 31, 2021 was primarily due to increased professional fees.

Income and Expenses

the year ended March 31, 2021, we received notice that the full PPP Loan amount of $26,458 had been forgiven.

As such, the Company recorded

$26,458 of Gain on Extinguishment of Debt.

the year ended March 31, 2021, other expenses totaled $648,047, consisting of $422,751 of expenses incurred pursuing potential financing

alternatives and $225,296 in interest expense.

the year ended March 31, 2020, other income and expenses totaled $284,388, consisting of $110,000 of expenses incurred pursuing potential

financing alternatives and $174,388 in interest expense.

The increase in other expenses from March 31, 2020 to March 31, 2021 was primarily

due to increases in fees associated with our ongoing efforts to pursue financing alternatives.

the years ended March 31, 2021 and 2020, the Company recorded a net loss before income taxes of $1,529,567 and $1,112,834, respectively,

and had no income tax expense or benefit during either year as a result of a full valuation allowance on the net deferred tax asset.

and Capital Resources

our inception our operations have been primarily financed through sales of equity instruments, debt financing, lines of credit and notes

payable from related parties and the issuance of convertible debentures.

As of March 31, 2021, we had $21,179 of cash, compared to $28,784

as of March 31, 2020.

As of March 31, 2021, the Company had access to draw an additional $4,814,192 on the notes payable, related party

and $3,000,000 on the Convertible Debenture Agreement.

Our monthly expenses are approximately $75,000, which includes salaries of our

employees, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses and estimated legal

and accounting expenses.

Outstanding Accounts Payable as of March 31, 2021 totaled $893,674, and other accrued liabilities totaled $711,152.

We believe that our availability under our existing lines of credit with related parties, our existing capital resources, together with

the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital requirements

for at least the next 12 months, or through June 2022.

Cash Flows Compared to 2020 Cash Flows

the year ended March 31, 2021, we recorded net cash used in operating activities of $818,363, compared to $750,295 used in operating

activities during the year ended March 31, 2020.

The increase in cash used in operating activities was primarily due to an increase of

operating expenses and cash used in exploring potential financing options.

the years ended March 31, 2021 and 2020 no cash was used in or provided by investing activities.

the year ended March 31, 2021 and 2020 net cash provided by financing activities was $810,758, and $778,500, respectively.

activities for both years consisted of borrowing on new related party promissory notes and existing notes payable and lines-of-credits.

Additionally, financing activities for the year ended March 31, 2021 included $500,000 in proceeds raised by issuance of our common stock

through a private placement memorandum.

March 31, 2021, we owed $3,379,698, including accrued interest, for debt obligations.

We owed $2,741,808 in principal pursuant

to notes payable and lines-of-credits from related parties and had fully paid off the principal owing on the 8% Convertible Debenture.

As of March 31, 2021, one note payable and line-of-credit had a principal balance of $859,508 and is due on November 30, 2022,

or when the Company completes a successful equity raise, at which time principal and interest is due in full.

The second note

payable and line-of-credit had a principal balance of $1,056,300, and the line of credit is currently extended through November

A third series of promissory notes had a total principal balance of $826,000 and are due on November 30, 2021.

The convertible

debenture agreement, which has no principal balance due as of March 31, 2021 is open through November 30, 2021.

As of June 29,

2021, there was $4,814,192 available under the lines-of-credit we currently have with related parties and $3,000,000 available

under the 8% convertible debenture agreement.

may borrow money in the future to finance our operations but can make no guarantees that such credit will be made available to us.

such borrowing will increase the risk of loss to the debt holder in the event we are unsuccessful in repaying such loans.

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.

As the company has no current source of revenues, in order to

meet financial obligations, the Company will need to continue to rely on debt financing from related parties and/or raise additional

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 June 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.

The Company also continues to evaluate other debt and equity financing opportunities.

Obligations and Contingencies

following table sets forth payments due by period for fixed contractual obligations by maturity date as of March 31, 2021:

Maturity Date

Year Ended March 31, 2022

Year Ended March 31, 2023

Debt Obligations (1)

Interest payable

obligations consist of the principal pursuant to the notes payable and lines-of-credits from related parties (as mentioned

Accounting Policies and Estimates

preparation of our financial statements requires that we make estimates and judgments.

We base these on historical experience and on

other assumptions that we believe to be reasonable.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

Actual results could differ from those estimates.

Based Compensation , We measure stock-based compensation expense related to employee stock-based awards based on the estimated fair

value of the awards as determined on the date of grant and is recognized as expense over the remaining requisite service period.

the Black-Scholes option pricing model to estimate the fair value of stock options issued as compensation.

The Black-Scholes model requires

the input of highly subjective and complex assumptions, including the estimated fair value of our common stock on the date of grant,

the expected term of the stock option, and the expected volatility of our common stock over the period equal to the expected term of

We estimate forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures

differ from those estimates.

Value, 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.

levels of input are summarized as follows:

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.

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.

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.

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

ended March 31, 2021 and 2020.

recorded values of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values based on their short-term

The recorded values of the Notes Payable, Related Parties and Convertible Debenture approximates the fair values as the interest

rate approximates market interest rates.

Balance Sheet Arrangements

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 5. Market for Registrant’s Common Equity