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Item 8. Financial Statements and Supplementary Data

2022-06-29 compared with 2021-06-29 · 541 added, 388 removed, 269 unchanged (78% of the section changed)

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TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (PCAOB ID NO:

Consolidated Balance Sheets as of March 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended March 31, 2022 and 2021

Consolidated Statements of Stockholders’

Deficit for the Years Ended March 31, 2021 and 2020

Consolidated Statements of Stockholders’ Deficit for the Years Ended March 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended March 31, 2022 and 2021

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on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sundance

Strategies, Inc.

and Subsidiaries (“the Company”) as of March 31, 2021 and 2020, the related consolidated statements of operations

, stockholders’

deficit, and cash flows for each of the years in the two-year period ended March 31, 2021 and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present

fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations

and its cash flows for each of the years in the two-year period ended March 31, 2021, in conformity with accounting principles generally

accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

have audited the accompanying consolidated balance sheets of Sundance Strategies, Inc.

and Subsidiary (“the Company”) as

of March 31, 2022 and 2021, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each

of the years in the two-year period ended March 31, 2022 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company

as of March 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended

March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

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that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that

are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not,

by communicating the critical audit matters below, providing a separate audit opinion on the critical audit matters or on the

accounts or disclosures to which it relates.

of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing a separate audit opinion on the critical audit matters or on the accounts or disclosures

to which it relates.

of a Going Concern

of the Critical Audit Matter

described further in Note 9 to the financial statements, the Company has relied on debt and equity financing to finance operations,

as there are not sufficient cash flows from operations, which raises doubt about its ability to continue as a going concern.

described further in Note 9 to the financial statements, the Company has relied on debt and equity financing to finance operations, as

there are not sufficient cash flows from operations, which raises doubt about its ability to continue as a going concern.

has implemented plans to alleviate the substantial doubt.

Management plans to address the concerns, as needed, by (a) utilizing

recent financing obtained through notes payable;

Management plans to address the concerns, as needed, by (a) utilizing recent

financing obtained through notes payable;

(b) utilizing current lines of credit.

When considering these factors in conjunction

with the Company’s operating plan, management believes it has sufficient ability to fund operations and satisfy the Company’s

obligations as they come due for at least one year from the financial statement issuance date.

determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and execution

uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions

in their determination.

When considering these factors in conjunction with the

Company’s operating plan, management believes it has sufficient ability to fund operations and satisfy the Company’s obligations

as they come due for at least one year from the financial statement issuance date.

determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and execution

uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their

determination.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following,

among others:

performed testing procedures such as analytical procedures to identify conditions and events that indicate there could be

substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of time.

reviewed and evaluated management’s plans for dealing with adverse effect of these conditions and events that raised

doubt about the Company’s ability to continue as a going concern.

tested the reasonableness of management’s assessment of whether the Company has sufficient liquidity to fund operations

for at least one year from the financial statement issuance date.

assessed whether the Company’s determination that there is substantial doubt about its ability to continue as a going

concern was adequately disclosed.

of Equity-based Compensation

audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among

We performed testing procedures

such as analytical procedures to identify conditions and events that indicate there could be substantial doubt about the entity’s

ability to continue as a going concern for a reasonable period of time.

We reviewed and evaluated

management's plans for dealing with adverse effect of these conditions and events that raised doubt about the Company’s ability

to continue as a going concern.

tested the reasonableness of management’s assessment of whether the Company has sufficient liquidity to fund operations for

at least one year from the financial statement issuance date.

We assessed whether the

Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

of Equity-based Instruments

of the Critical Audit Matter

the year ended March 31, 2021, the Company issued common stock and warrants that required management to assess the fair value

of these instruments in order to record and disclose the transactions.

The Company’s common stock does not trade on an active

The Company utilized a third-party valuation specialist to assist in the determination of the fair value of the Company’s

common stock.

The valuation specialist utilized an income method approach to discern the equity value of the Company.

uses certain assumptions related to scenario weighting, revenue and expense projections, weighted average cost of capital and

lack of marketability discount.

identified auditing the valuation of the equity-based compensation as a critical audit matter due to the significant judgements

used by the Company in determining value of its common stock.

Auditing the determination and valuation of the common stock involved

a high degree of auditor judgement, and specialized skills and knowledge were needed.

the year ended March 31, 2022, the Company issued common stock and warrants that required management to assess the fair value of

these instruments in order to record and disclose the transactions.

The Company’s common stock does not actively trade on an

active market.

The Company utilized a valuation methodology that incorporated the price from equity instruments issued for cash and

also utilized a third-party valuation specialist to assist in the determination of the fair value of the Company’s common

identified auditing the valuation of the equity-based compensation as a critical audit matter due to the significant judgements used

by the Company in determining value of its common stock.

Auditing the determination and valuation of the common stock involved a high

degree of auditor judgement, specialized skills and knowledge.

the Critical Audit Matter Was Addressed in the Audit

audit procedures included the following, among others:

evaluated the reasonableness and appropriateness of the choice of valuation methodology and model used for valuing the common

tested the reasonableness of the assumptions used by the third-party specialist and the Company in the valuation model, including

scenario weighting, revenue and expense projections and discount rates.

tested the accuracy and completeness of data used in developing the assumptions used in the valuation models.

developed an independent expectation for comparison to the Company’s estimates, which included developing our own discount

evaluated the knowledge, skill and ability of the third-party specialist and the specialist’s independence in relation

to the Company.

evaluated the accuracy and completeness of the Company’s presentation of these instruments in the financial statements

and related disclosures, including evaluating whether such disclosures were in accordance with relevant accounting standards.

evaluated the reasonableness and appropriateness of the choice of valuation methodology and

model used for valuing the common stock.

tested the reasonableness of the assumptions used by the Company in the valuation model,

including scenario weighting, revenue and expense projections and discount rates.

tested the accuracy and completeness of data used in developing the assumptions used in the

valuation models.

developed an independent expectation for comparison to the Company's estimates, which included

developing our own discount rates.

evaluated the accuracy and completeness of the Company’s presentation of these instruments

in the financial statements and related disclosures, including evaluating whether such disclosures

were in accordance with relevant accounting standards.

● Professionals

with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the valuation models deployed

by management.

with specialized skill and knowledge were utilized by the Firm to assist in the evaluation

of the valuation models deployed by management.

Sadler, Gibb & Associates, LLC

have served as the Company’s auditor since 2018.

STRATEGIES, INC.

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Balance Sheets

March 31, 2022

March 31, 2021

Current Assets

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Total Current Assets

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

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Accrued expenses

Notes payable

Current portion of notes payable, related parties

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Total Liabilities

Stockholders’

Stockholders’ Deficit

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

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

40,108,441 and 37,828,441 shares issued and outstanding as of March 31, 2021 and 2020, respectively

41,408,441 and 40,108,441 shares issued

and outstanding as of March 31, 2022 and 2021, respectively

Additional paid in capital

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( 29,484,809 )

Total Stockholders’

Total Liabilities and Stockholders’

Total Stockholders’ Deficit

( 5,026,867 )

( 4,716,062 )

Total Liabilities and Stockholders’ Deficit

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

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Statements of Operations

Interest Income on Investment in Net Insurance Benefits

Year Ended March 31,

Income from Investments

General and Administrative Expenses

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Other Income (Expense)

Gain on Extinguishment of Debt

Gain (loss) on extinguishment of debt

( 1,869,971 )

Gain on settlement of liabilities

Interest expense

Financing expense

Total Other Income (Expense)

Total Other Expense

( 2,070,227 )

Loss Before Income Taxes

( 2,760,936 )

( 1,529,567 )

Income Tax Provision (Benefit)

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AND SUBSIDIARY

Statements of Stockholders’

Statements of Stockholders’ Deficit

the Years Ended March 31, 2022 and 2021

Stockholders’

Balance, March 31, 2020

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$ ( 3,726,189 )

Balance, March 31, 2020

(27,955,242 )

Common stock issued for consulting services

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Common stock issued for cash

( 1,529,567 )

Balance, March 31, 2021

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( 4,716,062 )

Common stock issued for director compensation

Common stock and warrants issued for cash

Warrants issued in connection with debt issuances

Warrants issued in connection to extinguishment of debt

( 2,765,085 )

Balance, March 31, 2022

$ ( 32,249,894 )

$ ( 5,026,867 )

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

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$ ( 1,529,567 )

Adjustments to reconcile to net cash provided by (used in) operating activities:

Adjustments to reconcile to net cash used in operating activities:

Share based compensation - common stock

Expense paid on behalf of Company by director

Gain on Extinguishment of Debt

Gain on settlement of liabilities

Loss (gain) on extinguishment of debt

Amortization of debt discount

Changes in operating assets and liabilities

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Proceeds from issuance of notes payable, related party

Proceeds from issuance of notes payable

Common stock issued for cash

Proceeds from Paycheck Protection Program loan

Debt issuance costs

Net Cash provided by Financing Activities

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Cash paid for income taxes

Non Cash Financing & Investing Activities, and Other Disclosures

Issued warrants as debt issuance costs

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

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

ORGANIZATION AND BASIS OF PRESENTATION

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

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

(“Sundance

Strategies”, “the Company”, “we”

or “our”).

(“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

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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

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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.

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principal protected bonds.

The Company’s goal is to deliver long-term value and profitability to shareholders by growing the Company’s

professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

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

investment grade bond offering.

In this arrangement, the Company participates as the sole originator in the role of structuring and advising

on the structure of the proprietary bond instrument.

Included in the role of structuring financial assets, the Company uses proprietary

analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies)

and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy

requirements and analytics.

The Company provides current and ongoing resources for all analytics, as well as advisement support for the

investment and non-investment grade ratings for the managed asset pool and the managed cash accounts.

In its advisory role, the Company

is reimbursed for all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment

upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.

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

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

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

US Capital Global Securities LLC is the lead placement

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

The Company has worked

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

This initial rating is based

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

Once a percentage of

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

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

The Company has engaged a licensed asset manager,

whose projected returns will be approved by the rating agency.

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

cash accounts that will support the bond.

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

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

The Investment and Cash Reserve accounts are

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

A nationally recognized trust manager

has been engaged to 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.

STRATEGIES, INC.

the latter part of the year ended March 31, 2021, 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.

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.

January 1, 2022, the Company entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that

requires the Company to make an initial $ 100,000 payment and up to an additional $ 400,000 in the future (which will be financed by the

Consultant via a promissory note).

The $ 400,000 obligation is contingent upon the Consultant and the Company successfully reaching certain

Further, the agreement requires the Company to issue between 1,000,000 and 10,000,000 stock options (which are exercisable

into the Company’s common stock at prices between $ 1.00 to $ 2.50 per share) contingent upon the Consultant and the Company successfully

reaching certain milestones.

The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible

tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $ 100 million and $ 500 million.

will be used to purchase Life Settlements for which the Company will be an advisor.

As of March 31, 2022 and the issuances of these financial

statements, none of the milestones related to the potential issuance of equity have been

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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an original maturity of three months or less to be cash equivalents.

and Diluted Net Loss Per Common Share, 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

Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method.

dilutive securities are not included in the calculation of diluted net loss per share for the years ended March 31, 2021 and 2020, because

to do so would be anti-dilutive.

Potentially dilutive securities outstanding as of March 31, 2021 and 2020 include warrants convertible

into 3,488,754 and 1,702,000 shares of common stock, respectively.

Based Compensation , The Company measures 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 Company utilizes 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 the Company’s common

stock on the date of grant, the expected term of the stock option, and the expected volatility of the Company’s common stock over

the period equal to the expected term of the grant.

The Company estimates forfeitures at the date of grant and revises the estimates,

if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Taxes, The Company accounts for income taxes under FASB ASC 740, “Income Taxes”.

and Diluted Net Loss Per Common Share , 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 years ended March 31, 2022 and 2021, because to do so would be anti-dilutive.

dilutive securities outstanding as of March 31, 2022 and 2021 include warrants convertible into 7,520,241

and 3,488,754

shares of common stock, respectively.

Based Compensation and Financing Costs , The Company measures stock-based compensation expense related to employee stock-based awards

and stock based expense associated with certain financing costs 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 for options and vesting period for warrants.

utilizes the Black-Scholes pricing model to estimate the fair value of stock options issued as compensation and warrants issued as financing

The Black-Scholes model requires the input of highly subjective and complex assumptions, including the estimated fair value of

the Company’s common stock on the date of grant, the expected term of the stock option and warrant, and the expected volatility

of the Company’s common stock over the period equal to the expected term of the grant.

The Company estimates forfeitures at the

date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Taxes , The Company accounts for income taxes under FASB ASC 740, “Income Taxes”.

Deferred income tax assets and liabilities

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Accounting standards require the

consideration of a valuation allowance for deferred tax assets if it is “more likely than not”

that some component or all

consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all

of the benefits of deferred tax assets will not be realized.

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All intercompany accounts and transactions are eliminated in consolidation.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

Value, As defined by ASC Topic 820, “Fair Value Measurements and Disclosures”

(“ASC 820”), fair value is

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

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

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

levels of input are summarized as follows:

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the years ended March 31, 2022 and 2021.

Company’s recorded values of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values

based on their short-term nature.

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NEW ACCOUNTING PRONOUNCEMENTS

During the Year Ended March 31, 2021

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses.

ASU 2016-13 requires entities to report “expected”

credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss”

These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions,

and reasonable and supportable forecasts.

This ASU will also require enhanced disclosures relating to significant estimates and judgments

used in estimating credit losses, as well as the credit quality.

The amendments are effective for the Company’s fiscal year beginning

April 1, 2020, including interim periods within that fiscal year.

The adoption of this standard did not have an impact on the consolidated

financial statements because the Company does not hold financial instruments subject to credit losses.

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

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in cash and cash equivalents as of March 31, 2022, and 2021, respectively.

The Company maintains non-interest-bearing accounts at one

financial institution.

The accounts at this institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

STOCKHOLDERS’

December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price

to the Company of $0.05 per share.

The Company has cancelled the acquired shares, which decreased the outstanding common shares on the

books of the Company.

The total number of common shares canceled/retired was 8,000,000.

The total liability related to the repurchase

of these shares is $400,000, with repayment contingent on a major financing event.

August 2020, the Company awarded members of the Board of Directors a total of 1,500,000 shares of the Company’s common stock, in

The Company maintains non-interest-bearing accounts at two

financial institutions.

The accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 .

STOCKHOLDERS’ EQUITY

October 29, 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.

From November 5, 2021 to March 28, 2022, the Company

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 the Company totaled $ 500,000 .

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 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 granted.

Using a fair value

stock price of $ 0.062

per share, the transaction resulted in a compensation

expense of $ 73,920 .

August 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.

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$ 0.0223 per share, the transaction resulted in a compensation expense of $ 33,450 , which was fully recognized during the year ended March

October 5, 2020, the Company granted one of its consultants 280,000 shares of the Company’s common stock in exchange for services

The shares vested upon issuance, and the Company is under no obligation to register the restricted shares.

Using a fair value

stock price of $0.0223 per share, the transaction resulted in a consulting expense of $6,244, which was fully recognized during

the year ended March 31, 2021.

stock price of $ 0.0223 per share, the transaction resulted in a consulting expense of $ 6,244 , which was fully recognized during the year

ended March 31, 2021.

November 10, 2020, the Company issued a private placement memorandum offering 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.

shares of the Company’s common stock (par value $ 0.001 ) to qualified investors.

As of March 31, 2021, the Company had received

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

December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price

to the Company of $ 0.05 per share.

The Company has cancelled the acquired shares, which decreased the outstanding common shares on the

books of the Company.

The total number of common shares canceled/retired was 8,000,000 .

The total liability related to the repurchase

of these shares is $ 400,000 , with repayment contingent on a major financing event.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

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.

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.

STRATEGIES, INC.

following table summarizes the changes in warrants outstanding of the Company during years ended March 31, 2022 and 2021:

SCHEDULE OF WARRANT OUTSTANDING

Exercise Price ($)

at March 31, 2020

Outstanding at

March 31, 2021

Outstanding at March 31, 2022

Company’s related party lenders consist of:

the Chairman of the Board of Directors and a stockholder, Radiant Life, LLC and Mr.

Dickman, a board member and stockholder.

These holders of the related party unsecured promissory notes, hold agreements that provide

each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning of additional

The 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.

issued under these terms vested immediately upon issuance, have an exercise price of $ 0.05 , and expire 5 years from the date of issuance.

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

Dickman in conjunction with various extensions of maturity dates during the period (see Note 7) per the terms outlined above.

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 the underlying common stock of $ 1.049 per

share, a risk-free of 1.76 %,

volatility of 131.78 %

and a dividend rate of 0 %.

Subsequent to March 31, 2022, the exercise price was adjusted from $ 0.05 to

which was the estimated fair market value of the common stock on the grant date (see Note 11).

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

outlined above.

The exercise price of these warrants was $ 0.05 .

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 the underlying common stock of $ 1.049 per share, a risk-free rate of 1.43 %, volatility of 131.78 % and a dividend rate of

The Company determined the cost of debt issuance to be $ 40,211 , to originally be amortized quarterly through November 30, 2022 (the

due date of the lender’s line of credit at the time of the borrowing event).

As such, $ 10,389 of debt discount was amortized as

interest expense until February 7, 2022.

On February 7, 2022, the related party note payable and line of credit agreement was amended

to extend the due date from November 30, 2022 to November 30, 2023, and on the date of the amendment the Company recorded the remaining

$ 29,822 of debt discount as a loss on extinguishment of debt.

Subsequent to March 31, 2022, the exercise price was adjusted from $ 0.05

to $ 1.05 , which was the estimated fair market value of the common stock on the date of the lending event (see Note 11).

August 1, 2021 and September 16, 2021, the Company issued 200,000 warrants to Radiant Life, LLC and 20,000 warrants to the Chairman of

the Board of Directors and Mr.

Dickman in conjunction with monies borrowed during the period (see Note 7) per the terms outlined above.

The exercise price of these warrants was $ 0.05 .

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 ranging from 0.81 % to 0.84 %, volatility ranging from

41.97 % to 42.01 % and a dividend rate of 0 %.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

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 estimated fair 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

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 CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

mentioned above, on October 29, 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.

From November 5, 2021 to

March 28, 2022, the Company 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.

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

from Radiant Life, LLC.

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

issued totaled 50,000 ,

vested immediately upon issuance, have an exercise price of $ 2.00 ,

and expire in 5

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 the underlying common stock of $ 0.062

per share, a risk-free rate of 0.66 %

volatility of 42.14 %

and a dividend rate of 0 %.

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

under an unsecured promissory note with Satco International, Ltd.

(see Note 6).

In conjunction

with this note, the Company issued warrants exercisable into 1,000,000

shares of common stock, which vest immediately upon issuance, exercisable at $ 1.00

per share and expire three 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 the

underlying common stock of $ 0.062

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

volatility of 50.3 %

and a dividend rate of 0 %.

October 1, 2020, the related party, note payable and line of credit agreement with Radiant Life, LLC, 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.

the provision in place, 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.

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 inputs used in this calculation included a fair value of the underlying

common stock of $ 0.0223 per share, a risk-free rate of 0.27 %, volatility of 27 % and a dividend rate of 0 %.

April 3, 2020 to October 27, 2020, in the Company issued warrants for 527,600 shares of common stock in conjunction with borrowing $ 263,800

from the Chairman of the Board of Directors and a stockholder,

and an additional 679,400 shares in conjunction with a due date extension on the note payable and line of credit with the Chairman of

the Board of Directors and a stockholder.

These warrants had an exercise price of $ 0.05 per share and a

5 -year exercise window from the date of issuance.

The estimated fair value of the warrants on the dates 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 the underlying

common stock of $ 0.0223 per share, a risk-free rate of 0.23 % to 0.39 %, volatility of 41.6 % to 123.85 %

and a dividend rate of 0 %.

following table summarizes the warrants issued and outstanding as of March 31, 2022:

SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

Weighted Average

Remaining Contractual

Proceeds to Company

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 PAYABLE

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

under an unsecured

promissory note with Satco International, Ltd.

This promissory note bears interest at a rate of 8 %

annually and was due January

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

On February 2, 2022, the unsecured promissory note with Satco International, Ltd.

to extend the due date from January

6, 2022 to April 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

This note is separate from the 8 %

convertible debenture agreement that the Company has in place with Satco International, Ltd.

(see note 7).

As of March 31, 2022 accrued

interest on the note totaled $ 23,605 .

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

NOTES PAYABLE, RELATED PARTY

4 unchanged sentences

of both March 31, 2022 and 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 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.

The promissory notes

bear interest at a rate of 8 % annually.

On February 10, 2022, the notes were amended to extend the due date from November 30, 2021 to

October 31, 2022, or at the immediate time when alternative financing or other proceeds are received.

As per the provision outlined in

Note 5, and in conjunction with the extension of the due date of the promissory notes, the Company also agreed to provide Mr.

with warrants for 488,583 shares of common stock (see Note 5), During the year ended March 31, 2022, the Company neither borrowed any

additional funds under this agreement nor made any principal repayments.

As of March 31, 2022, accrued interest on the notes totaled

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

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

This agreement was in conjunction

with the Company borrowing $ 50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit

agreement the Company has with Radiant Life, LLC.

The promissory note bears interest at a rate of 8 % annually and is due on July 29,

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 5).

As of March 31, 2022, accrued interest on the note totaled $ 2,758 .

Party Note Payable and Line of Credit Agreements

1 unchanged sentence

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

On February 7, 2022, the related party note payable and line of credit agreement was amended to extend the due date from November 30,

2022 to November 30, 2023, or at the immediate time when alternative financing or other proceeds are received.

1 unchanged sentence

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.

As of March 31, 2021 , accrued

31, 2022, the Company borrowed $ 10,000 in principal and made no repayments of principal on this agreement.

The note payable and

line of credit agreement incurs interest at 7.5 % per annum As of March 31, 2022 , accrued

interest on this note totaled $ 222,180 .

discussed in Note 5, effective 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 (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.

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 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.

STRATEGIES, INC.

As per the provision outlined in Note 4, and in conjunction with the due date extension and the

$ 10,000 borrowed during the year ended March 31, 2022, the Company also agreed to provide the Chairman of the Board of Directors and

a stockholder, with warrants for 673,150 shares of common stock, vested immediately upon issuance, having an exercise price of $ 0.05

per share, and a 5 -year exercise window from the dates of issuance.

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

2,380,150 as of March 31, 2022 (see Note 5 for further details on these warrants).

of March 31, 2022 and 2021, the Company owed $ 1,059,508 and $ 859,508 in principal, respectively, under the note payable and lines of

credit agreement with Radiant Life, LLC.

The agreement allows for borrowings of up to $ 2,130,000 .

On February 7, 2022, the related party

note payable and line of credit agreement was amended to extend the due date from November 30, 2022 to November 30, 2023, 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 %

During the year ended March 31, 2022 the Company borrowed $ 200,000 of principal under this agreement and made no repayments.

As of March 31, 2022, accrued interest on this agreement totaled $ 319,610 .

As per the provision outlined in Note 5, and in conjunction

with the due date extension and the $ 200,000 borrowed under the note payable and lines of credit agreement during the year, the Company

also agreed to provide Radiant Life, LLC with warrants for 1,099,754 shares of common stock, vested immediately upon issuance, a 5 -year

exercise window from the dates of issuance, 50,000 warrants having an exercise price of $ 2.00 per share, and the remainder having an

exercise price of $ 0.05 per share.

The total number of warrants issued to the related party lender was 1,679,508 as of March 31, 2022

(see Note 5 for further details).

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

per the provision outlined in Note 5, 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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

CONVERTIBLE DEBENTURE AGREEMENT

3 unchanged sentences

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

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;

1 unchanged sentence

than $ 1.00 per share.

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

On July 13, 2020, the Company agreed to amend the convertible debenture agreement to extend the due date and conversion rights

from December 1, 2020 to November 30, 2021.

As of March 31, 2021 and 2020, the Company owed $0 under the agreement, excluding accrued

The associated interest of $124,225 is recorded on the balance sheet as an accrued expense obligation at March 31, 2021 and

April 20, 2020, the Company received funding under a Paycheck Protection Program (“PPP”) loan (the “PPP Loan”)

from CCBank (the “Lender”).

The principal amount of the PPP Loan was $26,458.

The PPP was established under the Coronavirus

Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S.

Small Business Administration (the

“SBA”).

The PPP Loan has a two-year term, maturing on April 20, 2022.

The interest rate on the PPP Loan is 1.0% per annum.

Principal and interest are payable in monthly installments, beginning on November 20, 2020, until maturity with respect to any portion

of the PPP Loan which is not forgiven as described below.

The Company did not provide any collateral or guarantees for the PPP Loan,

nor did the Company pay any facility charge to obtain the PPP Loan.

The PPP Loan provides for customary events of default, including,

among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects.

Loan could be partially or fully forgiven if the Company complied with the provisions of the CARES Act, including the use of PPP Loan

proceeds for payroll costs, rent, utilities and other expenses, provided that such amounts are incurred during a 24-week period that

commenced on April 20, 2020, and at least 60% of any forgiven amount had been used for covered payroll costs as defined by the CARES

December 9, 2020, the Company 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 on its Statement of Operations for the year ended March

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

On February 2, 2022 the unsecured promissory note with Satco International, Ltd.

was amended to extend the due date from January

6, 2022 to April 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.

of March 31, 2022 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 March 31, 2022 and 2021.

LIQUIDITY REQUIREMENTS

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 March 31, 2021, the Company had $21,179 of cash

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

For the year ended March

31, 2021, the Company’s average monthly operating expenses were approximately $75,000, 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 $75,000 to decrease by approximately $10,000 over the next 12 months, resulting in ongoing, average monthly

expenses of approximately $65,000.

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 $422,751 and $110,000 were incurred during the years ended March 31,

As of March 31, 2022, the Company had $ 267,966

of cash assets, compared to $ 21,179

as of March 31, 2021.

As of March 31, 2022, the

Company had access to draw an additional $ 4,604,192

on the notes payable, related party (see Note

7) and $ 3,000,000 on

the Convertible Debenture Agreement (See Note 7).

For the year ended March 31, 2022, the Company’s average monthly operating expenses

were approximately $ 75,000 ,

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 $ 75,000

to decrease by approximately $ 10,000

over the next 12 months, resulting in ongoing,

average monthly expenses of approximately $ 65,000 .

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 $ 197,761

and $ 422,751

were incurred during the years ended March 31,

2022, and 2021, respectively.

As management continues to explore additional financing alternatives, beginning April 1, 2022 the Company

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

Outstanding Accounts Payable as of March 31, 2021 totaled $893,674.

is expected to spend up to an additional $ 400,000

on these efforts.

Outstanding Accounts Payable

as of March 31, 2022 totaled $ 580,972 .

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

3 unchanged sentences

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

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

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

1 unchanged sentence

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.

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

3 unchanged sentences

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.

SUNDANCE STRATEGIES, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022 and 2021

Company provides for income taxes under ASC 740, Income Taxes.

3 unchanged sentences

of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

Company recorded no provision for income taxes for the years ended March 31, 2021 and 2020.

Company recorded $ 4,149 and $ 0 provision for income taxes for the years ended March 31, 2022 and 2021, respectively.

income tax provision differs from the amount of income tax determined by applying the U.S.

federal tax rate of 21% to pretax income from

continuing operations for the years ended March 31, 2021 and 2020, due to the following:

federal tax rate of 21 %

to pretax income from continuing operations for

the years ended March 31, 2022 and 2021, due to the following:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

Income tax benefit at U.

federal statutory rates:

$ ( 579,797 )

$ ( 321,209 )

State tax, net of federal benefit

Permanent and other differences

Change in valuation allowance

Change in statutory rate

STRATEGIES, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

tax effects of significant items comprising the Company’s net deferred taxes as of March 31, 2021 and 2020 were as follows:

tax effects of significant items comprising the Company’s net deferred taxes as of March 31, 2022 and 2021 were as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred Tax assets:

2 unchanged sentences

Valuation allowance

( 7,643,943 )

( 7,428,219 )

Net deferred tax asset

Deferred tax liability:

Investment in net insurance benefits

Net deferred tax liability

Company assesses the need for a valuation allowance against its deferred income tax assets at March 31, 2022.

Factors considered in this

assessment include recent and expected future earnings and the Company’s liquidity and equity positions.

During the year ended

March 31, 2018, the underlying policies related to the Company’s NIBs were subject to foreclosure (see Note 1).

As a result, the

Company has placed a 100% valuation allowance on the deferred tax assets.

The deferred tax assets primarily relate to net operating loss

carryforwards.

assessment include recent and expected future earnings and the Company’s liquidity and equity positions.

The Company has placed

valuation allowance on the deferred tax assets.

The deferred tax assets primarily relate to net operating loss carryforwards.

of March 31, 2022, the Company has U.S.

federal net operating loss carryforwards of $ 28,812,816 .

These carry forwards are available to

offset future taxable income, if any, and begin to expire in 2021.

The utilization of the net operating loss carry forwards is dependent

upon the tax laws in effect at the time the net operating loss carry forwards can be utilized and may be significantly limited based

on ownership changes within the meaning of section 382 of the Internal Revenue Code.

These carry forwards are available to offset

future taxable income, if any, and begin to expire in 2023 .

The utilization of the net operating loss carry forwards is dependent upon

the tax laws in effect at the time the net operating loss carry forwards can be utilized and may be significantly limited based on ownership

changes within the meaning of section 382 of the Internal Revenue Code.

FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not to be sustained upon examination

2 unchanged sentences

upon ultimate settlement.

Unrecognized tax benefits are tax benefits claimed in the company’s tax return that do not meet these

recognition and measurement standards.

2 unchanged sentences

to year end, the following events transpired:

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.

This note is separate from the 8%

convertible debenture agreement that the Company has in place with Satco International, Ltd..

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 $0.062 per share, the transaction resulted in a compensation expense of $73,200, which is to be recognized

according to the vesting schedule outlined above.

On June 20, 2022, the Company amended the agreements with the related party lenders to adjust the exercise price of the warrants

issued in conjunction with extensions of due dates and new monies lent on the outstanding notes payable, related parties (see Note 5

The original agreements stated that the exercise price of the warrants issued was $ 0.05 .

The amended agreements adjust the

exercise price from $ 0.05 to $ 1.05 , which is the estimated fair market value of the common stock on the grant dates of the warrants.

The original agreements inadvertently stated an exercise price of $ 0.05 , when the Company had intended to grant warrants with an exercise

price of $ 1.05 .

June 15, 2022 the unsecured promissory note with Satco International, Ltd.

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

6, 2022 to July 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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

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.

We 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, 2022.

Based on this evaluation, our principal executive officer and principal financial officer concluded

our disclosure controls and procedures were not effective as of March 31, 2022, the end of the period covered by this Annual Report on

Form 10-K due to the material weakness described below.

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.

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, 2022.

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, 2022,

our internal control over financial reporting was not effective due to the material weakness described below.

defined in SEC Regulation S-X, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial

statements will not be prevented or detected on a timely basis.

Management determined

that the following material weaknesses exited as of March 31, 2022:

The design and operating effectiveness of our control environment

and risk assessment, control activities and monitoring activities were inadequate to ensure that complex accounting matters relating to

the valuation of equity-based compensation instruments are always properly accounted for and reviewed in a timely manner.

Our principal executive and principal

financial officer is in the process of performing a review of our processes and controls over complex accounting matters relating to the

valuation of equity-based compensation instruments.

Notwithstanding

the identified material weakness, the Company believes the financial statements included in this Annual Report on Form 10-K fairly represent

in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance

with accounting principles generally accepted in the United States of America.

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

Other than described above in

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 8. Financial Statements and Supplementary Data