What changed in this filing

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Item 9A. Controls and Procedures

2022-06-29 compared with 2021-06-29 · 305 added, 313 removed, 290 unchanged (68% of the section changed)

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.

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

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

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

Based on this evaluation, our principal executive officer and principal

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

by this Annual Report on Form 10-K.

Management’s Report on Internal Control over Financial Reporting

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

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

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

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

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

Also, projections of

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

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

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

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

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

assurance that its objectives will be met.

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

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

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

financial reporting as of March 31, 2021.

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

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

of the Treadway Commission (“COSO”).

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

control over financial reporting was effective.

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

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

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

Changes in Internal Control Over Financial Reporting

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

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

Controls and Procedures, there were no changes in our internal control over financial reporting that occurred during the fourth

quarter of the ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Other Information

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

Satco International, Ltd..

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

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

In conjunction with this note, the Company issued a warrant for 1,000,000 shares of common stock, exercisable at $1.00

per share and expiring in 3 years from the date of the promissory note.

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

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

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

according to the vesting schedule outlined above.

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

us 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 us successfully reaching certain milestones.

the agreement requires us to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices

between $1.00 to $2.50 per share) contingent upon the Consultant and us 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.

The proceeds will be used to purchase Life Settlements for which we will

be an advisor.

As of June 29, 2022 none of the milestones related to the potential issuance of equity have been met.

June 29 and June 29, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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of Directors and Executive Officers

executive officers and directors and their respective ages, positions and biographical information are set forth below.

of Election or Designation

of Termination or Resignation

executive officers and directors positions and biographical information are set forth below.

or Designation

Termination or

Executive Officer

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serves in the capacities indicated opposite his name.

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

Qualifications

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Higginson is 65 years of age and was appointed to the position of Chairman of the Board of Directors.

Higginson served as Chief

Executive Officer of VIA Motors, Inc.

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

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

From October 2003 until November

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

(“Raser Technologies”), which was an NYSE

listed company at that time.

Higginson served

as Chief Executive Officer of VIA Motors, Inc.

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

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

From October 2003

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

(“Raser Technologies”),

which was an NYSE listed company at that time.

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

Raser Technologies filed

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

Higginson also founded American Telemedia Network,

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

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

Telemedia from 1984 through 1988.

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

Higginson also founded American

Telemedia Network, Inc.

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

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

of American Telemedia from 1984 through 1988.

Higginson’s years of experience in the management of public companies is a great

asset to the Company.

Dickman is 72 years of age.

Dickman started a “sales rack”

jobbing operation supplying grocery stores

Dickman started a “sales rack” jobbing operation supplying grocery stores

with movies for rent and purchase.

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

Dickman’s years of experience running various business entities is an invaluable resource to the board of directors.

Quesenberry is 59 years old.

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He also speaks fluent German.

Quesenberry’s legal expertise makes him a great resource for the board of

Pearson is 67 years old.

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

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

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

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

planning, insurance and exempt organizations.

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

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

managed a four person legal department;

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

Managed all company litigation;

tax planning (U.S.

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

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

plans and deposits.

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

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

related to life settlements.

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

Degree in Taxation, 1993;

the University

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

Degree, 1992;

and Trinity University, San Antonio, TX, receiving a B.A.

Degree in Finance,

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

Pearson’s many years of management and insight

into the operations of the Company create a unique and valuable perspective in his role as a director.

June 9, 2021, Lisa L.

Fuller, Esq, resigned as our general legal counsel to pursue another opportunity.

As of March 31, 2022, the Company

had no other significant employees.

Directorships

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and control person

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

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

however, Kraig T.

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

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

Raser Technologies, Inc.

filed bankruptcy

proceedings on April 29, 2011.

the best of our management’s knowledge, no person who may be deemed to have been a promoter or founder of our Company was the subject

of any of the legal proceedings listed under the heading “Involvement in Certain Legal Proceedings” above;

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

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the membership of the Board.

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

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

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Pearson is not currently independent.

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

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

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

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

professional background, personal accomplishment and other relevant factors.

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EXECUTIVE COMPENSATION

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

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

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

ended March 31, 2022 and 2021):

Awards Granted during fiscal year ended March 31, 2022

Date of Grant

Quesenberry (3)

Higginson (4)

Awards Granted during fiscal year ended March 31, 2021

Date of Grant

At March 31, 2022, Mr.

Pearson’s beneficial ownership totaled 1,191,432 shares.

At March 31, 2022, Mr.

Dickman’s beneficial ownership totaled 4,458,464 shares, including 1,690,583 warrants.

At March 31, 2022, Mr.

Quesenberry’s beneficial ownership totaled 970,206 shares.

At March 31, 2022, Mr.

Higginson’s beneficial ownership totaled 11,720,150 shares, including 7,000,000 shares owned by Higginson Family Inv, LLC;

750,000 shares owned by Eclipse Fund LLC;

320,000 shares owned by Radion Energy LLC;

370,000 shares owned by Ecosystems Resources

and 900,000 shares owned by KGPR, LLC.

Also included are 2,380,150 warrants held by Mr.

Compensation Objectives and Principles

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of the Board .

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

making decisions regarding the compensation of our Named Executive Officers.

The Board sets the compensation package of the Named Executive

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

regarding the compensation of our Named Executive Officers.

The Board sets the compensation package of the Named Executive Officers.

Our President, Mr.

Randall Pearson, suggests items to be considered by the Board from time to time, including the compensation

package for the other Named Executive Officer;

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

Officer is discussed.

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

Randall Pearson, suggests items to be considered by the Board from time to time, including the compensation package

for the other Named Executive Officer;

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

is discussed.

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

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

The Board’s assessment process is

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

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companies in our industry and other comparable companies.

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

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

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

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

In addition, internal equity among employees

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

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

We do not have any

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

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

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

common stock, in lieu of director cash compensation.

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

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

Stock-based compensation

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

We do not have any securities authorized

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

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

On September 14, 2020 the Company

awarded members of the Board of Directors a total of 1,500,000 shares of the Company’s common stock, in lieu of director cash compensation.

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

As of March 31, 2022, all grant shares were 100% vested.

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

fully recognized in the year ended March 31, 2021.

Using a fair value stock price of $0.0223 per share, the transaction

resulted in a compensation expense of $33,450, which was fully recognized in the year ended March 31, 2021.

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

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of Executive Compensation

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

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

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

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

Written binding

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

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

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

has been deductible.

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

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

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

Under the aforementioned transition

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

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

The Board intends to pay competitive

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

of the Company and our shareholders.

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

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

162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation paid to certain covered executives

to the extent such compensation exceeds $1.0 million per covered officer in any year.

The Board understands that it is possible that

the compensation payable to our named executive officers will exceed the $1.0 million limit under Section 162(m).

We believe that in

establishing the cash and equity incentive compensation programs for our named executive officers, the potential deductibility of the

compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole

governing factor.

For that reason, we may deem it appropriate to provide one or more named executive officers with the opportunity to

earn incentive compensation, whether through annual cash incentive programs tied to our financial performance or through equity awards,

which together with base salary in the aggregate may be in excess of the amount deductible by reason of Section 162(m) or other provisions

of the Internal Revenue Code.

We believe it is important to maintain cash and equity incentive compensation at the levels needed to attract

and retain the named executive officers essential to our success, even if all or part of that compensation may not be deductible by reason

of the Section 162(m) limitation.

compensation that we pay to the named executive officers is reflected in our consolidated financial statements as required by GAAP.

Board considers the financial impact, along with other factors, in determining the amount and form of compensation provided to executives.

We account for stock-based compensation in accordance with the requirements of FASB ASC Topic 718.

Compensation Table

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officers as the Named Executive Officers.

Name and Principal Position

Name and Principal

Option Awards

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President, Principal Executive Officer and Principal Financial Officer

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

(see Note 5 to the Consolidated Financial Statements)

fair value of stock awards was calculated in accordance with FASB ASC Topic 718, using a

fair value stock price of $0.0616 and $0.0223 per share for 2022 and 2021, respectively (see

Note 5 to the Consolidated Financial Statements)

directors of the Company did not receive any additional compensation beyond the equity awards described above.

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

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ownership in the table below is based on 41,408,441 shares of common stock outstanding as of June 29, 2022.

Beneficial ownership

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

power with respect to the securities held.

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

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

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

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

Beneficial ownership is determined

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

respect to the securities held.

Any securities not outstanding but which are subject to options or warrants exercisable within 60 days

of June 29, 2022 are deemed outstanding and beneficially owned for the purpose of computing the percentage of outstanding common stock

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

percentage of common stock beneficially owned by any other stockholder.

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

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5% Stockholders Not Listed Above

Ty Mattingly (3)

Smartrade Consulting, Inc.

Radiant Life, LLC (2)

Higginson’s ownership includes 750,000 shares owned by Eclipse Fund LLC;

320,000 shares owned by Radion Energy LLC;

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

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

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

Smartrade Consulting, Inc.

Higginson’s ownership

includes 7,000,000 shares owned by Higginson Family Inv, LLC;

750,000 shares owned by Eclipse Fund LLC;

320,000 shares owned by Radion

370,000 shares owned by Ecosystems Resources LLC;

and 900,000 shares owned by KGPR, LLC.

Also included are 2,380,150

warrants held by Mr.

ZOE, LLC and Radiant Life,

LLC are beneficially owned by Mitchell D.

Burton, for an aggregate percentage of ownership of approximately 21.9%.

On December 6, 2018, the Company agreed to repurchase 6,000,000 shares from ZOE, LLC (see note 5 for more detail).

The address of ZOE, LLC is 4626 N.

The address of

ZOE, LLC is 4626 N.

300 W., Provo, Utah 84604.

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300 W., Provo, Utah 84604.

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

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

On December 6, 2018, the Company

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

Mattingly (see note 5

for more detail).

Mattingly is the beneficial owner of Primary Colors, LLC.

Consulting, Inc.

ownership includes 1,679,508 warrants held by Radiant Life, LLC.

Smartrade Consulting, Inc.

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

The address of Smartrade Consulting,

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

Dickman’s ownership includes 1,202,000 warrants.

the heading “Business Development”

of Part I, Item 1.

The address of Smartrade Consulting, Inc.

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

Dickman’s ownership

includes 1,690,583 warrants.

the heading “Business Development” of Part I, Item 1.

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

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Plan Category

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

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

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

securities to be

options, warrants

Weighted-average

exercise price of

options, warrants

available for future

issuance under

compensation plans

securities reflected

in column (a))

Equity compensation plans approved by security holders

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

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

and officers’

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

questionnaire that elicits information about related person transactions.

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except as stated below.

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

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.

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

the three months following the date grant.

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

Using a fair value stock price of

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

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.

As of March 31, 2021, the Company had received

subscription agreements from related parties, which are family members and business associates of a significant stockholder for 500,000

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

of March 31, 2022 and 2021, the Company had borrowed $3,001,808 and $2,741,808 respectively, excluding accrued interest, from related

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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.

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

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

October 2025.

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

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

Company’s related party lenders consist of:

Kraig Higginson, the Chairman of the Board of Directors and a stockholder, Radiant

Life, LLC and Glenn 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 monies.

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

All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equivalent to the

fair value of the Company’s common stock on the date of grant, 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 to Mr.

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 $1.049 per share, a risk-free rate ranging from 1.43% to 1.76%, volatility ranging from 131.62% to 131.78% and a dividend rate of

Subsequent to March 31, 2022, the exercise price was adjusted from $0.05 to $1.05, which was the fair market value of the common

stock on the date of the extensions.

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 $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 a stockholder 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%.

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

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 years.

The value of the warrants on the

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

The inputs used in this calculation included

a fair value of $0.062 per share, a risk-free rate of 0.66% volatility of 42.14% 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.

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.

of March 31, 2022 and 2021, the Company held outstanding warrants to related parties totaling 5,750,241 and 3,488,754, respectively.

of these warrants have an exercise price of $2.00 per share, with the remainder having an exercise price of $0.05 per share.

have a five-year life as of the date of grant and expire between November 2024 and February 2027.

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

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

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

Dickman, a stockholder

and member of the Board of Directors.

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

The notes are due on November 30,

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

In addition, as mentioned in Note 5, prior

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

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

During the year ended March 31,

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

As of March 31, 2021,

accrued interest on the notes totaled $142,182.

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

on the notes are due in full at that time.

Party Note Payable and Line of Credit Agreements

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

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

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

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

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

During the year ended March

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

$263,800 in principal borrowed under this agreement.

During the year ended March 31, 2021 ,

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

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

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

As of March 31, 2021 , accrued

interest on this note totaled $142,511.

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

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

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

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

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

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

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

of March 31, 2021 and 2020, the Company owed $859,508 and $829,508 in principal, respectively, under the note payable and lines of credit

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

The agreement allows for borrowings

of up to $2,130,000.

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

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

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

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

As of March 31,

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

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

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

price of $0.05 per share.

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

have no parents.

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

Higginson, Dickman and Quesenberry would qualify as independent

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

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

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

Pearson is also employed by the Company, the Board has

determined that Mr.

Board has determined that of the current directors, Messrs.

Higginson, Dickman and Quesenberry would qualify as independent directors

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

Such independence

definition includes a series of objective tests, including that the director is not an employee of the Company and has not engaged in

various types of business dealings with the Company.

Pearson is also employed by the Company, the Board has determined that Mr.

Pearson is not currently independent.

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

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

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

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

7 unchanged sentences

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

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

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

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

“Audit fees,”

“Audit-related fees,”

and “Tax fees”

“Audit fees,” “Audit-related fees,” and “Tax fees” above.

on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

6 unchanged sentences

Exhibits and Financial Statement Schedules

following documents are filed as part of this report:

The following documents

are filed as part of this report:

Financial Statements

financial statements listed on the accompanying Index to Consolidated Financial Statements are filed as part of this report.

statement schedules

Financial statement schedules

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

1 unchanged sentence

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

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

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

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

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

and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K

filed April 5, 2013, file no.

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

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

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

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

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

Description of Securities Registered Under Section 12 of the Exchange Act

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

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

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

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

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

and Plan of Merger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2013,

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

April 5, 2013, file no.

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

10, 2015, file no.

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

LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file

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

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

Promissory Note between Sundance Strategies, Inc.

16 unchanged sentences

and Satco International, Limited, dated April 6, 2021

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

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

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

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Extension to Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated August 9, 2021

Promissory Note between Sundance Strategies, Inc.

and Radiant Life, LLC, dated July 29, 2021

Private Placement Memorandum, effective November 5, 2022

Agreement between Sundance Strategies, Inc.

and Tradability, LLC, dated January 1, 2022

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

Certification

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

Certification

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

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350*

Instance Document**

Schema Document**

Calculation Linkbase Document**

Definition Linkbase Document**

Labels Linkbase Document**

Presentation Linkbase Document**

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

the Inline XBRL document**

XBRL Schema Document**

XBRL Calculation Linkbase Document**

XBRL Definition Linkbase Document**

XBRL Labels Linkbase Document**

XBRL Presentation Linkbase Document**

Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because

its XBRL tags are embedded within the Inline XBRL document.

Filed herewith.

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

for purposes of Section 18 of the Securities Exchange

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

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

4 unchanged sentences

by the undersigned, thereunto duly authorized.

STRATEGIES, INC.

SUNDANCE STRATEGIES, INC.

June 29, 2022

Principal Executive Officer and Principal Financial Officer

Authorized Representative)

President, Principal Executive Officer and Principal

Financial Officer

(Duly Authorized Representative)

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

Registrant and in the capacities and on the dated indicated.

of the Board of Directors

(Principal Executive Officer),

and Principal Financial Officer

Chairman of the Board

President (Principal

Executive Officer),

Director and Principal Financial Officer

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

What changed 10-K

Item 9A. Controls and Procedures