Sundance Strategies, Inc. 10-K

Item 9A. 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. 32 Item 9B. Other Information On 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. Further, 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. Between 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 and Note 7). 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. On 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. PART III ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Identification of Directors and Executive Officers Our executive officers and directors positions and biographical information are set forth below. Name Positions Held Date of Election or Designation Date of Termination or Resignation Kraig T. Higginson Chairman of the Board 1/12/2015 * Glenn S. Dickman Director 12/6/18 * Stephen E. Quesenberry Director 12/6/18 * Randall F. Pearson President 03/29/13 * Randall F. Pearson Principal Executive Officer 03/29/13 * Randall F. Pearson Principal Financial Officer 03/29/13 * Randall F. Pearson Director 04/01/13 * * Presently serves in the capacities indicated opposite his name. The 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. 33 Director Qualifications In evaluating members for services on the Board of Directors, emphasis was placed on the following factors: (i) the appropriate size of our Board of Directors; (ii) our needs with respect to the particular talents and experience of our directors; (iii) the knowledge, skills and experience of the directors, including experience in development stage companies and new enterprises and innovations, finance, administration and management skills; and (iv) the dedication of the directors to familiarize themselves with the our selected business industry. Our goal was to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high quality business and professional experience. We believe each of the members of our Board of Directors possesses these qualities. Background and Business Experience Kraig T. Higginson is 65 years of age and was appointed to the position of Chairman of the Board of Directors. Mr. 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. Mr. 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. Mr. 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. Mr. Higginson’s years of experience in the management of public companies is a great asset to the Company. Mr. Glenn S. Dickman is 72 years of age. In 1984, Mr. Dickman started a “sales rack” jobbing operation supplying grocery stores with movies for rent and purchase. As founder and CEO of Video II, the business grew from servicing one store to over 1,400 located in 38 states. Video II had over 400 employees at one time, with Mr. Dickman overseeing all facets of the business as its CEO. In 2005, Mr. Dickman sold his interest in Video II, and has since concentrated his efforts on a variety of investments, including stocks and real estate. Mr. Dickman’s years of experience running various business entities is an invaluable resource to the board of directors. Stephen Quesenberry is 59 years old. He has practiced law since 1989 in Washington and Utah, including complex business litigation and SEC matters. Mr. Quesenberry was one of the (many) attorneys representing Exxon Shipping in the Exxon Valdez litigation in Alaska in the early 1990s. Mr. Quesenberry has also been a principal in various property development projects in Washington and elsewhere. Mr. Quesenberry graduated from Brigham Young University in 1986 with a degree in English and was a pitcher for the BYU Cougars varsity baseball team from 1983-1986. He attended law school at the University of Kansas from 1986-1989, where he was an editor of the Kansas Law Review and a member of the Order of the Coif. He also speaks fluent German. Mr. Quesenberry’s legal expertise makes him a great resource for the board of directors. Mr. Randall F. Pearson is 67 years old. He is currently serving as a member of the Board of Directors and as President and Principal Financial Officer. Mr. Pearson has served as President of the Company since inception in 2013. Prior to Sundance he worked with JWD Management Corp. for 26 years. During his time with JWD Management he served in several positions including Vice President of Operations, Vice President, President and CEO. JWD Management was a nationally recognized distribution supplier providing products to grocery stores in 33 states and managing over 450 employees. Prior to JWD Management he worked with Capital Resources investing in and managing his own and client owned residential and commercial real estate properties. Mr. Pearson attended Brigham Young University until 1977, received his real estate brokers license in 1977 and his Series 7 securities license in 1978. Mr. 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. 34 Significant Employees On 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 Held in Other Reporting Companies None of our directors or executive officer is a director of a company that is required to file reports under Sections 15 or 13(d) of the Exchange Act. Promoters and control person To 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; Corporate Governance Overview Our Bylaws provide that the size of our Board is to be determined by resolution of the Board. Our Board has fixed the exact number of directors at four. Our Board currently consists of four members. We are subject to a number of technological, regulatory, product, legal and other types of risks. The Board is responsible for overseeing these risks, and we employ a number of procedures to help them carry out that duty. For example, Board members regularly consult with executive management about pending issues and expected challenges, and at each Board meeting directors receive updates from, and have an opportunity to interview and ask questions of, key personnel and management. Furthermore, because our President serves as a member of our Board, we believe that the Board has a direct channel and better access to insights into our performance, business and challenges. Board Leadership Structure The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based upon the position and direction of the Company and the membership of the Board. The Board has determined at this time that the Company’s Chairman should not be its President. The 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. As Mr. 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. Committees of the Board of Directors The Board has not established an Audit Committee, a Compensation Committee or a Nominating Committee. Therefore, the Board has not adopted written charters for any of these committees. Because we have only four directors and one executive officer, we believe that we are able to effectively manage the issues normally considered by such committees. The Board also does not have an audit committee financial expert. We believe we are currently able to manage our audit and financial reporting obligations without an audit committee financial expert. However, as we grow, we will consider adding an audit committee financial expert. In evaluating a director candidate, our Board of Directors will review his or her qualifications including capability, availability to serve, conflicts of interest, general understanding of business, understanding of the Company’s business and technology, educational and professional background, personal accomplishment and other relevant factors. Our Board of Directors has not established any specific qualification standards for director nominees and we do not have a formal diversity policy relating to the identification and evaluation of nominees for director, although from time to time the Board of Directors may identify certain skills or attributes as being particularly desirable to help meet specific needs that have arisen. Our Board of Directors may also interview prospective nominees in person or by telephone. After completing this evaluation, the Board of Directors will determine the nominees. 35 The Board has not adopted a formal process for considering director candidates who may be recommended by stockholders. However, our policy is to give due consideration to any and all such candidates. A stockholder may submit a recommendation for director candidates to us at our corporate offices, to the attention of Randall F. Pearson. We do not pay fees to any third parties to assist us in identifying potential nominees. Number of Meetings The Board held a total of one (1) meeting during the fiscal year ended March 31, 2022. Each incumbent director attended the Board meetings. Although we do not have a formal policy regarding attendance by directors at our annual meeting, we encourage directors to attend. Codes of Ethics and Business Conduct We have adopted a corporate Code of Ethics and Business Conduct which is available as Exhibit 14.1 to this filing. The Code of Ethics and Business Conduct applies to all our officers, directors and employees, including our principal executive officer, principal financial officer and controller, or persons performing similar functions. If we effect an amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver on our website at www.sundancestrategies.com. ITEM 11: EXECUTIVE COMPENSATION Director Compensation The 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): Equity Awards Granted during fiscal year ended March 31, 2022 Name Date of Grant Shares $ Value Randall F. Pearson (1) 5/4/21 300,000 $ 18,480 Glenn S. Dickman (2) 5/4/21 300,000 $ 18,480 Stephen E. Quesenberry (3) 5/4/21 300,000 $ 18,480 Kraig T. Higginson (4) 5/4/21 300,000 $ 18,480 Equity Awards Granted during fiscal year ended March 31, 2021 Name Date of Grant Shares $ Value Randall F. Pearson 10/1/20 300,000 $ 6,690 Glenn S. Dickman 10/1/20 300,000 $ 6,690 Stephen E. Quesenberry 10/1/20 300,000 $ 6,690 Kraig T. Higginson 10/1/20 600,000 $ 13,880 (1) At March 31, 2022, Mr. Pearson’s beneficial ownership totaled 1,191,432 shares. (2) At March 31, 2022, Mr. Dickman’s beneficial ownership totaled 4,458,464 shares, including 1,690,583 warrants. (3) At March 31, 2022, Mr. Quesenberry’s beneficial ownership totaled 970,206 shares. (4) 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 LLC; and 900,000 shares owned by KGPR, LLC. Also included are 2,380,150 warrants held by Mr. Higginson. 36 Executive Compensation Objectives and Principles The overall objective of our executive compensation program is to help create long-term value for our stockholders by attracting and retaining talented executives, rewarding superior operating and financial performance, and aligning the long-term interests of our executives with those of our stockholders. Accordingly, our executive compensation program incorporates the following principles: ● Compensation should be based upon individual job responsibility, demonstrated leadership ability, management experience, individual performance, and Company performance. ● Compensation should reflect the fair market value of the services received. We believe that a fair and competitive pay package is essential to attract and retain talented executives in key positions. ● Compensation should reward executives for long-term strategic management and enhancement of stockholder value. ● Compensation should reward performance and promote a performance-oriented environment. Executive Compensation Procedures We believe that compensation paid to our executive officers should be closely aligned with our performance and the performance of each individual executive officer on both a short-term and a long-term basis, should be based upon the value each executive officer provides to us, and should be designed to assist us in attracting and retaining the best possible executive talent, which we believe is critical to our long-term success. To attain our executive compensation objectives and implement the underlying compensation principles, we follow the procedures described below. Role 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 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. The 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. The last Annual Meeting of Stockholders was held in 2016. Role of Compensation Consultant . We have not engaged a compensation consultant. Elements of Compensation Our executive compensation objectives and principles are implemented through the use of the following elements of compensation, each discussed more fully below: ● Base Salary ● Annual Incentive Bonuses ● Stock-Based Compensation ● Other Benefits Base Salary . The Board approved the salaries of all our executive officers for Fiscal Year 2021. Base salaries are offered to ensure that our executive officers receive an ongoing level of compensation. Salary decisions concerning these officers were based upon a variety of considerations consistent with the compensation philosophy stated above. First, salaries were competitively set relative to both other companies in our industry and other comparable companies. The Board considered each officer’s level of responsibility and individual performance, including an assessment of the person’s overall value to the Company. In addition, internal equity among employees was factored into the decision. Finally, the Board considered our financial performance and our ability to absorb any increases in salaries. 37 Annual Incentive Bonuses . Annual incentive bonuses are designed to reward extraordinary performance by our executives. For Fiscal Year 2021, the Board did not precisely define the parameters of a bonus program for the Named Executive Officers, and no bonuses were awarded to the Named Executive Officers. Stock-Based Compensation . Each Named Executive Officer or Director is eligible to receive stock-based compensation. Stock-based compensation is designed to more closely align the interests of management with those of our stockholders. We do not have any securities authorized for issuance under an equity compensation plan, or any policies for allocating compensation between long-term and currently paid out compensation or between cash and non-cash compensation or among different forms of non-cash compensation. On September 14, 2020 the Company awarded members of the Board of Directors a total of 1,500,000 shares of the Company’s common stock, in lieu of director cash compensation. The stock awards vested 25% on the date of grant and the remainder of the shares vested equally over the three months following the date grant. As of March 31, 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. Other Benefits . Our Named Executive Officers receive the same benefits that are available to all other full-time employees, including the payment of health, dental, life and disability insurance premiums. Deductibility of Executive Compensation Section 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 $1.0 million limit under Section 162(m). We believe that in establishing the cash and equity incentive compensation programs for our named executive officers, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason, we may deem it appropriate to provide one or more named executive officers with the opportunity to earn incentive compensation, whether through annual cash incentive programs tied to our financial performance or through equity awards, which together with base salary in the aggregate may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. We believe it is important to maintain cash and equity incentive compensation at the levels needed to attract and retain the named executive officers essential to our success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. The compensation that we pay to the named executive officers is reflected in our consolidated financial statements as required by GAAP. The Board considers the financial impact, along with other factors, in determining the amount and form of compensation provided to executives. We account for stock-based compensation in accordance with the requirements of FASB ASC Topic 718. Summary Compensation Table The following information presents the compensation paid to our executive officers in Fiscal Year 2022 and 2021. We refer to these executive officers as the Named Executive Officers. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Randall F. Pearson 2022 136,900 — 18,480 — — — 155,380 President, Principal Executive Officer and Principal Financial Officer 2021 136,900 — 6,690 — — — 143,590 (1) The 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) The directors of the Company did not receive any additional compensation beyond the equity awards described above. 38 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Owners The following table shows information regarding the beneficial ownership of our common stock as of the date of this filing by (a) each stockholder, or group of affiliated stockholders, that we know owns more than 5% of our outstanding common stock; (b) each of our named executive officers; (c) each of our directors; and (d) all of our current directors and executive officers as a group. The table is based upon information supplied by directors, executive officers and principal stockholders, and Schedules 13D and 13G filed with the Securities and Exchange Commission. Percentage 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, 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. Unless otherwise indicated, each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned. The address for each director or named executive officer is c/o Sundance Strategies, Inc., Attention: Randall F. Pearson, 4626 North 300 West, Suite No. 365, Provo, Utah 84604. Shares Beneficially Owned Name and Address of Beneficial Owner Number Percent Directors and Named Executive Officers Kraig T. Higginson (1) 11,720,150 26.8 % Glenn S. Dickman (4) 4,458,464 10.3 % Randall F. Pearson 1,191,432 2.9 % Stephen E. Quesenberry 970,206 2.3 % All executive officers and directors as a group (4 persons) 18,340,252 40.3 % 5% Stockholders Not Listed Above ZOE, LLC (2) 5,100,000 12.3 % Radiant Life, LLC (2) 4,131,508 9.6 % Smartrade Consulting, Inc. (3) 2,500,000 6.0 % (1) Mr. 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 Energy LLC; 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. Higginson. (2) ZOE, LLC and Radiant Life, LLC are beneficially owned by Mitchell D. Burton, for an aggregate percentage of ownership of approximately 21.9%. The address of ZOE, LLC is 4626 N. 300 W., Provo, Utah 84604. The address of Radiant Life, LLC is 4626 N. 300 W., Provo, Utah 84604. Mr. Burton’s ownership includes 1,679,508 warrants held by Radiant Life, LLC. (3) Smartrade Consulting, Inc. is held by Summit Trustees PLLC for the beneficial owner, Lam Ping of Hong Kong. The address of Smartrade Consulting, Inc. is 22G Tower 4, The Metropolis, 8 Mau Yip Road, Tsung Kwan Q, N.T., Hong Kong. (4) Mr. Dickman’s ownership includes 1,690,583 warrants. 39 Changes in Control See the heading “Business Development” of Part I, Item 1. To the knowledge of management, there are no arrangements or understandings that may result in a change in control of the Company. Securities Authorized for Issuance under Equity Compensation Plans The following table provides information as of March 31, 2022, about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans (including individual arrangements): Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders - - - Equity compensation plans not approved by security holders - $ - - Total - $ - - ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE Review and Approval of Related Person Transactions Before engaging in a related person transaction, the transaction is presented to non-interested board members for approval. In considering related person transactions, the non-interested board members are guided by their fiduciary duty to our stockholders. The Board of Directors does not have any written or oral policies or procedures regarding the review, approval and ratification of transactions with related person. 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. Approval of a related person transaction is provided either verbally or in writing. 40 Related Person Transactions Other than as described below, there were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest, except as stated below. On May 4, 2021, the Company issued 1,200,000 shares of the Company’s common stock to members of the Board of Directors in lieu of 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. During 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 31, 2021. On 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. As of March 31, 2022 and 2021, the Company had borrowed $3,001,808 and $2,741,808 respectively, excluding accrued interest, from related parties. The interest associated with the Notes Payable, Related Party of $767,358 and $513,665 is recorded on the balance sheet as an Accrued Expense obligation at March 31, 2022 and March 31, 2021, respectively. Warrants to Purchase Common Stock The 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 loaned. 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. On 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 0%. 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. On 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. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was $205,393. The inputs used in this calculation included a fair value of $1.049 per share, a risk-free rate of 1.43%, volatility of 131.78% and a dividend rate of 0%. 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). 41 Between 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. 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 ranging from 0.81% to 0.84%, volatility ranging from 41.97% to 42.01% and a dividend rate of 0%. On 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%. On 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. As per 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. As of March 31, 2022 and 2021, the Company held outstanding warrants to related parties totaling 5,750,241 and 3,488,754, respectively. 50,000 of these warrants have an exercise price of $2.00 per share, with the remainder having an exercise price of $0.05 per share. All warrants have a five-year life as of the date of grant and expire between November 2024 and February 2027. 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. Parents We have no parents. Director Independence The 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. As Mr. 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. ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES The following is a summary of the fees billed to us by our principal accountants during fiscal years ended March 31, 2022, and 2021: Fee Category 2022 2021 Audit Fees $ 51,500 $ 46,000 Audit-related Fees - - Tax Fees - - All Other Fees - - Total Fees $ 51,500 $ 46,000 Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements including out of pocket expenses. 42 Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.” Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning. All 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” above. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant. PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Financial Statements The financial statements listed on the accompanying Index to Consolidated Financial Statements are filed as part of this report. (2) Financial statement schedules There are no financial statements schedules included because they are either not applicable or the required information is shown in the consolidated financial statements or the notes thereto. 43 (3) Exhibits The following exhibits are filed or incorporated by reference as part of this Form 10-K. Exhibit No. Exhibit Description 3.1 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. 000-50547) 3.2 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. 000-50547) 3.3 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. 000-50547) 3.4 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. 000-50547) 4.1 Description of Securities Registered Under Section 12 of the Exchange Act 10.1 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. 000-50547) 10.2 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. 000-50547) 10.22 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. 000-50547) 10.24 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. 000-50547) 10.25 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. 000-50547) 10.27 Promissory Note between Sundance Strategies, Inc. and Glenn S. Dickman, dated April 10, 2019. 10.28 Promissory Note between Sundance Strategies, Inc. and Glenn S. Dickman, dated November 5, 2019 10.29 Promissory Note between Sundance Strategies, Inc. and Glenn S. Dickman, dated February 4, 2020 10.30 Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. Higginson, dated January 8, 2020 10.31 First Amendment to the Note Payable and Line of Credit Agreement between Sundance Strategies, Inc. and Kraig Higginson, dated April 3, 2020 10.32 Extension to Promissory Notes between Sundance Strategies, Inc. and Glenn S. Dickman, dated November 5, 2019 10.33 Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc. and Satco International, Limited, dated July 13, 2020 10.34 Extension Agreement to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated December 19, 2019 10.35 Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated April 6, 2021 10.36 Extension to Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated August 9, 2021 10.36 Promissory Note between Sundance Strategies, Inc. and Radiant Life, LLC, dated July 29, 2021 10.37 Private Placement Memorandum, effective November 5, 2022 10.38* Agreement between Sundance Strategies, Inc. and Tradability, LLC, dated January 1, 2022 14.1 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. 000-50547) 31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)* 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)* 32 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350* 101 INS Inline 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** 101 SCH Inline XBRL Schema Document** 101 CAL Inline XBRL Calculation Linkbase Document** 101 DEF Inline XBRL Definition Linkbase Document** 101 LAB Inline XBRL Labels Linkbase Document** 101 PRE Inline XBRL Presentation Linkbase Document** 104 Cover 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 Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. Item 16. Form 10-K Summary None. 44 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized. SUNDANCE STRATEGIES, INC. Date: June 29, 2022 By: /s/ Randall F. Pearson Randall F. Pearson President, Principal Executive Officer and Principal Financial Officer (Duly Authorized Representative) Pursuant 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. Signatures Title Date /s/ Kraig T. Higginson Chairman of the Board of Directors June 29, 2022 Kraig T. Higginson /s/ Randall F. Pearson President (Principal Executive Officer), June 29, 2022 Randall F. Pearson Director and Principal Financial Officer /s/ Glenn S. Dickman Director June 29, 2022 Glenn S. Dickman /s/ Stephen E. Quesenberry Director June 29, 2022 Stephen E. Quesenberry 45