UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Quarterly Period Ended September 30, 2022
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Transition Period From ___________ to ___________
Commission
File Number 000-50547
SUNDANCE STRATEGIES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
88-0515333
(State
or other jurisdiction
of
incorporation or organization)
(I.R.S.
Employer
Identification
No.)
4626
North 300 West , Suite No. 365 , Provo , Utah
84604
(Address of principal executive
offices)
(Zip Code)
(801)
717-3935
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, $0.001 par
value
SUND
OTCQB
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files.) Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting
company, or an emerging growth company. See the definitions of “ large accelerated filer ,” “ accelerated filer ”
“ smaller reporting company ” and “ emerging growth company ” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No
☒
As
of November 14, 2022, the registrant had 41,408,441
shares of common stock, par value $0.001, issued
and outstanding.
SUNDANCE
STRATEGIES, INC.
FORM
10-Q
TABLE
OF CONTENTS
Page
PART I — FINANCIAL INFORMATION
3
Item 1. Financial Statements (Unaudited)
3
Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and March 31, 2022
3
Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2022 and 2021 (Unaudited)
4
Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended September 30, 2022 and 2021 (Unaudited)
5
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2022 and 2021 (Unaudited)
6
Notes to Condensed Consolidated Financial Statements September 30, 2022 (Unaudited)
7
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations
13
Item 3. Quantitative and Qualitative Disclosure about Market Risk
17
Item 4. Controls and Procedures
17
PART II — OTHER INFORMATION
18
Item 1. Legal Proceedings
18
Item 1A. Risk Factors
18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3. Defaults upon Senior Securities
18
Item 4. Mine Safety Disclosures
18
Item 5. Other Information
18
Item 6. Exhibits
19
Signatures
20
2
PART
I — FINANCIAL INFORMATION
Item
1. Financial Statements (Unaudited)
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
2022
2022
September 30,
2022
March 31,
(Unaudited)
2022
ASSETS
Current Assets
Cash and cash equivalents
$ 498
$ 267,966
Prepaid expenses and other assets
1,167
8,167
Total Current Assets
$ 1,665
$ 276,133
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable
$ 665,270
$ 580,972
Accrued expenses
455,039
354,205
Notes payable
300,000
300,000
Current portion of notes payable, related parties
876,000
876,000
Stock repurchase payable
400,000
400,000
Total Current Liabilities
2,696,309
2,511,177
Long-Term Liabilities
Accrued expenses
758,952
666,015
Notes payable, related parties, net of current portion
2,125,808
2,125,808
-
-
Total Long-Term Liabilities
2,884,760
2,791,823
Total Liabilities
5,581,069
5,303,000
Stockholders’ Deficit
Preferred stock, authorized 10,000,000 shares, par value $ 0.001 ; - 0 - shares issued and outstanding
-
-
Common stock, authorized 500,000,000 shares, par value $ 0.001 ; 41,408,441 shares issued and outstanding as of September 30, and March 31, 2022
41,409
41,409
Additional paid-in capital
27,181,618
27,181,618
Accumulated deficit
( 32,802,431 )
( 32,249,894 )
Total Stockholders’ Deficit
( 5,579,404 )
( 5,026,867 )
Total Liabilities and Stockholders’ Deficit
$ 1,665
$ 276,133
The
accompanying notes are an integral part of these condensed consolidated financial statements.
3
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations
(Unaudited)
2022
2021
2022
2021
Three Months Ended
September 30,
Six Months Ended
September 30,
2022
2021
2022
2021
Income from Investments
$ -
$ -
$ -
$ -
General and Administrative Expenses
161,534
172,144
375,491
415,605
Loss from Operations
( 161,534 )
( 172,144 )
( 375,491 )
( 415,605 )
Other Income (Expense)
Gain on settlement of liabilities
-
-
-
285,192
Interest expense
( 75,907 )
( 68,352 )
( 150,046 )
( 133,737 )
Financing expense
( 13,500 )
( 10,000 )
( 27,000 )
( 87,561 )
Total Other Income (Expense)
( 89,407 )
( 78,352 )
( 177,046 )
63,894
Loss Before Income Taxes
( 250,941 )
( 250,496 )
( 552,537 )
( 351,711 )
Income Tax Provision (Benefit)
-
4,149
-
4,149
Net Loss
$ ( 250,941 )
$ ( 254,645 )
$ ( 552,537 )
$ ( 355,860 )
Loss per share - basic and diluted
$ ( 0.01 )
$ ( 0.01 )
$ ( 0.01 )
$ ( 0.01 )
Weighted average shares outstanding - basic and diluted
41,408,441
41,308,441
41,408,441
41,086,702
The
accompanying notes are an integral part of these condensed consolidated financial statements.
4
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders’ Deficit
For the Six Months Ended September 30, 2022 and 2021
(Unaudited)
Shares
Amount
Capital
Deficit
Deficit
Common Stock
Additional
Paid-In
Accumulated
Total Stockholders’
Shares
Amount
Capital
Deficit
Deficit
Balance, March 31, 2022
41,408,441
$ 41,409
$ 27,181,618
$ ( 32,249,894 )
$ ( 5,026,867 )
Net loss
-
-
-
( 301,596 )
( 301,596 )
Balance, June 30, 2022
41,408,441
41,409
27,181,618
( 32,551,490 )
( 5,328,463 )
Net loss
-
-
-
( 250,941 )
( 250,941 )
Balance, September 30, 2022
41,408,441
41,409
27,181,618
( 32,802,431 )
( 5,579,404 )
Balance, March 31, 2021
40,108,441
40,109
24,728,638
( 29,484,809 )
( 4,716,062 )
Common stock issued for director compensation
1,200,000
1,200
54,240
-
55,440
Net loss
-
-
-
( 101,215 )
( 101,215 )
Balance, June 30, 2021
41,308,441
$ 41,309
$ 24,782,878
$ ( 29,586,024 )
$ ( 4,761,837 )
Stock-based compensation - director shares
-
-
18,480
-
18,480
Net loss
-
-
-
( 254,645 )
( 254,645 )
Balance, September 30, 2021
41,308,441
41,309
24,801,358
( 29,840,669 )
( 4,998,002 )
The
accompanying notes are an integral part of these condensed consolidated financial statements.
5
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
2022
2021
Six Months Ended September 30,
2022
2021
Operating Activities
Net Loss
$ ( 552,537 )
$ ( 355,860 )
Adjustments to reconcile to net cash used in operating activities:
Share based compensation - common stock
-
73,920
Gain on settlement of liabilities
-
( 285,192 )
Changes in operating assets and liabilities
Prepaid expenses and other assets
7,000
( 8,250 )
Accounts payable
84,298
( 57,267 )
Accrued expenses
193,771
152,409
Net Cash used in Operating Activities
( 267,468 )
( 480,240 )
Financing Activities
Proceeds from issuance of notes payable, related party
-
160,000
Proceeds from issuance of notes payable
-
300,000
Net Cash provided by Financing Activities
-
460,000
Net Change in Cash and Cash Equivalents
( 267,468 )
( 20,240 )
Cash and Cash Equivalents at Beginning of Period
267,966
21,179
Cash and Cash Equivalents at End of Period
$ 498
$ 939
Supplemental disclosure of cash flow information:
Cash paid for interest
$ -
$ -
Cash paid for income taxes
$ -
$ -
The
accompanying notes are an integral part of these Condensed Consolidated financial statements.
No
Assurance is provided on these financial statements
6
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2022
(1)
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange
Commission (“SEC”) regarding interim financial reporting and reflect the financial position, results of operations and
cash flows of the Company. Certain information and note disclosures normally included in the financial statements prepared in
accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed
consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes
included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, which was filed with the SEC on
June 29, 2022. The results from operations for the three and six-month periods ended September 30, 2022, are not necessarily
indicative of the results that may be expected for the fiscal year ended March 31, 2023. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of
operations, stockholders’ equity, and cash flows at June 30, 2022 and for all periods presented herein have been
made.
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results
could materially differ from those estimates.
Organization
and Nature of Operations
Sundance
Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and
engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business
operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance
Strategies”, “the Company”, “we” or “our”).
Our
historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products
tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part
of or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace,
often referred to as the “life settlements market.”
During
the latter part of the fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional
services to specialty structured finance groups, bond issuers and life settlement aggregators. The Company has now assembled an experienced
team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a
professional services provider, the Company applies industry best practices to advise on the selection of specific portfolios of life
insurance policies that are tailored to meet the needs of its clients. The Company’s clients may include bond issuers, bond investors,
or other structured finance product issuers. The Company develops strategies and methodologies which include the acquisition of life
insurance portfolios, then uses common structured finance techniques and proprietary analytics to structure bonds for issuances, including
principal protected bonds. The Company’s goal is to deliver long-term value and profitability to shareholders by growing the Company’s
professional services business and asset base, resulting in the ability to pay dividends to its shareholders.
During
the latter part of the year ended March 31, 2021, we began working closely with bond placement agents and aggregators to establish various
aspects of a proprietary, investment grade bond offering. In this arrangement, we participate as the sole originator in the role of structuring
and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, we use proprietary
analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies)
and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy
requirements and analytics. We provide current and ongoing resources for all analytics, as well as advisement support for the investment
and non-investment grade ratings for the managed asset pool and the managed cash accounts. In our advisory role, we are reimbursed for
all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing
of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.
7
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2022
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 September 30, 2022 none of the milestones related to the potential issuance of equity have been met.
Significant
Accounting Policies
There
have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated
Financial Statements in the Company’s most recent Form 10-K, except as discussed below.
Basic
and Diluted Net Income (Loss) Per Common Share
Basic
net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods
presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued
subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised
of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting
from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the
calculation of diluted net loss per share for the three and six months ended September 30, 2022 and 2021, because to do so would be anti-dilutive.
Potentially dilutive securities outstanding as of September 30, 2022 and 2021 are comprised of warrants convertible into 7,250,241 and
4,758,754 shares of common stock, respectively.
New
Accounting Pronouncements
Adopted
During the Six Months Ended September 30, 2022
In
May 2021, the FASB issued ASU 2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified
Written Call Options. This ASU clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified
written call options (for example, warrants) that remain equity classified after modification or exchange. Specifically, it provides
a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity
or an expense. The amendment is effective for fiscal years beginning after December 15, 2021, and interim periods therein. The Company
adopted the new guidance as of April 1, 2022, and used the framework to record modification to the exercise price of equity classified
warrants during the six months ended September 30, 2022.
Not
Yet Adopted
The
Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on
its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements
will have a significant effect on its financial statements.
8
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2022
(2)
LIQUIDITY REQUIREMENTS
Since
the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing
from related parties and the issuance of notes payable and convertible debentures. As of September 30, 2022, the Company had $ 498 of
cash assets, compared to $ 267,966 as of March 31, 2022. As of September 30, 2022, the Company had access to draw an additional $ 4,604,192
on the notes payable, related party (see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 7). For the six months
ended September 30, 2022, the Company’s average monthly operating expenses were approximately $ 62,500 , which includes salaries
of our employees, consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses. In
addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result,
financing expenses of $ 13,500 were incurred during the three months ended September 30, 2022. As management continues to explore additional
financing alternatives, beginning October 1, 2022 the Company is expected to spend up to an additional $ 400,000 on these efforts. Outstanding
Accounts Payable as of September 30, 2022 totaled $ 665,270 . Management has concluded that its existing capital resources and availability
under its existing convertible debentures and debt agreements with related parties will be sufficient to fund its operating working capital
requirements for at least the next 12 months, or through November 2023. Related parties have given assurance that their continued support,
by way of either extensions of due dates, or increases in lines-of-credit, can be relied on. As mentioned above, the Company also continues
to evaluate other debt and equity financing opportunities.
The
outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States
and several European countries. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19 pandemic
is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which
the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess
or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital,
which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is
highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business,
financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material
impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.
The
accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize
its assets and satisfy its liabilities in the normal course of business.
(3)
FAIR VALUE MEASUREMENTS
As
defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.
Those
levels of input are summarized as follows:
●
Level
1: Quoted prices in active markets for identical assets and liabilities.
●
Level
2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices
for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant
assumptions are observable in the market.
●
Level
3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments
whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments
for which the determination of fair value requires significant management judgment or estimation.
9
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2022
The
level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that
is significant to the fair value measurement in its entirety.
The
Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during
the six months ended September 30, 2022 and 2021.
Other
Financial Instruments
The
Company’s recorded values of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities
approximate their fair values based on their short-term nature. The recorded values of the notes payable and convertible debenture approximate
the fair values as the interest rate approximates market interest rates.
(4)
STOCKHOLDERS’ EQUITY
Common
Stock
Effective
December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price
to the Company of $ 0.05 per share. The Company has cancelled the acquired shares, which decreased the outstanding common shares on the
books of the Company. The total number of common shares canceled/retired was 8,000,000 . 6,000,000 of the 8,000,000 shares were owned
by a related party to the Company. The total liability related to the repurchase of these shares is $ 400,000 , with repayment to the related
party stockholders contingent on a major financing event. $ 300,000 of the $ 400,000 liability is to a related party.
Warrants
to Purchase Common Stock
The
Company’s related party lenders consist of: the Chairman of the Board of Directors and a stockholder, Radiant Life, LLC and Mr.
Dickman, a board member and stockholder. These holders of the related party unsecured promissory notes, hold agreements that provide
each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning of additional
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 equal 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
June 20, 2022, the Company amended the agreements with the related party lenders to adjust the exercise price of the warrants issued
in conjunction with extensions of due dates and new monies lent on the outstanding notes payable, related parties from January 5, 2022
to February 5, 2022 . 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 . This modification was evaluated and it was determined that the increase in exercise price resulted in a decrease
in the fair value of the warrants issued from January 5, 2022 to February 5, 2022, and therefore no additional warrant expense was required.
10
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2022
The
following table summarizes the warrants issued and outstanding as of September 30, 2022:
SCHEDULE
OF WARRANTS ISSUED AND OUTSTANDING
Exercise Price ($)
Warrants Outstanding
Warrants Exercisable
Weighted Average Remaining Contractual Life (Years)
Proceeds to Company if Exercised
0.05
3,708,754
3,708,754
2.70
$ 185,439
1.00
1,000,000
1,000,000
1.52
1,000,000
1.05
2,534,487
2,534,487
4.51
2,661,211
2.00
50,000
50,000
3.85
100,000
5.00
500,000
500,000
4.32
2,500,000
7,793,241
7,793,241
$ 6,446,650
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.
(5)
NOTES PAYABLE
On
April 6, 2021, the Company borrowed $ 300,000 under an unsecured promissory note with Satco International, Ltd. This promissory note bears
interest at a rate of 8 % annually and was due September 6, 2022 . In conjunction with this note, the Company issued warrants for 1,000,000
shares of common stock, exercisable at $ 1.00 per share and expiring in 3 years from the date of the promissory note. On October 19, 2022,
the unsecured promissory note with Satco International, Ltd. was amended to extend the due date from September 6, 2022 to January 6,
2023 , or at the immediate time when alternative financing or other proceeds are received. This extension has no bearing on the warrants
that were issued in conjunction with the original promissory note. This note is separate from the 8 % convertible debenture agreement
that the Company has in place with Satco International, Ltd. (see note 7). As of September 30, 2022 accrued interest on the note totaled
$ 35,638 .
(6)
NOTES PAYABLE, RELATED PARTY
As
of both September 30, 2022, and March 31, 2022, the Company had borrowed $ 3,001,808 , excluding accrued interest, from related parties.
The interest associated with the Notes Payable, Related Party of $ 905,371 and $ 767,358 is recorded on the balance sheet as an Accrued
Expense obligation at September 30, 2022 and March 31, 2021, respectively.
Related
Party Promissory Notes
As
of both September 30, 2022 and March 31, 2022, the Company owed $ 826,000 under the unsecured promissory notes from Mr. Dickman. The promissory
notes bear interest at a rate of 8 % annually. The notes are due July 31, 2023 , or at the immediate time when alternative financing
or other proceeds are received. During the six months ended September 30, 2022, the Company neither borrowed any additional funds under
this agreement nor made any principal repayments. As of September 30, 2022, accrued interest on the notes totaled $ 265,727 . In the event
the Company completes a successful equity raise all principal and interest on the notes are due in full at that time. As
discussed in Note 4, a provision to the lending agreement provides the related party lender with common stock warrants upon the lenders
extension of a maturity due date or upon the loaning of additional monies. No new warrants were issued during the six months ended September
30, 2022. The total number of warrants issued to the related party lender was 1,690,583 as of September 30 ,
2022 (see Note 4 for further details on these warrants).
On
July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction
with the Company borrowing $ 50,000 of Notes Payable, Related Party on the date of the agreement, and is not part of the existing note
payable and lines of credit agreement the Company has with Radiant Life, LLC that is outlined below in this Note 6. The $ 50,000 promissory
note bears interest at a rate of 8 % annually and was due on July 29, 2022 . On August 3, 2022, the promissory note was amended to extend
the due date from July 29, 2022 to July 29, 2023 , or at the immediate time when alternative financing or other proceeds are received.
As of September 30, 2022, accrued interest on the note totaled $ 4,917 .
11
SUNDANCE STRATEGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2022
Related
Party Note Payable and Line of Credit Agreements
As
of both September 30, 2022 and March 31, 2022 , the Company owed $ 1,066,300 , exclusive of
accrued interest, under the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder.
The note is due November 30, 2023 or at the immediate time when alternative financing or other proceeds are received. As of September
30, 2022 , the agreement allowed for borrowings of up to $ 4,600,000 . During the six months ended September 30, 2022, the Company
neither borrowed any additional funds under this agreement nor made any principal repayments. The note payable and line of credit agreement
incurs interest at 7.5 % per annum and are collateralized by the Company’s NIBS, if any. As of September
30, 2022 , accrued interest on this note totaled $ 262,276 . As discussed in Note 4, a provision to the lending agreement provides
the related party lender with common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional
monies. No new warrants were issued during the six months ended September 30, 2022. The total number of warrants issued to the related
party lender was 2,380,150 as of September 30 , 2022 (see Note 4 for further details on these
warrants).
As
of September 30, 2022 and March 31, 2021, the Company owed $ 1,059,508 in principle under the note payable and lines of credit agreement
with Radiant Life, LLC. The agreement allows for borrowings of up to $ 2,130,000 . The principal and interest on the note are due November
30, 2023 or at the immediate time when alternative financing or other proceeds are received. The note payable and line of credit agreement
incurs interest at 7.5 % per annum and is collateralized by the Company’s NIBS, if any. During the six months ended September 30,
2022 the Company neither borrowed nor repaid any principal under this agreement. As of September 30, 2022, accrued interest on this agreement
totaled $ 372,450 . As discussed in Note 4, a provision to the lending agreement provides the related party lender with common stock warrants
upon the lenders extension of a maturity due date or upon the loaning of additional monies. No new warrants were issued during the six
months ended September 30, 2022. The total number of warrants issued to the related party lender was 1,679,508 as of September
30, 2022 (see Note 4 for further details on these warrants).
(7)
CONVERTIBLE DEBENTURE AGREEMENT
The
Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $ 3,000,000 .
The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock
of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained
by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s
common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower
than $ 1.00 per share. The original maturity date was June 2, 2016 , but was later extended, through a series of extensions, to July
5, 2022 . On August 9, 2022, the note was amended to extend the due date from July 5, 2022
to November 30, 2023 , or at the immediate time when alternative financing or other proceeds are received. This extension has no
bearing on the warrants that were issued in conjunction with the original promissory note.
As
of September 30, 2022 and March 31, 2022, the Company owed $ 0 under the agreement, excluding accrued interest. The associated interest
of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2022 and March 31, 2022.
(8)
SUBSEQUENT EVENTS
Subsequent
to September 30, 2022, the following events transpired:
On
October 19, 2022, the unsecured promissory note with Satco International, Ltd. was amended to extend the due date from September 6, 2022
to January 6, 2023 , 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.
Between
October 4, 2022 and November 8, 2022, the Company borrowed an additional $ 72,000 under the note payable and lines of credit agreement
with the Chairman of the Board of Directors and a stockholder .
As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed
to provide the Chairman of the Board of Directors and a stockholder with warrants for 144,000
shares of common stock vested immediately upon issuance, with an exercise price of $ 1.05 per share and a 5-year exercise window from
the date of the extension agreement. The warrants issued have no registration rights.
On November 11, 2022, the unsecured promissory notes from Mr. Dickman were amended to extend the due date from
October 31, 2022 to July 31, 2023 , or at the immediate time when alternative financing or other proceeds are received. As per the provision
outlined in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide Mr.
Dickman with warrants for 399,749 shares of common stock vested immediately upon issuance, with an exercise price of $ 1.05 per
share and a 5-year exercise window from the date of the extension agreement. The warrants issued
have no registration rights.
12
Item
2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.
This
discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital
resources at and during the six months ended September 30, 2022 and 2021. For a complete understanding, this Management’s Discussion
and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Financial Statements and Notes to
the Financial Statements contained in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended March
31, 2022.
Forward-looking
Statements
This
quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on management’s
beliefs and assumptions and on information currently available to management. For this purpose any statement contained in this report
that is not a statement of historical fact may be deemed to be forward-looking, including, but not limited to, statements relating to
our future actions, intentions, plans, strategies, objectives, results of operations, cash flows and the adequacy of or need to seek
additional capital resources and liquidity. Without limiting the foregoing, words such as “ may ”, “ should ”,
“ expect ”, “ project ”, “ plan ”, “ anticipate ”, “ believe ”,
“ estimate ”, “ intend ”, “ budget ”, “ forecast ”, “ predict ”,
“ potential ”, “ continue ”, “ should ”, “ could ”, “ will ”
or comparable terminology or the negative of such terms are intended to identify forward-looking statements, however, the absence of
these words does not necessarily mean that a statement is not forward-looking. These statements by their nature involve known and unknown
risks and uncertainties and other factors that may cause actual results and outcomes to differ materially depending on a variety of factors,
many of which are not within our control. Such factors include, but are not limited to, economic conditions generally and in the industry
in which we and our customers participate; competition within our industry; legislative requirements or changes which could render our
products or services less competitive or obsolete; our failure to successfully develop new products and/or services or to anticipate
current or prospective customers’ needs; price increases; employee limitations; or delays, reductions, or cancellations of contracts
we have previously entered into; sufficiency of working capital, capital resources and liquidity and other factors detailed herein and
in our other filings with the United States Securities and Exchange Commission (the “SEC” or “Commission”). Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially
from those indicated.
Forward-looking
statements are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry,
financial and economic information which we have assessed but which by its nature is dynamic and subject to rapid and possibly abrupt
changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and
uncertainties associated with our business. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of these forward-looking statements and we hereby qualify all our forward-looking
statements by these cautionary statements.
These
forward-looking statements speak only as of their dates and should not be unduly relied upon. We undertake no obligation to amend this
report or revise publicly these forward-looking statements (other than pursuant to reporting obligations imposed on registrants pursuant
to the Exchange Act) to reflect subsequent events or circumstances, whether as the result of new information, future events or otherwise.
The
following discussion should be read in conjunction with our financial statements and the related notes contained elsewhere in this report
and in our other filings with the Commission.
Overview
Our
historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products
tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part
or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often
referred to as the “life settlements market.”
13
We
currently do not hold life settlement or life insurance policies but, rather, previously held a contractual right to receive the net
insurance benefits, or “NIBs”, from a portfolio of life insurance policies held by a third party (“the Owners”
or “the Holders”). These NIBs represented an indirect, residual ownership interest in a portfolio of individual life insurance
policies, and they allowed us to receive a portion of the settlement proceeds from such policies, after expenses related to the acquisition,
financing, insuring and servicing of the policies underlying our NIBs have been paid.
NIBs
are generally sold by an entity that holds the underlying life settlement or life insurance policies, either directly or indirectly through
a subsidiary, such an entity being referred to herein as a “Holder.” A Holder, either directly or through a wholly owned
subsidiary, purchases life insurance policies either from the insured or on the secondary market and aggregates them into a portfolio
of policies. At the time of purchase, the Holder also (i) contracts with a service provider to manage the servicing of the policies until
maturity, (ii) consider purchasing mortality re-insurance (“MRI”) coverage under which payments will be made to the Holder
in the event the insurance policies do not mature according to actuarial life expectancies, and (iii) arranges financing to cover the
initial purchase of the insurance policies, the servicing of the life insurance policies until maturity and the payment of the MRI premiums.
The financing obtained by the Holder for a portfolio of life settlement or life insurance policies is secured by the insurance policies
for which the financing was obtained. After a Holder purchases policies, aggregates them into a portfolio and arranges for the servicing,
MRI coverage and financing, the Holder contracts to sell NIBs related to the policies, which gives the holder of the NIBs the right to
receive the proceeds from the settlement of the insurance policies after all of the expenses related to such policies have been paid.
When an insurance policy underlying our NIBs comes to maturity, the insurance proceeds are first used to pay expenses associated with
such policy. Once all of the expenses have been paid, the Holder will retain a small percentage of the proceeds and then will pay the
remaining insurance proceeds to us.
During
the latter part of the fiscal year ended March 31, 2021, we began developing an additional business offering, providing professional
services to specialty structured finance groups, bond issuers and life settlement aggregators. We have assembled an experienced team
from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional
services provider, we apply industry best practices to advise on the selection of specific portfolios of life insurance policies that
are tailored to meet the needs of its clients. Our clients may include bond issuers, bond investors, or other structured finance product
issuers. We develop strategies and methodologies which include the acquisition of life insurance portfolios, then use common structured
finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds. Our goal is to deliver
long-term value and profitability to shareholders by growing our professional services business and asset base, resulting in the ability
to pay dividends to its shareholders.
During
the latter part of the year ended March 31, 2021, we began working closely with bond placement agents and aggregators to establish various
aspects of a proprietary, investment grade bond offering. In this arrangement, we participate as the sole originator in the role of structuring
and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, we use proprietary
analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies)
and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy
requirements and analytics. We provide current and ongoing resources for all analytics, as well as advisement support for the investment
and non-investment grade ratings for the managed asset pool and the managed cash accounts. In our advisory role, we are reimbursed for
all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing
of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.
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 30, 2022 none of the milestones related to the potential issuance of equity have been met.
14
Plan
of Operations
Life
Settlements is not a market sector without competition and, at present, we are a minor competitor. We will need substantial additional
funds to effectively compete in this industry and no assurance can be given that we will be able to adequately fund our current and intended
operations through debt or equity financing. The Company has no current source of operating revenues. When we hold NIBs we may be required
to expend funds on premiums, interest and servicing costs to protect our interest in NIBs, though we have no legal responsibility nor
adequate funds for these payments. In the event that neither party fulfils the financial obligations pertaining to the premiums, interest
and servicing costs, we would be required to evaluate our investment in NIBs for possible adverse impairment.
When
we hold NIBs, we use an estimation methodology to project cash flows and returns as presented. The estimation model requires many assumptions,
including, but not limited to the following: (i) an assumption that the distinct number of lives in our portfolio would exhibit similar
experience to a statistically diverse portfolio from which mortality tables have been created; (ii) an assumption that the life expectancies
(the “LE” or “LEs”) provided by LE providers represent the actuarial mean of the life expectancies of the insureds
in our portfolio, (iii) the weighted average of the LEs provided by the LE providers represents an appropriate method for adjusting for
discrepancies in the LEs; (iv) life expectancy tables and projections are accurate; (v) the minimum premiums calculated based on the
in-force illustrations provided by life insurance carriers are accurate and will not change over the course of the lifetime of our portfolio;
and (vi) the Holders’ Lender fees, MRI fees, and insurance, servicing and custodial fees will not change materially over time.
While this method of modeling cash flows is helpful in providing a theoretical expectation of potential returns that might be produced
from our NIBs portfolio, actual cash flows and returns inevitably will be different (possibly materially) due to the fact that predicting
the exact date of death of any individual is virtually impossible. The provision of a theoretical cash flow model is by no means any
guarantee of any results. The actual performance of these NIB interests (as well as our future expectations as to what such performance
might be) may differ substantially from our expectations, especially if any of the assumptions change or differ from our initial assumptions.
Results
of Operations
Three-Months
Ended September 30, 2022, Compared with Three-Months Ended September 30, 2021
Income
from Investments
Due
to the Company not holding NIBs, no interest income was recorded for the three months ended September 30, 2022 or 2021.
General
& Administrative Expenses
General
and administrative expenses totaled $161,534 and $172,144 during the three months ended September 30, 2022, and 2021, respectively. A
significant portion of these expenses were professional fees and payroll costs. The decrease in expenses was primarily due to a decrease
in professional fees.
Other
Income and Expenses
For
the three months ended September 30, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $13,500
and $10,000, respectively.
During
the three months ended September 30, 2022, and 2021, interest expense accrued in the amount of $75,907 and $68,352, respectively. The
increased interest expense was due to higher principal balances on our notes payable.
15
Income
Taxes
During
the three months ended September 30, 2022, the Company recorded a net loss before income taxes of $250,941, and had no income tax expense
or benefit as a result of a full valuation allowance on the net deferred tax asset.
Six-Months
Ended September 30, 2022, Compared with Six-Months Ended September 30, 2021
Income
from Investments
Due
to the Company not holding NIBs, no interest income was recorded for the six months ended September 30, 2022 or 2021.
General
& Administrative Expenses
General
and administrative expenses totaled $375,491 and $415,605 during the six months ended September 30, 2022, and 2021, respectively. A significant
portion of these expenses were professional fees and payroll costs. The decrease in expenses was primarily due to a decrease in professional
fees.
Other
Income and Expenses
During
the six months ended September 30, 2021, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors
by $285,192. The gain was recorded as a gain on settlement of liabilities.
For
the six months ended September 30, 2022 and 2021, other expenses related to pursuing potential financing alternatives were $27,000 and
$87,561, respectively.
During
the six months ended September 30, 2022, and 2021, interest expense accrued in the amount of $150,046 and $133,737, respectively. The
increased interest expense was due slightly higher principal balances on our notes payable.
Income
Taxes
During
the six months ended September 30, 2022, the Company recorded a net loss before income taxes of $552,537, and had no income tax expense
or benefit as a result of a full valuation allowance on the net deferred tax asset.
Liquidity
and Capital Resources
Since
our inception our operations have been primarily financed through sales of equity instruments, debt financing, lines of credit and notes
payable from related and unrelated parties and the issuance of convertible debentures. As of September 30, 2022, we had $498 of cash,
compared to $267,966 as of March 31, 2022. As of September 30, 2022, the Company had access to draw an additional $4,604,192 on the notes
payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are anticipated to be approximately
$70,000, which includes salaries of our employees, policy servicing expenses, consulting agreements and contract labor, general and administrative
expenses, and estimated legal and accounting expenses. Outstanding Accounts Payable as of September 30, 2022 totaled $665,270, short
term notes payable totaled $300,000, short term notes payable to related parties totaled $876,000, and other accrued short term liabilities
totaled $455,039. We believe that our availability under our existing lines of credit with related parties, our existing capital resources,
together with the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital
requirements for at least the next 12 months, or through November 2023.
16
Debt
At
September 30, 2022, we owed $4,367,042, including accrued interest, for debt obligations. We owed $3,001,808 in principal pursuant to
notes payable and lines-of-credits from related parties, $300,000 in other notes payable, and had fully paid off the principal owing
on the 8% Convertible Debenture. As of September 30, 2022, one note payable and line-of-credit had a principal balance of $1,109,508
and is due on November 30, 2023, or when the Company completes a successful equity raise, at which time principal and interest is due
in full. The second note payable and line-of-credit had a principal balance of $1,066,300, and the line of credit is currently extended
through November 30, 2023. At September 30, 2022, unsecured promissory notes with related parties had principal balances totaling $826,000,
and are due July 31, 2023. The convertible debenture agreement, which has no principal balance due as of September 30, 2022 is open
through November 30, 2023. As of November 14, 2022, there was $4,532,192 available under the lines-of-credit we currently have with related
parties and $3,000,000 available under the 8% convertible debenture agreement.
Critical
Accounting Policies and Estimates
See
Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2022, which was filed with the SEC on June 29, 2022.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosure about Market Risk
Not
Applicable.
Item
4. Controls and Procedures
Limitation
on the Effectiveness of Controls
The
Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required
to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls
and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls
and procedures.
Evaluation
of Controls and Procedures
Our
management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s
rules and forms, and that such information is accumulated and communicated to the issuer’s management, including its Principal
Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. Based on that evaluation, our principal executive and principal financial officer has concluded that our
disclosure controls and procedures as of the end of the period covered by the Quarterly Report were not effective due to the lack of
design and operating effectiveness of our control environment and risk assessment, control activities and monitoring activities relating
to complex accounting matters relating to the valuation of equity-based compensation instruments as disclosed in Item 9A of our 10K filed
on June 29, 2022.
Our
principal executive and principal financial officer is in the process of performing a review of our processes and controls over complex
accounting matters relating to the valuation of equity-based compensation instruments.
Changes
in Internal Control
There
were no changes in our internal control over financial reporting that occurred during the second quarter of 2022 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
17
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
To
the best of our knowledge, there are no legal proceedings pending or threatened against us; and there are no actions pending or threatened
against any of our directors or officers that are adverse to us.
Item
1A. Risk Factors
In
addition to the other information set forth in this quarterly report on Form10-Q, you should carefully consider the risks discussed in
our Annual Report on Form 10-K for the year ended March 31, 2022, which risks could materially affect our business, financial condition
or future results. There were no material changes during the quarter ended September 30, 2022 to the risk factors disclosed in the Company’s
Annual Report on Form 10-K for the year ended March 31, 2022. These risks are not the only risks facing our Company. Additional risks
and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business,
financial condition or future results.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Purchases
of Equity Securities by the Issuer
There
were no repurchases of equity during the quarter ended September 30, 2022.
Item
3. Defaults upon Senior Securities.
None;
not applicable.
Item
4. Mine Safety Disclosures.
None;
not applicable.
Item
5. Other Information.
None;
not applicable.
18
Item
6. Exhibits
Exhibits.
The following exhibits are included as part of this report:
Exhibit
10.37*
Private Placement Memorandum, effective November 5, 2022
Exhibit
10.38*
Agreement between Sundance Strategies, Inc. and Tradability, LLC, dated January 1, 2022
Exhibit
31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, President and Director.
Exhibit
31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, Principal Financial Officer.
Exhibit
32
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Randall F. Pearson, President and Principal Financial Officer.
Exhibit
101.INS
XBRL
Instance Document
Exhibit
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
Exhibit
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit
101.DEF
Inline
XBRL Taxonomy Definition Linkbase Document
Exhibit
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
Exhibit
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit
104
Cover
Page Interactive Data File
*
Previously filed as an Exhibit to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2022, filed with the
Securities and Exchange Commission on June 29, 2022, and incorporated herein by reference.
+Filed
herewith.
19
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SUNDANCE
STRATEGIES, INC.
Date:
November 14, 2022
By:
/s/
Randall F. Pearson
Randall
F. Pearson
President
and Principal Financial Officer
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.