What changed in this filing

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Item 9A. Controls and Procedures

2023-06-29 compared with 2022-06-29 · 228 added, 168 removed, 427 unchanged (48% of the section changed)

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.

Controls and Procedures

Disclosure Controls and Procedures

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15I and 15d-15(e) of the Securities Exchange Act

of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed

or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s

rules and forms.

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

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

term is defined in Exchange Act Rule 13a-15(e), as of March 31, 2023.

Based on this evaluation, our principal executive officer and principal

financial officer concluded our disclosure controls and procedures were not effective as of March 31, 2023, the end of the period covered

by this Annual Report on Form 10-K due to the material weakness described below.

Management’s Report on Internal Control over Financial Reporting

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

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

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

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

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

Also, projections of

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

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

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

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

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

assurance that its objectives will be met.

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

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

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

financial reporting as of March 31, 2023.

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

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

of the Treadway Commission (“COSO”).

Based on this assessment, management has concluded that, as of March 31, 2023, our internal

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

Material Weaknesses

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

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

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

Management determined that the following material weaknesses exited as

of March 31, 2023:

The design and operating effectiveness of our control environment and risk assessment, control activities and monitoring

activities were inadequate to ensure that complex accounting matters relating to the valuation of equity-based compensation instruments

are always properly accounted for and reviewed in a timely manner.

principal executive and principal financial officer is in the process of performing a review of our processes and controls over complex

accounting matters relating to the valuation of equity-based compensation instruments.

Notwithstanding

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

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

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

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

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

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

Changes in Internal Control Over Financial Reporting

than described above in 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, 2023, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information

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

us to make an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a

promissory note).

The $400,000 obligation is contingent upon the Consultant and us successfully reaching certain milestones.

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

between $1.00 to $2.50 per share) contingent upon the Consultant and us successfully reaching certain milestones.

The milestones primarily

relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement

of NFTs with proceeds of between $100 million and $500 million.

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

be an advisor.

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

June 29 and June 29, 2022, the Company amended the agreements with the related party lenders to adjust the exercise price of the warrants

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

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

The amended agreements adjust the

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

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

price of $1.05.

the year ended March 31, 2023 the Company issued 264,600 warrants to the Chairman of the Board of Directors and 120,000 warrants to Radiant

Life, LLC in conjunction with monies borrowed during the period (see Note 8) per the terms outlined above.

The exercise price of these

warrants was $1.05.

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $365,502.

The inputs used in this calculation included a fair value of the underlying common stock of $1.049 per share, a risk-free between 3.62%

and 4.31%, volatility between 142.23% and 148.56% and a dividend rate of 0%.

the year ended March 31, 2023, the Company issued 339,749 warrants to Mr.

Dickman, 719,300 warrants to the Chairman of the Board of Directors,

and 649,754 warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see Note 8) per the

terms outlined above.

The exercise price of these warrants was $1.05.

The value of the warrants on the date of grant, as calculated by

the Black-Scholes-Merton valuation model was $1,678,810.

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

common stock of $1.049 per share, a risk-free between 3.49% and 3.95%, volatility between 142.92% and 145.49% and a dividend rate of

June 5, 2023, the related party note payable with Mr.

Dickman (see Note 8) was amended to extend the due date from July 31, 2023, to

August 31, 2024, or at the immediate time when alternative financing or other proceeds are received.

As per the provision outlined in

Note 8, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide Mr.

Dickman with warrants

for 543,000 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.

June 6, 2023 we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors by $290,000.

The gain will be

recorded as a gain on settlement of liabilities.

June 9, 2023 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.

6, 2023 to August 31, 2024, or at the immediate time when alternative financing or other proceeds are received.

This extension has no

bearing on the warrants that were issued in conjunction with the original promissory note.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

or Designation

Termination or

of Election or Designation

of Termination or Resignation

Executive Officer

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Higginson is 66 years of age and was appointed to the position of Chairman of the Board of Directors.

Higginson served

as Chief Executive Officer of VIA Motors, Inc.

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

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

From October 2003

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

(“Raser Technologies”),

which was an NYSE listed company at that time.

Higginson served as Chief

Executive Officer of VIA Motors, Inc.

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

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

From October 2003 until November

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

(“Raser Technologies”), which was an NYSE

listed company at that time.

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

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

Higginson also founded American

Telemedia Network, Inc.

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

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

of American Telemedia from 1984 through 1988.

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

asset to the Company.

Raser Technologies filed

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

Higginson also founded American Telemedia Network,

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

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

Telemedia from 1984 through 1988.

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

Dickman is 73 years of age.

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

June 9, 2021, Lisa L.

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

As of March 31, 2022, the Company

had no other significant employees.

Company has no significant employees.

Family Relationships

There are no family relationships

between any of our directors, executive officers and proposed directors or executive officers.

Directorships

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EXECUTIVE COMPENSATION

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

ended March 31, 2022 and 2021):

were no equity awards granted during fiscal year ended March 31, 2023.

The following table outlines information regarding equity awards

granted to our named executive officers or directors for the fiscal year ended March 31, 2022 :

Awards Granted during fiscal year ended March 31, 2022

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Higginson (4)

Awards Granted during fiscal year ended March 31, 2021

Date of Grant

At March 31, 2022, Mr.

March 31, 2023, Mr.

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

At March 31, 2022, Mr.

March 31, 2023, Mr.

Dickman’s beneficial ownership totaled 4,858,213 shares, including 2,090,332 warrants.

At March 31, 2022, Mr.

March 31, 2023, Mr.

Quesenberry’s beneficial ownership totaled 970,206 shares.

At March 31, 2022, Mr.

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

March 31, 2023, Mr.

Higginson’s beneficial ownership totaled 12,704,050 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

370,000 shares owned by Ecosystems

Resources LLC;

and 900,000 shares owned by KGPR, LLC.

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

On September 14, 2020 the Company

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

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

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

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

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

No stock-based compensation

was granted during the year ended March 31, 2023.

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

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officers as the Named Executive Officers.

Name and Principal

Name and Principal Position

Option Awards

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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)

fair value stock price of $0.0616 and per share for 2022 (see Note 8 to the Consolidated

Financial Statements)

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

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Smartrade Consulting, Inc.

Higginson’s ownership

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

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

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.

ZOE, LLC and Radiant Life,

LLC are beneficially owned by Mitchell D.

Also included are 3,364,050 warrants held by Mr.

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

Burton, for an aggregate percentage of ownership of approximately

The address of

ZOE, LLC is 4626 N.

The address of ZOE, LLC is 4626 N.

300 W., Provo, Utah 84604.

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300 W., Provo, Utah

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

Smartrade Consulting, Inc.

Burton’s ownership includes 2,449,262 warrants held by Radiant Life, LLC.

Consulting, Inc.

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

The address of Smartrade Consulting, Inc.

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

Dickman’s ownership

includes 1,690,583 warrants.

The address of Smartrade Consulting,

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

T., Hong Kong.

Dickman’s ownership includes 2,090,332 warrants.

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

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and rights under all of our existing equity compensation plans (including individual arrangements):

Plan Category

securities to be

options, warrants

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

Weighted-average

exercise price of

options, warrants

available for future

issuance under

compensation plans

securities reflected

in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

exercise price of outstanding options, warrants and rights

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

compensation plans approved by security holders

compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

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Using a fair value stock price of $0.062 per share, the transaction resulted in a compensation expense of

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

lieu of director cash compensation.

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

the three months following the date grant.

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

Using a fair value stock price of

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

November 10, 2020, the Company issued a private placement memorandum offering to raise up to $1,000,000 through the issuance of restricted

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

As of March 31, 2021, the Company had received

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

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

of March 31, 2023, and 2022, the Company had borrowed $3,194,108 and $3,001,808 respectively, excluding accrued interest, from related

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.

The interest associated with the Notes Payable, Related Party of $1,050,762 and $767,358 is recorded on the balance sheet as

an Accrued Expense obligation at March 31, 2023 and March 31, 2022, respectively.

to Purchase Common Stock

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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.

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

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.

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.

During the fiscal year ended March 31, 2023, the Company issued 339,749 warrants to Mr.

Dickman, 719,300 warrants to the Chairman of the Board

of Directors, and 649,754 warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see

Note 8) per the terms outlined above.

The exercise price of these warrants was $1.05.

The value of the warrants on the date of grant,

as calculated by the Black-Scholes-Merton valuation model was $1,678,810.

The inputs used in this calculation included a fair value of

the underlying common stock of $1.049 per share, a risk-free between 3.49% and 3.95%, volatility between 142.92% and 145.49% and a dividend

During the fiscal year ended March 31, 2023, the Company issued 264,600 warrants to the Chairman of the Board of Directors and 120,000 warrants

to Radiant Life, LLC in conjunction with monies borrowed during the period (see Note 8) per the terms outlined above.

The exercise price

of these warrants was $1.05.

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

was $365,502.

The inputs used in this calculation included a fair value of the underlying common stock of $1.049 per share, a risk-free

between 3.62% and 4.31%, volatility between 142.23% and 148.56% and a dividend rate of 0%.

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

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

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

During the year ended 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.

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

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

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

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

the Board of Directors and a stockholder in conjunction with monies borrowed during the period (see Note 7) per the terms outlined above.

During the fiscal year ended 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.

During the year ended March 31, 2022, 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 8) per the terms outlined

The exercise price of these warrants was $0.05.

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

The inputs used

in this calculation included a fair value of $0.062 per share, a risk-free rate ranging from 0.81% to 0.84%, volatility ranging from

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

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

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%.

July 29, 2021, the Company borrowed an additional $50,000 from Radiant Life, LLC.

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a fair value of $0.062 per share, a risk-free rate of 0.66% volatility of 42.14% and a dividend rate of 0%.

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

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

provision in place, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide the Radiant

Life, LLC with warrants for 579,754 shares of common stock at an exercise price of $0.05 per share.

The warrants have a 5-year exercise

window from the date of the extension agreement.

of March 31, 2023, and 2022, the Company held outstanding warrants to related parties totaling 9,403,644 and 7,250,241, respectively.

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

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

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

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

3,708,754 of these warrants have an exercise price of $0.05, 1,000,000 of these warrants have an exercise price of $1.00, 4,144,890 have

an exercise price of $1.05, 50,000 of these warrants have an exercise price of $2.00 per share, with the remainder having an exercise

price of $5.00 per share.

All warrants have a five-year life as of the date of grant and expire between November 2024 and February 2028.

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.

have no parents.

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following is a summary of the fees billed to us by our principal accountants during fiscal years ended March 31, 2023, and 2022:

Audit-related Fees

All Other Fees

Audit-related

Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements

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Exhibits and Financial Statement Schedules

The following documents

are filed as part of this report:

Financial Statements

following documents are filed as part of this report:

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

Financial statement schedules

statement schedules

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

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Dickman, dated April 10, 2019.

(incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Promissory Note between Sundance Strategies, Inc.

Dickman, dated November 5, 2019

Dickman, dated November 5, 2019 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Promissory Note between Sundance Strategies, Inc.

Dickman, dated February 4, 2020

Dickman, dated February 4, 2020 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Extension to Promissory Note between Sundance Strategies, Inc.

Higginson, dated January 8, 2020

Higginson, dated January 8, 2020 (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

First Amendment to the Note Payable and Line of Credit Agreement between Sundance Strategies, Inc.

and Kraig Higginson, dated April 3, 2020

and Kraig Higginson, dated April 3, 2020 (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Extension to Promissory Notes between Sundance Strategies, Inc.

Dickman, dated November 5, 2019

Dickman, dated November 5, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc.

and Satco International, Limited, dated July 13, 2020

and Satco International, Limited, dated July 13, 2020 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Extension Agreement to Promissory Note between Sundance Strategies, Inc.

and Radiant Life, dated December 19, 2019

and Radiant Life, dated December 19, 2019 (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated April 6, 2021

and Satco International, Limited, dated April 6, 2021 (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Extension to Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated August 9, 2021

and Satco International, Limited, dated August 9, 2021 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Promissory Note between Sundance Strategies, Inc.

and Radiant Life, LLC, dated July 29, 2021

Private Placement Memorandum, effective November 5, 2022

and Radiant Life, LLC, dated July 29, 2021 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Private Placement Memorandum, effective November 5, 2022 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Agreement between Sundance Strategies, Inc.

and Tradability, LLC, dated January 1, 2022

and Tradability, LLC, dated January 1, 2022 (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No.

Extension to Promissory Notes between Sundance Strategies, Inc.

Dickman, dated June 5, 20 23

Extension to Promissory Note between Sundance Strategies, Inc.

Higginson, dated F ebruary 2 , 202 3

Extension Agreement to Promissory Note between Sundance Strategies, Inc.

and Radiant Life, dated February 2, 2023

Extension to Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated February 2, 2023

Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc.

and Satco International, Limited, dated February 9, 2023

Extension Agreement to Promissory Note between Sundance Strategies, Inc.

and Radiant Life, dated June 12, 2023

Extension to Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated June 9, 2023

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

Certification

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

Certification

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

Certification

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

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

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

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

Section 1350*

16 unchanged sentences

by the undersigned, thereunto duly authorized.

SUNDANCE STRATEGIES, INC.

STRATEGIES, INC.

June 29, 2023

President, Principal Executive Officer and Principal

Financial Officer

(Duly Authorized Representative)

Principal Executive Officer and Principal Financial Officer

Authorized Representative)

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

Registrant and in the capacities and on the dated indicated.

Chairman of the Board

President (Principal

Executive Officer),

Director and Principal Financial Officer

of the Board of Directors

June 29, 2023

(Principal Executive Officer),

June 29, 2023

and Principal Financial Officer

June 29, 2023

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

What changed 10-K

Item 9A. Controls and Procedures